Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Agile Property Holdings Limited, you should at once hand this circular and accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Agile Property Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

PROPOSALS ON

RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

A notice convening an annual general meeting of the Company to be held at Island Ballroom A & B, Island Shangri-la Hong Kong, Level 5, 2 Pacific Place, Supreme Court Road, Central, Hong Kong on 5 June 2008 at 2:30 p.m. is set out in the accompanying notice of annual general meeting. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof (as the case may be) should you so wish.

30 April 2008

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Procedure to demand a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
9.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	I — Particulars of directors subject to re-election . . . . . . . . . . . . . . . . . . . .	7
Appendix	II — Explanatory statement on repurchase mandate . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise.

‘‘2007 Annual Report’’	the 2007 annual report of the Company;
‘‘AGM’’	the annual general meeting of the Company to be held at Island
	Ballroom A & B, Island Shangri-la Hong Kong,	Level 5, 2
	Pacific Place, Supreme Court Road, Central, Hong	Kong on 5
	June 2008 at 2:30 p.m., the notice of which is set	out in the
	accompanying notice of annual general meeting;
‘‘AGM Notice’’	the accompanying notice of annual general meeting;
‘‘Articles of Association’’	the articles of association of the Company;
‘‘Board’’	the board of Directors;
‘‘CG Code’’	the Code on Corporate Governance Practices;
‘‘Chen Family Trust’’	A family trust established by Top Coast as trustee and the
	beneficiaries of which are the Founding Shareholders;
‘‘Company’’	Agile Property Holdings Limited, a company incorporated in
	Cayman Islands with limited liability, the Shares of which are
	listed on the Stock Exchange;
‘‘Directors’’	the directors of the Company for the time being;
‘‘Founding Shareholders’’	Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Ms. Luk Sin Fong,
	Fion, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan
	Cheuk Nam, who are all founding shareholders of the Company
	and executive directors of the Company;
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
‘‘Latest Practicable Date’’	22 April 2008, being the latest practicable date prior to the
	printing of this circular for ascertaining certain	information
	contained herein;
‘‘Listing Rules’’	Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited;
‘‘Ordinary Resolution’’	the proposed ordinary resolution as referred to in	the AGM
	Notice;

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DEFINITIONS

‘‘Repurchase Mandate’’ a generate mandate to the Directors to exercise the power of the Company to repurchase Shares with an aggregate nominal value of up to 10% of the aggregate nominal value of the entire issued share capital of the Company as at the date of passing the ordinary resolution described in paragraph 6.A. of the AGM Notice;

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);

• ‘‘Shareholder(s)’’ the holder(s) of Shares;

• ‘‘Share Issue Mandate’’ a general mandate to the Directors to exercise the power of the Company to allot and issue Shares and securities of the Company carrying rights to call for the issue of Shares with the aggregate nominal value of such Shares and the underlying Shares of such securities of the Company of up to 20% of the aggregate nominal value of the entire issued share capital of the Company as at the date of passing of the ordinary resolution described in paragraph 6.B. (as modified by paragraph 6.C.) of the AGM Notice;

• ‘‘Share Repurchase Rules’’ the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing of their own securities on the Stock Exchange;

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers and Share Repurchases;

• ‘‘Top Coast’’

• Top Coast Investment Limited, a limited liability company incorporated in the British Virgin Islands on 17 May 2005 and the trustee of the Chen Family Trust;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; and

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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Agile Property Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

Executive Directors:

Mr. Chen Zhuo Lin (Chairman) Mr. Chan Cheuk Yin (Vice-Chairman and Co-President) Ms. Luk Sin Fong, Fion (Vice-Chairlady and Co-President) Mr. Chan Cheuk Hung Mr. Chan Cheuk Hei Mr. Chan Cheuk Nam

Independent non-executive Directors: Dr. Cheng Hon Kwan Mr. Kwong Che Keung, Gordon Mr. Cheung Wing Yui

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in the PRC: Agile Hotel Building Jinyong Road, Sanxiang Town Zhongshan City Guangdong Province Post Code 528463 PRC

Place of business in Hong Kong: 20/F

238 Nathan Road Kowloon Hong Kong

30 April 2008

To the Shareholders

Dear Sir or Madam,

PROPOSALS ON

RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with the information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of among other matters, (i) the re-election of retiring Directors; (ii) the granting of general mandate to the Directors for the issue and repurchase of Shares.

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

At the AGM, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei and Mr. Kwong Che Keung, Gordon will retire as Directors and being eligible, shall offer themselves for re-election as Directors in accordance with article 87 of the Article of Association.

Particulars of Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei and Mr. Kwong Che Keung, Gordon are set out in the Appendix I to this circular.

3. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in paragraph 6.A. in the AGM Notice. The Shares which may be repurchased pursuant to the Repurchase Mandate is up to 10% of the aggregate nominal value of the entire issued share capital of the Company at the date of passing the resolution approving the Repurchase Mandate. The Repurchase Mandate will expire at the conclusion of the next annual general meeting of the Company unless renewed at such meeting. In the meantime, the Repurchase Mandate may be revoked or varied by ordinary resolution of the Shareholders at a general meeting prior to the next annual general meeting of the Company.

An explanatory statement as required under the Share Repurchase Rules, containing all relevant information relating to the Repurchase Mandate, is set out in Appendix II to this circular. The information in the explanatory statement provides information reasonably necessary to enable Shareholders to make an informed decision in relation to the prepared ordinary resolution of the Shareholders set out in paragraph 6.A. of the AGM Notice to grant to the Directors the Repurchase Mandate.

4. GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will also be proposed to grant to the Directors the Share Issue Mandate. In addition, it will be proposed that a further resolution be passed to authorise an extension of the Share Issue Mandate by adding to the aggregate nominal value of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the aggregate nominal value of the Shares repurchased under the Repurchase Mandate, if granted.

The Share Issue Mandate shall be exercisable during the period from the passing of the ordinary resolutions of the Shareholders set out in paragraphs 6.A. and 6.B. of the AGM Notice until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Article of Association or any applicable laws to be held; or

• (iii) the date on which the authority set out in the ordinary resolution of the Shareholders set out in paragraph 6.A. of the AGM Notice is revoked or varied by an ordinary resolution or ordinary resolutions of the Shareholders in general meeting.

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LETTER FROM THE BOARD

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in paragraphs 6.A., 6.B. and 6.C. of the AGM Notice.

5. RECOMMENDATION

The Directors consider that the re-election of the retiring Directors and approval of the Repurchase Mandate and the Share Issue Mandate are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of relevant resolutions in the terms as set out in the AGM notice.

6. PROCEDURE TO DEMAND A POLL

Pursuant to the Articles of Association, at any general meeting a resolution put to the vote of the meeting is to be decided on a show of hands unless voting by way of a poll is required by the rules of the designated stock exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by (i) the chairman of the meeting; or (ii) at least three members present in person or, in the case of a member being a corporation, by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or (iii) any member or members present in person or, in the case of a member being a corporation, by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iv) a member or members present in person or, in the case of a member being a corporation, by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or (v) if required by the rules of the designated stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

7. ACTION TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so wish.

8. ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Island Ballroom A & B, Island Shangri-la Hong Kong, Level 5, 2 Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 5 June 2008 at 2:30 p.m. is set out in the accompanying AGM notice.

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LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

By Order of the Board Agile Property Holdings Limited Chen Zhuo Lin Chairman

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APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

This appendix serves as an explanatory statement giving particulars of the retiring Directors subject to re-election at the AGM are set out below:

Chan Cheuk Yin (陳卓賢), aged 40, has been Vice-Chairman and a Co-President of the Company since August 2005. Mr. Chan has 15 years experience in real estate development and project management. Mr. Chan specialises in the overall planning of projects, property management, and business management of the Group. He, together with Chen Zhuo Lin and Luk Sin Fong, Fion, cofounded the Agile property brandname. He is also the Vice-Chairman of Zhongshan Real Estate Society (中山巿房地產協會). He was awarded as one of the Guangdong Province Outstanding Entrepreneurs of Privately-owned Enterprises (廣東省優秀民營企業家) in 2003. Mr. Chan was also awarded as one of the 2006-2007 The Most Respected Enterprises in Guangzhou, PRC (中國廣州最受尊敬企業家) in 2007. He is a brother of Mr. Chan Zhou Lin, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam. Mr. Chan did not hold any directorship in other listed public companies in the last three years. Mr. Chan is interested in 2,180,530,000 shares in the Company within the meaning of Part XV of the SFO.

Mr. Chan Cheuk Yin has entered into a service contract with the Company for a term of three years commencing from 15 December 2005 until terminated by not less than three months’ notice in writing served by either party on the other. He is entitled to participate in the Company’s medical benefit and accident insurance scheme. In addition, Mr. Chan Cheuk Yin is entitled to participate in the Company’s retirement scheme. Furthermore, he is also entitled to use a company car which is, in the opinion of the Board, suitable to his position, and be reimbursed all reasonable expenses incurred in relation to the company car (including fuel, maintenance and insurance). The appointments are subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Chan Cheuk Yin has received salary of RMB3,424,388 for year 2007.

Save as disclosed above, there is no other information relating to Mr. Chan that need to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules or to be brought to the attention of the shareholders of the Company.

Chan Cheuk Hei (陳卓喜), aged 49, has been Executive Director and a Senior Vice-President of the Company since August 2005. Mr. Chan has 15 years experience in the real estate development and related businesses. Mr. Chan is responsible for management of decorations and development of decoration materials for the Group. He is a brother of Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hung and Mr. Chan Cheuk Nam. Mr. Chan did not hold any directorship in other listed public companies in the last three years. Mr. Chan is interested in 2,185,530,000 shares in the Company within the meaning of Part XV of the SFO.

Mr. Chan Cheuk Hei has entered into a service contract with the Company for a term of three years commencing from 15 December 2005 until terminated by not less than three months’ notice in writing served by either party on the other. He is entitled to participate in the Company’s medical benefit and accident insurance scheme. In addition, Mr. Chan Cheuk Nam is entitled to participate in the Company’s retirement scheme. Furthermore, he is also entitled to use a company car which is, in the opinion of the Board, suitable to his position, and be reimbursed all reasonable expenses incurred in relation to the company car (including fuel, maintenance and insurance). The appointments are subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Chan Cheuk Hei has received salary of RMB2,853,270 for year 2007.

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APPENDIX I PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Save as disclosed above, there is no other information relating to Mr. Chan that need to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules or to be brought to the attention of the shareholders of the Company.

Kwong Che Keung, Gordon (鄺志強), aged 58, has been Independent Non-executive Director of the Company since October 2005. Mr. Kwong has also been serving as a member of the remuneration committee, the nomination committee of the Company and the chairman of the audit committee of the Company. He has a Bachelor of Social Science degree from the University of Hong Kong and is a fellow member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants. He is also an independent non-executive director of a number of companies listed on the Stock Exchange, including COSCO International Holdings Limited, Tianjin Development Holdings Limited, Beijing Capital International Airport Company Limited, Frasers Property (China) Limited, NWS Holdings Limited, China Oilfield Services Limited, OP Financial Investment Limited (formerly known as Concepta Investments Limited), China Chengtong Development Group Limited, Global Digital Creations Holdings Limited, Ping An Insurance (Group) Company of China, Limited, Quam Limited, China Power International Development Limited, Henderson Land Development Company Limited, Henderson Investment Limited and CITIC 1616 Holdings Limited. From 1984 to 1998, Mr. Kwong was a partner of Price Waterhouse and was a council member of the Stock Exchange from 1992–1997.

Mr. Kwong has entered into an appointment letter with the Company for a term from 15 December 2006 to 30 June 2008. The appointments are subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Kwong is entitled to director’s fee as approved from time to time by shareholders at AGM of the Company. The director’s fee of Mr. Kwong for year 2007 was HK$262,500.

Save as disclosed above, Mr. Kwong has no relationship with any Directors, senior management, substantial or controlling shareholders of the Company. He does not have any interest in the Shares which is required to be disclosed under Part XV of SFO.

Save as disclosed above, there is no other information relating to Mr. Kwong that need to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.

Save for the foregoing, the Directors are not aware of any other matter that need to be brought to the attention of the Shareholders regarding the re-appointment of the above Directors.

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules and the Share Repurchase Rules to provide the requisite information to Shareholders for your consideration of the granting of the Repurchase Mandate. For the purpose of this appendix, the term ‘‘shares’’ shall be as defined in the Takeovers Code to mean shares of all classes and securities which carry a right to subscribe or purchase shares.

1. SHARE REPURCHASE RULES

The Share Repurchase Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase.

(b) Source of funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with the laws of the Cayman Islands and the memorandum of association and Articles of Association.

2. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company, thereby resulting in an increase in net assets and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the aggregate issued share capital of the Company comprised 3,745,660,000 Shares.

Subject to the passing of the ordinary resolutions to approve the Repurchase Mandate and Share Issue Mandate, and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM and the nominal value of each Share remaining the same, the Company would be allowed (i) under the Repurchase Mandate to repurchase a maximum of 374,566,000 Shares with an aggregate nominal value of HK$37,456,600 representing not more than 10% of the aggregate

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

nominal value of the issued share capital of the Company at the Latest Practicable Date; and (ii) under the Share Issue Mandate to allot and issue a maximum of 749,132,000 Shares with an aggregate nominal value of HK$74,913,200.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association and Articles of Association of the Company and the laws of the Cayman Islands. In repurchasing securities, the Directors will only apply funds out of the capital paid up on the relevant Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose in accordance with the Cayman Islands laws. Regarding the amount of premium (if any) payable on a repurchase, the Directors will only apply funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

There might be an adverse material impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have an adverse material effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

5. SHARE PRICES

The highest and lowest traded prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

	Share	prices
	Highest	Lowest
	HK$	HK$
2007
April	8.680	7.710
May	9.530	8.140
June	10.340	8.610
July	14.860	10.300
August	15.280	10.340
September	18.300	14.000
October	18.880	15.340
November	20.150	13.060
December	16.780	12.220
2008
January	14.220	7.840
February	12.380	8.800
March	10.760	6.440
April (up to the Latest Practicable Date)	9.750	7.420

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APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. SHARE PURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the Articles of Association.

8. EFFECT OF THE TAKEOVERS CODE

If, as a result of share repurchases made pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Chen Family Trust held 2,180,530,000 Shares, representing approximately 58.21% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and on basis that no further shares are issued, the number of Shares held by Chen Family Trust would be increased to approximately 64.68% of the total number of Shares in issue. The Directors are not presently aware of any consequences which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. The Directors will take all reasonable steps to ensure compliance with the prescribed minimum percentage requirement of 25% of the issued share capital of the company to be held in public hands pursuant to the Listing Rules.

9. DIRECTORS’ DEALINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

10. CONNECTED PERSONS

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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