Agile Group Holdings Limited - Proxy Solicitation & Information Statement 2012

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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

AND

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Thursday, 10 May 2012 at 2:30 p.m. is set out in Appendix III to this circular. 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 Company’s branch share registrar and transfer offi ce 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.

27 March 2012

		Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Repurchase Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Proposed Amendments to the Memorandum and
	Articles of Association and adoption of Amended and
	Restated Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix	I — Particulars of Retiring Directors subject to Re-election. . . . . . . . . . . . . . . . .	7
Appendix	II — Explanatory Statement on Share Repurchase Mandate . . . . . . . . . . . . . . . . .	10
Appendix	III — Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— i —

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Four
	Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong,
	8 Finance Street, Central, Hong Kong on Thursday, 10 May 2012
	at 2:30 p.m.;
“AGM Notice”	the notice of AGM set out in Appendix III to this circular;
“Articles of Association”	the articles of association of the Company;
“Amended and	the amended and restated memorandum and articles of association
Restated Memorandum and	of the Company incorporating and consolidating all the proposed
Articles of Association”	amendments referred to in paragraphs 6.A. and 6.B. of the AGM
	Notice including all previous amendments to the memorandum and
	articles of association adopted and approved by the Company;
“Board”	the board of Directors of the Company;
“Chen’s Family Trust”	a family trust established by Top Coast as trustee and the
	benef ciaries of which are the Founding Shareholders;
“China” or “PRC”	The People’s Republic of China. For the purpose of this circular,
	excluding Hong Kong, Macau Special Administrative Region of
	the PRC and Taiwan region;
“Company”	Agile Property Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which are
	listed on the Main Board of 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 the executive Directors of the Company;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	Hong Kong Special Administrative Region of the PRC;
“Latest Practicable Date”	19 March 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Memorandum and	the memorandum and articles of association of the Company;
Articles of Association”

— 1 —

DEFINITIONS

“RMB” Renminbi, the lawful currency of PRC; “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, reclassifi cation 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 offer, allot and issue, grant options over or otherwise dispose of the unissued Shares in the capital 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 5.B. (as modifi ed by paragraph 5.C.) of the AGM Notice;

“Share 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 5.A. 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 Code on Takeovers and Mergers and Share Repurchases;

“Top Coast” Top Coast Investment Limited, a company incorporated in the British Virgin Islands with limited liability on 17 May 2005, being the trustee of Chen’s Family Trust; and

“%”

per cent.

— 2 —

LETTER FROM THE BOARD

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

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

Executive Directors:

Mr. Chen Zhuo Lin (Chairman) Cricket Square Mr. Chan Cheuk Yin (Vice Chairperson and Co-President) Hutchins Drive Ms. Luk Sin Fong, Fion (Vice Chairperson and Co-President) P.O. Box 2681 Mr. Chan Cheuk Hung Mr. Chan Cheuk Hei

Mr. Chan Cheuk Nam

Independent Non-executive Directors:

Dr. Cheng Hon Kwan GBS, OBE, JP Mr. Kwong Che Keung, Gordon Mr. Cheung Wing Yui

Principal place of offi ce in the PRC: Agile Hotel Jinyong Road Sanxiang Town, Zhongshan City Guangdong Province PRC Postal Code: 528463

Principal place of business in Hong Kong: 33rd Floor Citibank Tower 3 Garden Road Central Hong Kong

27 March 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS ON RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

— 3 —

LETTER FROM THE BOARD

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 Share Repurchase Mandate and Share Issue Mandate to the Directors; and (iii) the proposed amendments to the Memorandum and Articles of Association and (iv) the adoption of the Amended and Restated Memorandum and Articles of Association incorporating and consolidating all the proposed amendments referred to in paragraphs 6.A. and 6.B. of the AGM Notice including all previous amendments to the Memorandum and Articles of Association adopted and approved by the Company.

2. RE-ELECTION OF RETIRING DIRECTORS

At the AGM, Mr. Chen Zhuo Lin, Ms. Luk Sin Fong, Fion and Dr. Cheng Hon Kwan will retire as Directors and being eligible, will offer themselves for re-election as Directors in accordance with Article 87 of the Articles of Association.

Particulars of Mr. Chen Zhuo Lin, Ms. Luk Sin Fong, Fion and Dr. Cheng Hon Kwan are set out in 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 Share Repurchase Mandate, details of which are set out in paragraph 5.A. in the AGM Notice. The Shares which may be repurchased pursuant to the Share 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 Share Repurchase Mandate. The Share 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 Share 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 Share 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 proposed ordinary resolution of the Shareholders set out in paragraph 5.A. of the AGM Notice to grant to the Directors the Share 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 Share Repurchase Mandate, if granted.

— 4 —

LETTER FROM THE BOARD

The Share Issue Mandate shall be exercisable during the period from the passing of the ordinary resolutions of the Shareholders set out in paragraphs 5.A. and 5.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 Articles of Association or any applicable laws to be held; and
(iii) the date on which the authority set out in the ordinary resolution of the Shareholders set out in paragraph 5.A. of the AGM Notice is revoked or varied by an ordinary resolution or ordinary resolutions of the Shareholders in general meeting.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in paragraphs 5.B. and 5.C. of the AGM Notice.

5. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Directors also propose (1) to make certain amendments to the Memorandum and Articles of Association in order to refl ect the current revised requirements of the Listing Rules, in particular but not limited to the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules taking effect in year 2012; (2) to adopt other house-keeping improvements to the Memorandum and Articles of Association; and (3) to adopt the Amended and Restated Memorandum and Articles of Association incorporating and consolidating all the proposed amendments referred to in paragraphs 6.A. and 6.B. of the AGM Notice including all previous amendments to the Memorandum and Articles of Association adopted and approved by the Company.

Details of the proposed amendments to the Memorandum and Articles of Association are set out in paragraphs 6.A and 6.B. of the AGM Notice contained in this circular.

The legal advisers to the Company as to Hong Kong laws and the laws of the Cayman Islands laws have respectively confi rmed that the proposals relating to amendments to the Memorandum and Articles of Association and adoption of Amended and Restated Memorandum and Articles of Associations comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company also confi rms that there is nothing irregular or unusual provisions in the proposed amendments to the Memorandum and Articles of Association and/or the Amended and Restated Memorandum and Articles of Association from the perspective of a Cayman Islands company listed on the Stock Exchange.

The proposed amendments to the Memorandum and Articles of Association, including the Amended and Restated Memorandum and Articles of Association which consolidates all the proposed amendments referred to in the AGM Notice and all previous amendments to the Memorandum and Articles of Association adopted and approved by the Company are subject to the Shareholders’ approval by way of special resolutions at the AGM.

Shareholders are advised that the Memorandum and Articles of Association are available only in English and the Chinese translation of the proposed amendments to the Memorandum and Articles of Association provided in the AGM Notice in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

— 5 —

LETTER FROM THE BOARD

Copies of the Memorandum and Articles of Association and the Amended and Restated Memorandum and Articles of Association will be available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. (save for Saturdays, Sundays and public holiday(s)) at 33rd Floor, Citibank Tower, 3 Garden Road, Central, Hong Kong from the date of this circular up to the date of the AGM.

6. RECOMMENDATION

The Directors consider that (1) the re-election of the retiring Directors; (2) approval of the Share Repurchase Mandate and the Share Issue Mandate; (3) the proposed amendments to the Memorandum and Articles of Association and (4) the adoption of the Amended and Restated Memorandum and Articles of Association incorporating and consolidating all the proposed amendments referred to in paragraphs 6.A. and 6.B. of the AGM Notice including all previous amendments to the Memorandum and Articles of Association adopted and approved by the Company are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions in the terms as set out in the AGM Notice.

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 Company’s branch share registrar and transfer offi ce 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 Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Thursday, 10 May 2012 at 2:30 p.m. is set out in Appendix III to this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the AGM will be voted by poll.

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 confi rm, 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

— 6 —

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX I

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

Chen Zhuo Lin , aged 49, is the founder of the Group. He has been the Chairman and an Executive Director of the Company since August 2005 and has over 19 years of extensive experience in real estate development and management. Mr. Chen is mainly responsible for the formulation of development strategies, decision-making on investment projects, development directions on the operations and overall business management, setting the goal of the fi nancial year for the Group and maintaining the relationships with the Shareholders. He received a number of awards during 2007 to 2009, including “World Outstanding Chinese Award” in 2007, “Top 30 Chinese Philanthropists in 30 Years of Reform” (改革開放30年，華人慈善30人) in 2008, “China Philanthropy Outstanding Contribution Individual Award” (中華慈善突出貢獻人物獎) and “Top 10 Persons of the Year for China Enterprise Management Excellence Award” (中國企業十大卓越管理年度人物) in 2009. Mr. Chen serves as an executive vice chairperson of China Overseas Chinese Entrepreneurs Association (中國僑商投資企業協會), honourary vice president of Chinese Language and Culture Education Foundation of China (中國華文教育基金會), honourary chairperson of Hong Kong-Zhongshan Sanxiang Fellowship Association (香港中山三鄉同鄉會), vice chairperson of Zhongshan Association of Enterprise with Overseas Chinese Investment (中山市僑資企業商會) and vice chairperson of Second General Committee of Guangdong Overseas Chinese Enterprises Association (廣東省僑商投資企業協會). He is the brother of Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam and also the spouse of Ms. Luk Sin Fong, Fion.

Mr. Chen did not hold any directorship in other listed public companies in the last 3 years. Mr. Chen is interested in 2,193,220,000 Shares within the meaning of Part XV of the SFO.

Mr. Chen has entered into a service agreement with the Company for a term of 3 years commencing from 3 June 2009 to the conclusion of AGM or until early terminated by not less than 3 months’ notice in writing served by either party on the other. Mr. Chen is 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 appointment is subject to the provisions of retirement and rotation of directors under the Articles of Association. Mr. Chen has received a total salary of RMB3,743,701 for year 2011.

Save as disclosed above, there is no other information relating to Mr. Chen 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.

Luk Sin Fong, Fion , aged 50, has been a Vice Chairperson and a Co-President and an Executive Director of the Company since August 2005. Ms. Luk has over 19 years of extensive management experience in real estate development and management, in particular in strategic marketing and marketing management. She is mainly responsible for planning and marketing, sales, fi nance, administration and human resources management, information technology, property management, hotel management, policy of corporate social responsibility and charitable activities of the Group, and managing the overall operation of projects in the areas of Zhongshan, Foshan, Guangzhou and Guangdong. Ms. Luk received a Master’s degree in Business Administration from University of Western Sydney, Australia in 2005. She has received several honourary resident awards in Foshan and Nanhai in 2004 and in Zhongshan in 2009 respectively, as well as other awards including “Zhongshan Outstanding Enterpreneurs” (中山優秀企業家) in 2006 and “Top 10 Excellent CBO” (中國十大卓越 CBO) in 2008. Ms. Luk is a vice chairperson of Guangzhou Housing Society (廣州巿房地產協會) and an honourary chairperson of Guangdong Provincial Qiaoxin Charity Foundation (廣東省僑心慈善基金會). She is the spouse of Mr. Chen Zhuo Lin.

— 7 —

PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX I

Ms. Luk did not hold any directorship in other listed public companies in the last 3 years. Ms. Luk is interested in 2,193,220,000 Shares within the meaning of Part XV of the SFO.

Ms. Luk has entered into a service agreement with the Company for a term of 3 years commencing from 3 June 2009 to the conclusion of AGM or until early terminated by not less than 3 months’ notice in writing served by either party on the other. Ms. Luk is entitled to use a company car which is, in the opinion of the Board, suitable to her position, and be reimbursed all reasonable expenses incurred in relation to the company car (including fuel, maintenance and insurance). The appointment is subject to the provisions of retirement and rotation of directors under the Articles of Association. Ms. Luk has received a total salary of RMB3,202,120 for year 2011.

Save as disclosed above, there is no other information relating to Ms. Luk 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.

Cheng Hon Kwan (鄭漢鈞), GBS, OBE, JP , aged 84, has been an Independent Non-executive Director of the Company since October 2005, chairperson of Remuneration Committee and a member of each Audit Committee and Nomination Committee of the Company. Dr. Cheng is mainly responsible for providing independent advice to the Board. He holds a Bachelor of Science in Engineering from Tianjin University and a postgraduate diploma from The Imperial College London. Dr. Cheng was also awarded several honourary doctorate degrees including those awarded by The Hong Kong University of Science and Technology, City University of Hong Kong, The Open University of Hong Kong and The Open University, United Kingdom, and is a fellow of The Imperial College London and City and Guilds London Institute. Dr. Cheng is a past president, honourary fellow and gold medallist of The Hong Kong Institution of Engineers; past vice president, fellow and gold medallist of The Institution of Structural Engineers; fellow of The Institution of Civil Engineers, United Kingdom and of American Society of Civil Engineers and honourary fellow of The Institution of Engineers, Australia. He is also an honourary member of both Hong Kong Institute of Planners and Hong Kong Institute of Architects and obtained National Class 1 Registered Structural Engineer qualifi cation. Dr. Cheng is an Authorised Person and a Registered Structural Engineer under the Buildings Ordinance (Chapter 123 of the Laws of Hong Kong); and former chairperson of Hong Kong Housing Authority and Transport Advisory Committee. He is a former member of the Standing Committee of Tianjin CPPCC and is a permanent honourary chairperson of Hong Kong Tianjin Friendship Association. Dr. Cheng is a former member of both Executive and Legislative Councils. He is an independent non-executive director of a number of companies listed on the Stock Exchange, including Wing Hang Bank, Limited, Tianjin Development Holdings Limited, Hang Lung Group Limited and Hang Lung Properties Limited.

Dr. Cheng has entered into an appointment letter with the Company for a term of 3 years commencing from 3 June 2009 to the conclusion of AGM or until early terminated by not less than 1 month’s notice in writing served by either party on the other. The appointment is subject to the provisions of retirement and rotation of directors under the Articles of Association. The director’s fee of Dr. Cheng for year 2011 was HK$340,000.

Dr. Cheng has confi rmed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and the nomination committee and the Board affi rmed Dr. Cheng remained to be independent.

Save as disclosed above, Dr. Cheng has no relationship with any Directors, Company’s senior management, substantial or controlling Shareholders. Dr. Cheng does not have any interest in the Shares which is required to be disclosed under Part XV of SFO.

— 8 —

APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Save as disclosed above, there is no other information relating to Dr. Cheng 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 retiring Directors.

— 9 —

APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules and Share Repurchase Rules to provide the requisite information to Shareholders for their consideration of the granting of Share Repurchase Mandate. For the purpose of this appendix, the term “ shares” shall be as defi ned in 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 specifi c approval in relation to specifi c transactions or by a general mandate to the directors 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 Cayman Islands and the company’s memorandum and articles of association.

2. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe the fl exibility afforded by the Share Repurchase Mandate would be benefi cial to the Company and its Shareholders. Shares 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 benefi cial 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. Such repurchases will only be made when the Directors believe that such repurchases will benefi t the Company and its Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the aggregate issued share capital of the Company comprised 3,449,450,000 Shares.

Subject to the passing of the ordinary resolutions to approve Share Repurchase 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 to repurchase a maximum of 344,945,000 Shares with an aggregate nominal value of HK$34,494,500 under the Share Repurchase Mandate.

— 10 —

APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles of Association and the laws of Cayman Islands. Under Cayman Islands law, the amount of capital repaid in connection with a Share repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose, or out of the capital paid up on such Shares. Regarding the amount of premium (if any) payable on a Share repurchase, the Directors will only apply funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company.

There might be an adverse material impact on the working capital or gearing position of the Company in the event the Share 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 Share 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 prevailing.

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 and up to the Latest Practicable Date were as follows:

	Share prices
	Highest	Lowest
	HK$	HK$
2011
April	14.24	12.02
May	13.50	11.82
June	13.70	11.06
July	13.68	11.70
August	12.86	9.44
September	10.84	5.01
October	8.23	4.16
November	7.38	4.76
December	7.23	6.10
2012
January	9.60	6.37
February	10.96	8.48
March (up to the Latest Practicable Date)	10.34	8.89

— 11 —

APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company has purchased a total of 12,752,000 Shares from the market during the last 6 months preceding the Latest Practicable Date (i.e. 19 September 2011 to 19 March 2012) and details of which are as follows:

Date of repurchase 22 September 2011 30 September 2011 Total	Number of Shares repurchased Repurchase price per Share Highest Lowest (HK$) (HK$) 3,044,000 5.90 5.81 9,708,000 5.15 5.02 12,752,000

Save as disclosed above, neither the Company nor any of its subsidiaries has purchased any of the Company’s listed securities during the last 6 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 Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Cayman Islands and the Memorandum and Articles of Association.

8. THE TAKEOVERS CODE

If, as a result of Share repurchases of the Company made pursuant to the Share 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’s Family Trust held 2,180,530,000 Shares, representing approximately 63.21% of the issued share capital of the Company. In the event that the Share Repurchase Mandate is exercised in full and on basis that no further Shares are issued, the number of Shares held by Chen’s Family Trust would be increased to approximately 70.24% 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 Share 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.

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APPENDIX II EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

9. DIRECTORS’ SHARE 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 Share Repurchase Mandate if such is approved by the Shareholders.

10. CONNECTED PERSONS

No connected persons (as defi ned in the Listing Rules) have notifi ed 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 Share Repurchase Mandate is approved by the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

NOTICE IS HEREBY GIVEN that the annual general meeting of Agile Property Holdings Limited (the “ Company ”) will be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Thursday, 10 May 2012 at 2:30 p.m. for the following purposes:

To receive and adopt the audited fi nancial statements together with the report of directors and the independent auditor’s report of the Company and its subsidiaries for the year ended 31 December 2011.
To declare a fi nal dividend for the year ended 31 December 2011.
To re-elect the retiring directors of the Company and to authorise the board of directors (the “ Board ”) to fi x the remuneration of directors.
To re-appoint auditors and to authorise the Board to fi x their remuneration.
As ordinary business to consider and, if thought fi t, pass with or without modifi cations, the following resolutions (the “ Resolutions ”) as ordinary resolutions:

5.A. “ THAT:

(i) subject to paragraph (ii) of this Resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defi ned) of all powers of the Company to repurchase shares of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(ii) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(iii) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; or
(c) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

5.B. “THAT:

(i) subject to paragraphs (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defi ned) of all the powers of the Company to allot, issue and deal with additional Shares in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require Shares to be allotted and issued during or after the Relevant Period (as hereinafter defi ned) be and is hereby generally and unconditionally approved;
(ii) the powers granted in paragraph (i) of this Resolution shall authorise the Directors during the Relevant Period (as hereinafter defi ned) to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require Shares to be allotted and issued after the end of the Relevant Period (as hereinafter defi ned);
(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the exercise of the power by the Directors described in paragraph (i) of this Resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defi ned); or (b) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specifi ed in such scheme or similar arrangement of Shares or rights to acquire Shares; or (c) any issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into Shares ; or (d) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the Article of Association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(iv) the expression “Relevant Period” shall for the purposes of this Resolution have the same meaning as assigned to it under Resolution 5.A.(iii) of this notice.

“Rights Issue” means an offer of Shares open for a period fi xed by the directors to holders of Shares on the register of members on a fi xed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

5.C. “ THAT subject to Resolutions 5.A. and 5.B. of this notice being passed, the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 5.B. of this notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares in the capital of the Company repurchased by the Company under the authority granted to the Directors pursuant to Resolution 5.A. of this notice, provided that the amount of share capital repurchased by the Company shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution.”
As special business, for the purpose of considering and, if thought fi t, passing, with or without modifi cations, the following resolutions as special resolutions of the Company:
6.A. “ THAT the Memorandum of Association of the Company be amended by inserting a new clause after Clause 8:
- “9. The Company may exercise the power contained in the Companies Law (Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.”
6.B. “ THAT the Articles of Association of the Company be amended as follows:
- (1) Article 2(1)
  - (i) Article 2(1) be amended by inserting the following new defi nition of “business day” immediately after the defi nition of “Board” or “Directors”:

““business day” shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day for the reason of a Number 8 or higher Typhoon Signal, Black Rainstorm Warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.”

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NOTICE OF ANNUAL GENERAL MEETING

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(ii) The defi nition of “capital” in Article 2(1) be amended by replacing the following:
“the share capital from time to time of the Company.”

With:

“the share capital of the Company from time to time.”
(iii) The defi nition of “ordinary resolution” in Article 2(1) be amended by replacing the following:

“a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than fourteen (14) clear days’ Notice has been duly given;”

With:

“a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59;”

(iv) The defi nition of “Register” in Article 2(1) be amended by replacing the following:

“the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.”

With:

“the principal register and where applicable, any branch register of Members to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.”

(v) The defi nition of “special resolution” in Article 2(1) be amended by replacing the following:

“a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than twenty-one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-fi ve (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one (21) clear days’ Notice has been given;”

With:

(vi) The defi nition of “Subsidiary and Holding Company” in Article 2(1) be amended by replacing the following:

“the meanings attributed to them in the rules of the Designated Stock Exchange.”

With:

“has the meanings attributed to them in the rules of the Designated Stock Exchange.”

(vii) Article 2(1) be amended by inserting the following new defi nition of “substantial shareholder” immediately after the defi nition of “Subsidiary and Holding Company”:

““substantial shareholder” shall mean a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company.”

(2) Article 2(2)

Article 2(2) be amended by inserting a new paragraph immediately after Article 2(2)(h) as follows:

“(i) Section 8 of the Electronic Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(3) Article 3(2)

Article 3(2) be amended by replacing the following:

“Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fi t. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.”

With:

“Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fi t and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Law. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.”

(4) Article 3(3)

Article 3(3) be amended by replacing the following:

“Except as allowed by the Law and subject further to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority the Company shall not give fi nancial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.”

With:

“Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give fi nancial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(5) Article 4(d)

Article 4(d) be amended by replacing the following:

“sub-divide its shares, or any of them, into shares of smaller amount than is fi xed by the memorandum of association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;”

With:

“sub-divide its shares, or any of them, into shares of smaller amount than is fi xed by the Company’s Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;”

(6) Article 8(1)

Article 8(1) be amended by replacing the following:

“Subject to the provisions of the Law and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specifi c provision, as the Board may determine.”

With:

“Subject to the provisions of the Law and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(7) Article 9

Article 9 be amended by replacing the following:

“Subject to the Law, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specifi c purchases. If purchases are by tender, tenders shall be available to all Members alike.”

With:

“Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specifi c purchases. If purchases are by tender, tenders shall be available to all Members alike.”

(8) Article 10(a)

Article 10(a) be amended by replacing the following:

“the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorized representative) or by proxy (whatever the number of shares held by them) shall be a quorum;”

With:

“the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorised representative or by proxy (whatever the number of shares held by them) shall be a quorum; and”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(9) Article 10(b)

Article 10(b) be amended by replacing the following:

“every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and”

With:

“every holder of shares of the class shall be entitled to one vote for every such share held by him.”

(10) Article 10(c)

Article 10(c) be amended by deleting the following paragraph in its entirety:

“(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.”
(11) Article 16

Article 16 be amended by replacing the following:

“Every share certifi cate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certifi cate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certifi cates (or certifi cates in respect of other securities) need not be autographic but may be affi xed to such certifi cates by some mechanical means or may be printed thereon.”

With:

“Every share certifi cate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certifi cate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certifi cates (or certifi cates in respect of other securities) need not be autographic but may be affi xed to such certifi cates by some mechanical means or may be printed thereon.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(12) Article 22

Article 22 be amended by replacing the following:

“The Company shall have a fi rst and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fi xed time in respect of that share. The Company shall also have a fi rst and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.”

With:

“The Company shall have a fi rst and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fi xed time in respect of that share. The Company shall also have a fi rst and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.”

(13) Article 23

Article 23 be amended by replacing the following:

“Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfi lled or discharged nor until the expiration of fourteen clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfi lment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

With:

“Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfi lled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfi lment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.”

(14) Article 33

Article 33 be amended by replacing the following:

“The Board may, if it thinks fi t, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.”

With:

“The Board may, if it thinks fi t, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

(15) Article 51

Article 51 be amended by replacing the following:

“The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.”

With:

“The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.”

(16) Article 55(2)(a)

Article 55(2)(a) be amended by replacing the following:

“all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;”

With:

(17) Article 55(2)

The following paragraph be amended by replacing the following:

“For the purpose of the foregoing, the “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.”

With:

“For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.”

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NOTICE OF ANNUAL GENERAL MEETING

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(18) Article 59(1)

Article 59(1) be amended by replacing the following:

“An annual general meeting and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by not less than twenty-one (21) clear days’ Notice. All other extraordinary general meetings may be called by not less than fourteen (14) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:”

With:

“An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) clear days and not less than (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:”

(19) Article 59(2)

Article 59(2) be amended by replacing the following:

“The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.”

With:

“The notice shall specify the time and place of the meeting and particulars of the resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.”

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(20) Article 61(1)(f)

Article 61(1)(f) be amended by replacing the following:

“the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than 20 per cent. in nominal value of its existing issued share capital; and”

With:

“the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than twenty per cent. (20%) in nominal value of its existing issued share capital; and”

(21) Article 66

Article 66 be amended by replacing the following:

“Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designed 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:

(a) by the chairman of such meeting; or
(b) by 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
(c) by 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 representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

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(d) by 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 up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
(e) 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 fi ve per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.”

With:

“(1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman of the meeting’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.
(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
(a) by 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
(b) by 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 representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

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(c) by 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 up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.”

(22) Article 67

Article 67 be amended by replacing the following:

“Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.”

With:

“Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.”

(23) Article 68

Article 68 be amended by replacing the following:

“If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting fi gures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

With:

“The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting fi gures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

(24) Article 69

Article 69 be amended by deleting in its entirety and substituting therefor the words “[intentionally left blank]”.

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(25) Article 70

Article 70 be amended by deleting in its entirety and substituting therefor the words “[intentionally left blank]”.

(26) Article 73

Article 73 be amended by replacing the following:

“All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.”

With:

“All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.”

(27) Article 74

Article 74 be amended by replacing the following:

“Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.”

With:

“Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.”

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(28) Article 75(1)

Article 75(1) be amended by replacing the following:

“A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Offi ce, head offi ce or Registration Offi ce, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.”

With:

“A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Offi ce, head offi ce or Registration Offi ce, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, as the case may be.”

(29) Article 80

Article 80 be amended by replacing the following:

“The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certifi ed copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specifi ed for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specifi ed at the Registration Offi ce or the Offi ce, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held

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within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.”

With:

“The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certifi ed copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specifi ed for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specifi ed at the Registration Offi ce or the Offi ce, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.”

(30) Article 81

Article 81 be amended by replacing the following:

“Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fi t, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fi t. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.”

With:

“Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fi t, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fi t. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.”

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(31) Article 82

Article 82 be amended by replacing the following:

“A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Offi ce or the Registration Offi ce (or such other place as may be specifi ed for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.”

With:

(32) Article 84(2)

Article 84(2) be amended by replacing the following:

“If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fi t to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including the right to vote individually on a show of hands.”

With:

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was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including where a show of hands is allowed, the right to vote individually on a show of hands.”

(33) Article 86(1)

Article 86(1) be amended by replacing the following:

“Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the fi rst place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and shall hold offi ce until their successors are elected or appointed.”

With:

“Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the fi rst place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and who shall hold offi ce for such term as the Members may determine or, in the absence of such determination, in accordance with Article 87 or until their successors are elected or appointed or their offi ce is otherwise vacated.”

(34) Article 87(2)

Article 87(2) be amended by replacing the following:

“A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in offi ce since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.”

With:

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Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in offi ce since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.”

(35) Article 88

The word “dispatch” in the second last line of the paragraph be replaced by the word “despatch”.

(36) Article 103(1)(i)

Article 103(1)(i) be amended by replacing the following:

“any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefi t of the Company or any of its subsidiaries;”

With:

“any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associate(s) at the request of or for the benefi t of the Company or any of its subsidiaries;”

(37) Article 103(1)(iv)

Article 103(1)(iv) be amended by replacing the following:

“any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;”

With:

(38) Article 103(1)(v)

Article 103(1)(v) be amended by deleting in its entirety the existing Article 103(1)(v).

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(39) Article 103(1)(vi)

Article 103(1)(vi) be re-numbered and by replacing the following:

“(vi) any proposal or arrangement concerning the adoption, modifi cation or operation of a share option scheme, a pension fund or retirement, death or disability benefi ts scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.”

With:

“(v) any proposal or arrangement concerning the adoption, modifi cation or operation of a share option scheme, a pension fund or retirement, death or disability benefi ts scheme or other arrangement which relates both to Directors, his associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.”
(40) Article 103(2)

Article 103(2) be amended by deleting in its entirety the existing Article 103(2).

(41) Article 103(3)

Article 103(3) be amended by deleting in its entirety the existing Article 103(3).

(42) Article 103(4)

Article 103(4) be amended by re-numbering the existing Article 103(4) to Article 103(2).

(43) Article 104(3)(a)

Article 104(3)(a) be amended by replacing the following:

“To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.”

With:

“to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.”

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(44) Article 104(3)(b)

Article 104(3)(b) be amended by replacing the following:

“To give to any Directors, offi cers or servants of the Company an interest in any particular business or transaction or participation in the profi ts thereof or in the general profi ts of the Company either in addition to or in substitution for a salary or other remuneration.”

With:

“to give to any Directors, offi cers or servants of the Company an interest in any particular business or transaction or participation in the profi ts thereof or in the general profi ts of the Company either in addition to or in substitution for a salary or other remuneration.”

(45) Article 104(3)(c)

Article 104(3)(c) be amended by replacing the following:

“To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.”

With:

“to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.”

(46) Article 115

Article 115 be amended by replacing the following:

“A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.”

With:

“A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by any Director.”

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(47) Article 122

Article 122 be amended by replacing the following:

“A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is suffi cient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid.”

With:

(48) Article 145(1)(a)(iv)

Article 145(1)(a)(iv) be amended by replacing the following:

“the dividend (or that part of the dividend to be satisfi ed by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profi ts of the Company (including profi ts carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for

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allotment and distribution to and amongst the holders of the non-elected shares on such basis; or”

With:

“the dividend (or that part of the dividend to be satisfi ed by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profi ts of the Company (including profi ts carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve (as defi ned below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or”

(49) Article 145(1)(b)(iv)

Article 145(1)(b)(iv) be amended by replacing the following:

“the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profi ts of the Company (including profi ts carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.”

With:

“the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profi ts of the Company (including profi ts carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve (as defi ned below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.”

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(50) Article 153

Article 153 be amended by replacing the following:

“Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfi ed in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary fi nancial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual fi nancial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary fi nancial statement, a complete printed copy of the Company’s annual fi nancial statement and the directors’ report thereon.”

With:

“Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfi ed in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summarised fi nancial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual fi nancial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summarised fi nancial statement, a complete printed copy of the Company’s annual fi nancial statement and the directors’ report thereon.”

(51) Article 160

Article 160 be amended by replacing the word “act” with the word “fact” in the last line of the paragraph.

(52) Article 161

Article 161 be amended by replacing the following:

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APPENDIX III

any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fi de believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands fi rst in the Register and notice so given shall be deemed a suffi cient service on or delivery to all the joint holders.”

With:

“Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fi de believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands fi rst in the Register and notice so given shall be deemed a suffi cient service on or delivery to all the joint holders.”

(53) Article 163(2)

Article 163(2) be amended by replacing the word “notice” with the word “Notice” in the fi rst line of the paragraph.

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(54) Article 163(3)

Article 163(3) be amended by replacing the word “notice” with the word “Notice” in the second line of the paragraph.

(55) Article 164

Article 164 be amended by replacing the following:

“For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received.”

With:

“For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received.”

(56) Article 166(1)

Article 166(1) be amended by replacing the following:

“Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than suffi cient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insuffi cient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

With:

“Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than suffi cient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insuffi cient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.”

(57) Article 166(3)

Article 166(3) be amended by replacing the following:

“In the event of winding-up of the Company in Hong Kong, every Member of the Company who is not for the time being in Hong Kong shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgements in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee, whether appointed by the Member or the liquidator, shall be deemed to be good personal service on such Member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such Member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such Member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement fi rst appears or the letter is posted.”

With:

“In the event of winding-up of the Company in Hong Kong, every Member who is not for the time being in Hong Kong shall be bound, within fourteen (14) days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgements in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee, whether appointed by the Member or the liquidator, shall be deemed to be good personal service on such Member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

such Member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such Member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement fi rst appears or the letter is posted.”

6.C. “ THAT the Amended and Restated Memorandum and Articles of Association of the Company in the form of the document marked “A” produced at this meeting and for the purposes of identifi cation signed by the Chairman of this meeting, incorporating and consolidating all the proposed amendments referred to in paragraphs 6.A. and 6.B. above including all previous amendments to the Memorandum and Articles of Association adopted and approved by the Company, be and are hereby approved and adopted in place of and in substitution for and to the exclusion of the Memorandum and Articles of Association.”
To transact any other business.

By Order of the Board Agile Property Holdings Limited WAI Ching Sum Deputy General Manager and Company Secretary

Hong Kong, 27 March 2012

Principal place of offi ce in the PRC: Agile Hotel Jinyong Road Sanxiang Town, Zhongshan City Guangdong Province PRC Postal Code: 528463

Principal place of business in Hong Kong: 33rd Floor Citibank Tower 3 Garden Road Central Hong Kong

Notes:

A shareholder entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote for him. A shareholder who is the holder of two or more shares in the capital of the Company may appoint more than one proxy. A proxy need not be a shareholder of the Company.
To be valid the proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certifi ed copy thereof, must be deposited with the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fi xed for holding the meeting and adjourned meeting.
Delivery of proxy form shall not preclude a shareholder from attending and voting in person at the annual general meeting or any adjournment thereof and in such event, the proxy form shall be deemed to be revoked.
The register of members of the Company will be closed from Monday, 7 May 2012 to Thursday, 10 May 2012, both days inclusive, during which period no transfer of shares will be registered. In order to have right to attend and vote at the meeting, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on Friday, 4 May 2012.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

The register of members of the Company will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the payment of the fi nal dividend to be approved at the meeting, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 15 May 2012.
The Chinese language translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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AI assistant

Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2012

50832_rns_2012-03-26_1d868d55-3f19-4381-a2ab-bd9807952d80.pdf

AGILE PROPERTY HOLDINGS LIMITED

PROPOSALS ON RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

AND

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

AGILE PROPERTY HOLDINGS LIMITED

PROPOSALS ON RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND

1. INTRODUCTION

2. RE-ELECTION OF RETIRING DIRECTORS

3. GENERAL MANDATE TO REPURCHASE SHARES

4. GENERAL MANDATE TO ISSUE SHARES

5. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

6. RECOMMENDATION

7. ACTION TO BE TAKEN

8. ANNUAL GENERAL MEETING

9. RESPONSIBILITY STATEMENT

1. SHARE REPURCHASE RULES

(a) Shareholders’ approval

(b) Source of funds

2. REASONS FOR SHARE REPURCHASE

3. SHARE CAPITAL

4. FUNDING OF REPURCHASES

5. SHARE PRICES

6. SHARE REPURCHASE MADE BY THE COMPANY

7. DIRECTORS’ UNDERTAKING

8. THE TAKEOVERS CODE

9. DIRECTORS’ SHARE DEALINGS

10. CONNECTED PERSONS

AGILE PROPERTY HOLDINGS LIMITED

5.A. “ THAT:

5.B. “THAT:

With:

With:

With:

With:

(3) Article 3(2)

With:

With:

With:

(6) Article 8(1)

With:

With:

With:

(12) Article 22

Article 22 be amended by replacing the following:

With:

(13) Article 23

Article 23 be amended by replacing the following:

With:

(14) Article 33

Article 33 be amended by replacing the following:

With:

(15) Article 51

With:

With:

With:

(18) Article 59(1)

With:

(19) Article 59(2)

Article 59(2) be amended by replacing the following:

With:

(20) Article 61(1)(f)

With:

With:

(25) Article 70

With:

(27) Article 74

With:

(28) Article 75(1)

Article 75(1) be amended by replacing the following:

With:

Agile Group Holdings Limited Proxy Solicitation & Information Statement 2012