Asiasec Properties Limited — Proxy Solicitation & Information Statement 2013

Apr 18, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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DAN FORM HOLDINGS COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 271)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATE TO REPURCHASE ITS OWN SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dan Form Holdings Company Limited (“the AGM”) to be held at 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong, on Friday, 24 May, 2013 at 10:00 a.m. is set out on pages 11 to 15 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Dan Form Holdings Company Limited at its registered office in Hong Kong at 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish.

19 April, 2013

		CONTENTS
			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
**Letter **	from the Chairman
1.	Introduction . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-4
3.	General Mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
4.	General Mandate to issue Shares	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Actions to be taken . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Details of Directors proposed for re-election . . . . . . . . . . . . . . . . . . .			6-7
Appendix II — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8-10
Appendix III — Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .11-15

— i —

DEFINITIONS

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

“AGM”

means the annual general meeting of the Company to be held at 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong, on Friday, 24 May, 2013 at 10:00 a.m.

• “AGM Notice” means the notice convening the AGM as set out on page 11 to 15 of this circular

• “Articles”

• means the articles of association of the Company and its amendments from time to time

• “Board”

• means the board of directors of the Company or a duly authorized committee thereof for the time being, including the independent non-executive directors

• “Companies Ordinance” means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

• “Company”

• means Dan Form Holdings Company Limited, a company duly incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

• “Director(s)”

• means director(s) of the Company for the time being

• “Group”

• means the Company, its subsidiaries, its associated companies, its jointly controlled entities and its related companies from the time to time

• “Hong Kong”

• means the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$”

• means Hong Kong dollars, the lawful currency of Hong Kong

• “Latest Practicable Date”

• means 11 April, 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• means the Rules Governing the Listing of Securities on the Stock Exchange

“Ordinary Resolution(s)” means the proposed ordinary resolution(s) in respect of the special business as referred to in the AGM Notice

— 1 —

DEFINITIONS

“Share(s)”	means share(s) of HK$0.50 each in the share capital of the
	Company (or of such other nominal amount as shall result
	from a sub-division, consolidation, reclassification or
	reconstruction of the share capital of the Company from time
	to time)
“Share Repurchase Mandate”	means a general and unconditional mandate given to the
	Directors to exercise the power of the Company to repurchase
	at any time during the period as set out in Ordinary
	Resolution No. 5 up to 10% of the issued share capital of the
	Company at the date of passing of the Ordinary Resolution
	No. 5
“Share Issue Mandate”	means a general and unconditional mandate given to the
	Directors to exercise the power of the Company to allot and
	issue Shares during the period as set out in Ordinary
	Resolution No. 6 up to 20% of the issued share capital of the
	Company as at the date of passing of the Ordinary Resolution
	No. 6
“Shareholder(s)”	means Registered holder(s) of Share(s)
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited
“Takeovers Code”	means the Hong Kong Code on Takeovers and Mergers and
	Share Repurchases
“%”	means per cent

— 2 —

LETTER FROM THE CHAIRMAN

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DAN FORM HOLDINGS COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 271)

Executive Director: Dai Xiaoming (Chairman and Chief Executive)

Non-Executive Director: Kenneth Hiu King Kon

Registered Office: 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong

Independent Non-Executive Directors: Jesse Nai Chau Leung Xiang Bing Edward Shen

19 April, 2013

To the shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS GENERAL MANDATE TO REPURCHASE ITS OWN SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed re-election of Directors, general mandates to repurchase Shares and to issue Shares and extension of the general mandate to issue Shares and to seek your approval of the resolutions relating to these matters at the AGM.

2. RE-ELECTION OF DIRECTORS

The Board currently consists of five Directors, namely Mr. Dai Xiaoming, Mr. Kenneth Hiu King Kon, Mr. Jesse Nai Chau Leung, Dr. Xiang Bing and Mr. Edward Shen.

— 3 —

LETTER FROM THE CHAIRMAN

Pursuant to Article 102 of the Articles of Association, Mr. Kenneth Hiu King Kon and Dr. Xiang Bing shall retire by rotation at the AGM and, being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

Dr. Xiang Bing, being Independent Non-executive Directors of the Company eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule of the Listing Rules. Dr. Xiang Bing has served as an Independent Non-executive Director of the Company for more than 9 years. During his years of appointment, Dr. Xiang has demonstrated has ability to provide an independent view to the Company’s matters. Notwithstanding his years of service as an Independent Non-executive Director of the Company, the Board is of the view that Dr. Xiang is able to continue to fulfill his role as required and thus recommends him for re-election at the AGM. Further, the Company is of the view that Dr. Xiang meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

3. GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the Companies Ordinance and the Listing Rules, listed companies incorporated in Hong Kong may in certain circumstances, if authorised by their articles of association, purchase their own shares.

At the annual general meeting of the Company held on 25 May, 2012, a general mandates were given to the Directors to exercise the powers of the Company to, among others, repurchase its own Shares. Such general mandate will lapse at the conclusion of the AGM. Therefore, an Ordinary Resolution will be proposed at the AGM to give the Share Repurchase Mandate to the Directors to repurchase Shares representing up to a maximum of 10% of the issued share capital of the Company at the date of the passing of the Ordinary Resolution; details of which are set out in Ordinary Resolution No. 5 in the AGM Notice. In addition, Shareholders should note that the general mandate covers purchases made or agreed to be made only during the period ending on the earliest of the conclusion of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by law or the Company’s Articles of Association and the date upon which such authority is revoked or varied by ordinary resolution of the shareholders in general meeting.

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix II to this circular.

— 4 —

LETTER FROM THE CHAIRMAN

4. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 25 May, 2012, general mandates were given to the Directors to exercise the powers of the Company to, among others, issue Shares. Such general mandate will lapse at the conclusion of the AGM. At the AGM, an Ordinary Resolution will be proposed that a Share Issue Mandate be given to the Directors to issue further Shares representing up to 20% of the issued share capital of the Company at the date of the passing of the Ordinary Resolution (i.e. not exceeding 249,459,789 Shares based on the issued share capital of the Company of 1,247,298,945 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing the Ordinary Resolution). In addition, an Ordinary Resolution will be proposed to authorise extension of the Share Issue Mandate which would increase the limit of the Share Issue Mandate by adding to it the number of Shares repurchased under the Share Repurchase Mandate.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions No. 6 and No. 7 in the AGM Notice respectively.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 11 to 15 of this circular to consider the resolutions relating to, among others, the re-election of Directors, the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate.

Pursuant to the Listing Rules 13.39(4), any vote of shareholders at a general meeting must be taken by poll and the issuer must announce the results of the poll in the manner prescribed under rule 13.39(5).

6. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM. Completion and deposit of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

7. RECOMMENDATION

The Directors are of the opinion that the re-election of Directors, the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are in the best interests of the Company and accordingly recommend that shareholders vote in favour of the Ordinary Resolutions to be proposed at the AGM.

Yours faithfully, Dai Xiaoming

Chairman and Chief Executive

— 5 —

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The two Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Kenneth Hiu King Kon, Non-Executive Director

Aged 51. Appointed as a Director in October, 1994 and redesignated as Non-Executive Director on 1 October 2012. Mr. Kon graduated from Middlesex University in the United Kingdom with a Bachelor’s Degree in Business Studies. He has been involved in the planning of many large-scale investment and development projects in the PRC and Hong Kong and has over twenty-six years’ experience in investment and management in manufacturing industries and property development. He also has extensive experience in securities trading, corporate finance, mergers and acquisitions and corporate restructuring. Mr. Kon was appointed as an Independent Non-Executive Director of North Asia Strategic Holdings Limited (Stock Code: 8088) with effect from 19 February, 2013.

Mr. Kon does not have any relationships with any Directors, senior management or substantial or controlling Shareholders of the Company.

Save as disclosed above, he has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date.

Mr. Kon does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

For the year ended 31 December, 2012, Mr. Kon received a fee of HK$3,438,051 for being Executive Director and Deputy Chief Executive of the Company for the period from 1 January, 2012 to 30 September, 2012. He also received a fee of HK$50,000 for being a Non-Executive Director of the Company for the period from 1 October, 2012 to 31 December, 2012. For the year ending 31 December, 2013 Mr. Kon as a Non-Executive Director of the Company will be entitled to receive Director’s emoluments of about HK$200,000 having regard to his performance and duties, the Company’s performance and the prevailing market conditions.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

— 6 —

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Xiang Bing , Independent Non-Executive Director

Aged 50. Appointed as a Director in May, 1995. Dr. Xiang graduated with a University Golden Medal from Xi’an Jiaotong University, the People’s Republic of China, in 1983 and obtained his Ph.D. in Management from the University of Alberta, Canada in 1991. Dr. Xiang is currently the founding dean of Cheung Kong Graduate School of Business. Before joining the Beijing University, Dr. Xiang has served as a faculty at the Hong Kong University of Science and Technology and the China Europe International Business School in Shanghai. Dr. Xiang is a well-known management expert, especially in finance, and he is very familiar with management theories and practice in the East and West. He has extensive experience in executive training and has conducted seminars for several leading executive programs. He has worked with many Chinese and multinational corporations on executive training, merger and acquisition strategies and managerial control systems. He has also been consulted by the China’s government organizations responsible for formulating and implementing state enterprise reform in China.

Dr. Xiang has been a member of the Company’s Audit Committee since 15 September, 1998. Dr. Xiang has also been a member of the Company’s Remuneration Committee since 13 September, 2005.

Dr. Xiang does not have any relationships with any Directors, senior management or substantial or controlling Shareholders of the Company. He has not held any directorship in other listed public companies during the three years preceding the Latest Practicable Date or any position with the Company and any other members of the Group.

Dr. Xiang does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

In order to comply with the Code Provisions A.4.1 and A.4.2, the Company has issued a two-years-term appointment letter on 16 May, 2011 to Dr. Xiang with immediate effect. However, he is subject to retirement by rotation and re-election in accordance with the provisions of the existing Articles of Association of the Company.

For the year ended 31 December, 2012, the Director’s fee of Dr. Xiang was HK$230,000. For the year ending 31 December, 2013, Dr. Xiang as an independent non-executive director of the Company will be entitled to receive Director’s fee of HK$230,000 which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

— 7 —

EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration of the Share Repurchase Mandate. This explanatory statement further constitutes the memorandum required under section 49BA(3)(b) of the Companies Ordinance.

1. LISTING RULES

The Listing 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 summarized below:

(a) Source of Funds

Repurchases must be funded out of funds which are legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

(b) Maximum Number of Shares to be Repurchased

A maximum of 10% of the existing issued share capital of a company at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,247,298,945 Shares.

Subject to the passing of ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 124,729,895 Shares.

3. REASON FOR REPURCHASES

The Directors believe that the Share Repurchase Mandate is in the best interest of the Company and its Shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company. Shareholders can be assured that the Directors will only made such repurchases in circumstance which they consider to be appropriate and in the best interests of the Company.

4. FUNDING OF REPURCHASES

The Company is empowered by its Memorandum and Articles of Association to repurchase its Shares. Repurchases may be funded out of the profits of the Company or out of the proceeds of a fresh issue of Shares or out of cash at bank or out of bank borrowings which are funds legally available for the purpose of repurchase in accordance with the Company’s Memorandum and Articles of Association and the Companies Ordinance.

— 8 —

EXPLANATORY STATEMENT

APPENDIX II

5. IMPACT OF REPURCHASES

On the basis of the consolidated financial position of the Company as at 31 December, 2012 (being the date to which the latest published audited consolidated financial statements of the Company have been made up) and in particular the working capital position and gearing position of the Company at that time and the number of Shares now in issue, the Directors consider that, in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period, there might not be a material adverse impact on the working capital and the gearing position of the Company as compared with the position disclosed in the latest published audited consolidated financial statements for the year ended 31 December, 2012. Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital position and gearing position of the Company. Repurchases will only be made in circumstances which in the opinion of the Directors are from time to time appropriate to the Company.

6. SHARE PRICES

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest prices at which Shares have been traded on the Stock Exchange were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2012
April	1.190		0.950
May	1.100		0.900
June	1.020		0.890
July	0.940		0.790
August	1.000		0.810
September	1.120		0.870
October	1.220		1.040
November	1.100		0.990
December	1.180		1.010
2013
January	1.260		1.110
February	1.190		1.000
March	1.040		0.900
April (up to the Latest Practicable Date)	0.990		0.900

— 9 —

EXPLANATORY STATEMENT

APPENDIX II

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that in the event they exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate, they will exercise such powers in accordance with the Listing Rules, the regulations set out in the memorandum and articles of association of the Company, the Companies Ordinance and any other applicable laws of Hong Kong.

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their associates of any of the Directors have any present intention, in the event that the grant to the Directors of a repurchase mandate is approved by shareholders, to sell Shares to the Company.

No persons who are connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make repurchase of Shares.

If on the exercise of the power to repurchase Shares 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 purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Dai Xiaoming, Chairman and Chief Executive Officer of the Company, together with Harlesden Limited (a company controlled by Mr. Dai), which is the ultimate holding company of the Company, were beneficially interested in an aggregate of 452,892,969 Shares representing approximately 36.31 per cent. of the issued share capital of the Company. Based on such shareholdings and in the event that the Directors exercised in full power to repurchase Shares under the repurchase mandate, then (if the present shareholdings otherwise remained the same) the shareholdings of Mr. Dai and Harlesden Limited would be increased to approximately 40.34 per cent. of the reduced issued share capital of the Company which would trigger their obligations to make a mandatory offer under the Takeovers Code. The Directors have noted and will comply with the above Takeovers Code. If the repurchase of Shares is beneficial to the survival and development of the Group, the Directors might have intention to exercise the repurchase mandate to an extent that might give rise to the consequences which would arise under the Takeovers Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, there was no repurchase of its Shares made by the Company (whether on the Stock Exchange or otherwise).

— 10 —

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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DAN FORM HOLDINGS COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 271)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dan Form Holdings Company Limited (the “Company”) will be held at 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong on Friday, 24 May, 2013 at 10:00 a.m. for the following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and Independent Auditors for the year ended 31 December, 2012.

2. To declare a final dividend.

3. (a) The two Directors proposed to be re-elected at the AGM are:

4. Mr. Kenneth Hiu King Kon; and

Dr. Xiang Bing

• (b) To authorize the Directors to fix the remuneration of the Directors.

• To re-appoint the Auditors of the Company and authorise the Directors to fix their remuneration.

• As special business, to consider and, if thought fit, pass with or without amendments, the following as an Ordinary Resolution:

ORDINARY RESOLUTION

“ THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the Company on The Stock Exchange of Hong Kong Limited (“the Stock Exchange”) or on any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and

— 11 —

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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 and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares in the Company which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 of the Company or the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be held; or

  • (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution.”

• As special business, to consider and, if thought fit, pass with or without amendments, the following as an Ordinary Resolution:

ORDINARY RESOLUTION

“ THAT:

• (a) subject to paragraph (c) of this resolution and pursuant to Section 57B of the Companies Ordinance, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the 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 of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors of the Company during the Relevant Period 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 in the Company) which would or might require the exercise of such power after the end of the Relevant Period;

— 12 —

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares in the Company; or (iii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such schemes or similar arrangements of shares or rights to acquire shares of the Company; or (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 of the Company or the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be held; or

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution; and

“Rights Issue” means an offer of shares in the Company or issue of options, warrants or other securities giving the right to subscribe for shares in the Company, open for a period fixed by the directors of the Company to the holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares in the Company (or, where appropriate, such other securities), (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

— 13 —

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. As special business, to consider and if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution:

ORDINARY RESOLUTION

“THAT subject to the passing of Ordinary Resolutions Nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares in the Company pursuant to Ordinary Resolution No. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 5 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.”

By Order of the Board Chen Si Ying, Cynthia Company Secretary

Hong Kong, 19 April, 2013

Registered Office:

33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong

Notes:

1. With respect to Ordinary Resolution No. 6, approval is being sought from the members in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any shares of the Company up to twenty (20) per cent. of the aggregate nominal amount of the issued share capital of the Company. Under Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the existing general mandate to issue shares lapses at the above Meeting.

2. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company.

3. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified true copy thereof must be deposited at the Company’s registered office at 33/F., Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong not less than 48 hours before the time appointed for the holding of the above Meeting or any adjourned meeting.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. The final dividend is payable to shareholders whose names appear on the Register of Members of the Company at close of business on 31 May 2013 (Friday). To ascertain entitlement of the shareholders to the final dividend, the register of members of the Company will be closed from 30 May 2013 (Thursday) to 31 May 2013 (Friday), both days inclusive. To qualify for such final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m., 29 May 2013 (Wednesday).

2. The Register of Members of the Company will be closed from 23 May 2013 (Thursday) to 24 May 2013 (Friday), both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Annual General Meeting, all share certificates with completed transfer forms, either overleaf or separately, must be lodged with the Company’s Registrar, Tricor Tengis Limited, 26/F, Tesbury Centre, 28 Queen’s Raod East, Wanchai, Hong Kong for registration not later than 4:30 p.m., 22 May 2013 (Wednesday).

3. With regard to Resolutions Nos. 3 and 5 to 7 set out in this notice, a circular giving details of the proposed re-election of directors, the proposed general mandates to repurchase and issue shares, the extension of the Share Issue Mandate incorporating this notice will be despatched today to the Shareholders of the Company.

4. This notice will also be available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.danform.com.hk from 19 April, 2013.

5. As at the date of this notice, the Board comprised Mr. Dai Xiaoming as Executive Director, Mr. Kenneth Hiu King Kon as a Non-Executive Director, and Mr. Jesse Nai Chau Leung, Dr. Xiang Bing and Mr. Edward Shen as Independent Non-Executive Directors.

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