C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 8, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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C CHENG HOLDINGS LIMITED 思城控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1486)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of C Cheng Holdings Limited (the “ Company ”) will be held at 15th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, on Monday, 16 November 2015 at 2:30 p.m. (the “ EGM ”) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Division of The Stock Exchange of Hong Kong Limited ( the “ Stock Exchange “) granting the approval for the listing of and permission to deal in the ordinary shares of HK$0.01 each in the share capital of the Company (the “ Shares ”) which may be allotted and issued pursuant to the exercise of the share options to be granted pursuant to this resolution, the grant of 3,500,000 share options (“ Share Options ”) (in which 1,680,000 Share Options are under the existing limit under share option schemes of the Company and 1,820,000 Share Options are beyond the existing limit) under the share option scheme adopted by the Company on 5 December 2013 (the “ Share Option Scheme ”) to Mr. Liang Ronald entitling him to subscribe for an aggregate of 3,500,000 Shares at the exercise price of HK$2.25 per Share, the terms of grant are set out in the circular of the Company dated 9 October 2015 (the “ Circular ”), a copy of which has been submitted to this meeting marked “A” and initialed by the chairman of this meeting for identification purposes, be and is hereby approved; and any director or the company secretary of the Company be and is hereby authorised to do such things and acts as may be necessary or expedient in order to give full effect to such grant of share options to Mr. Liang, the issue of Shares upon the exercise of the Share Options by Mr. Liang and the transactions contemplated thereunder.”

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1. “ THAT subject to and conditional upon the Listing Division of the Stock Exchange granting the approval for the listing of and permission to deal in the Shares which may be allotted and issued pursuant to the exercise of the share options which may be granted under the New Scheme Mandate Limit (as hereinafter defined), the refreshment of the maximum number of share options which could be granted pursuant to the Share Option Scheme and all other share option scheme(s) of the Company, up to 10 per cent. of the total number of Shares in issue as at the date of the passing of this resolution (the “ New Scheme Mandate Limit ”) be and is hereby approved; and any director or the company secretary of the Company be and is hereby authorised to do such things and acts as may be necessary or expedient in order to give full effect to the New Scheme Mandate Limit and to allot, issue and deal with the Shares to be issued pursuant to the exercise of such share options.”

By order of the Board C Cheng Holdings Limited Liang Ronald Chairman

Hong Kong, 9 October 2015

Registered office: Principal place of business in Hong Kong: Cricket Square, 15th Floor, North Tower, Hutchins Drive, World Finance Centre, P.O. Box 2681, Harbour City, Grand Cayman, KY1-1111, Tsim Sha Tsui, Cayman Islands Kowloon, Hong Kong

Notes:

• (a) The register of members of the Company will be closed from Thursday, 12 November 2015 to Monday, 16 November 2015, both dates inclusive, during which period no transfer of shares will be registered. In order to attend the EGM, all transfer of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 11 November 2015.

• (b) Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (c) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).

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• (d) Completion and delivery of the form of proxy shall not preclude members from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.

• (e) Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holders.

As at the date of this notice, the executive Directors are Mr. Liang Ronald, Mr. Fu Chin Shing, Mr. Wang Jun You, Mr. Lo Kin Nang, Mr. Ng Kwok Fai and Mr. He Xiao, and the independent non-executive Directors are Mr. Lo Wai Hung, Mr. Wang Julius and Mr. Yu Chi Hang.

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