C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 8, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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 C Cheng Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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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C CHENG HOLDINGS LIMITED 思城控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1486)

PROPOSED GRANT OF SHARE OPTIONS BEYOND THE SCHEME MANDATE LIMIT, PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of C Cheng Holdings Limited (the “ Company ”) to 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., is set out on pages 15 to 16 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

9 October 2015

CONTENTS

		Page
Definitions . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I —	Letter from the Independent Non-executive Directors . . .	14
Notice of the EGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “associate(s)” has the same meaning ascribed thereto under the Listing Rules

• “Board” the board of Directors

• “BVI” British Virgin Islands

• “close associate(s)” has the same meaning ascribed thereto under the Listing Rules

• “Company”

• C Cheng Holdings Limited (思城控股有限公司), a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange

• “connected person(s)”

• has the same meaning ascribed thereto under the Listing Rules

• “Date of Grant”

• 9 September 2015, being the date on which the Proposed Grant under the Share Option Scheme was conditionally approved by the Board

• “Director(s)”

• the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to 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., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 16 of this circular, or any adjournment thereof

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Shareholders”

• in the case of the Proposed Grant, the Shareholder other than Mr. Liang and his associate(s) and all the core connected persons of the Company

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DEFINITIONS

• “Latest Practicable Date”

• 30 September 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules”

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

• “Mr. Liang”

• Mr. Liang Ronald (梁鵬程), the chairman of the Company, an executive Director and a controlling shareholder (as defined under the Listing Rules) of the Company

• “PRC”

• the People’s Republic of China

• “Pre-IPO Share Option Scheme” the pre-IPO share option scheme adopted by the Company on 5 December 2013

• “Proposed Grant”

• the conditional grant of Share Options beyond the Scheme Mandate Limit to subscribe for an aggregate of 3,500,000 Shares under the Share Option Scheme to Mr. Liang

• “Proposed Refreshment of the proposed refreshment of the Scheme Mandate Scheme Mandate Limit” Limit

• “Rainbow Path”

• Rainbow Path International Limited, a company incorporated in the BVI with limited liability on 5 April 2013 and wholly owned by Mr. Liang

• “Scheme Mandate Limit”

• the maximum number of Shares that may be issued upon the exercise of all Share Options granted and to be granted under the Pre-IPO Share Option Scheme, the Share Option Scheme and any other share option scheme(s) of the Company

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)”

• the holder(s) of the Share(s)

• “Share Option(s)”

• share option(s) to subscribe for Share(s) granted and to be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme

• “Share Option Scheme”

• the share option scheme adopted by the Company on 5 December 2013

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DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Veteran Ventures” Veteran Ventures Limited, a company incorporated in the BVI with limited liability on 2 April 2013 and wholly-owned by Mr. Liang “%” per cent

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Liang Ronald Mr. Fu Chin Shing Mr. Wang Jun You Mr. Lo Kin Nang Mr. Ng Kwok Fai Mr. He Xiao

Independent non-executive Directors: Mr. Lo Wai Hung Mr. Wang Julius Mr. Yu Chi Hang

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

Principal Place of Business in Hong Kong: 15th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong

9 October 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF SHARE OPTIONS BEYOND THE SCHEME MANDATE LIMIT, PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the Proposed Grant; (ii) the Proposed Refreshment of Scheme Mandate Limit; and (iii) the notice of the EGM.

2. EXISTING SCHEME MANDATE LIMIT

The Company adopted the Pre-IPO Share Option Scheme on 5 December 2013 and the Share Option Scheme on 5 December 2013. Apart from the Pre-IPO Share Option Scheme and the Share Option Scheme, the Company has no other share option scheme currently in force as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Pursuant to the approval for the listing of and permission to deal in the Shares to be issued under the Pre-IPO Share Option Scheme and the Share Option Scheme granted by the Stock Exchange on 19 December 2013, the total number of Shares which may be allotted and issued upon exercise of the Share Options granted and to be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 18,000,000 Shares, representing 10% of the Shares in issue as at the date of listing of the Shares on the Main Board of the Stock Exchange. Pursuant to Note 1 to Rule 17.03(3) of the Listing Rules, Share Options lapsed in accordance with the terms of the Pre-IPO Share Option Scheme, the Share Option Scheme and any other share option schemes of the Company and will not be counted for the purpose of calculating the Scheme Mandate Limit.

Details of the Share Options granted under the Pre-IPO Share Option Scheme and the Share Option Scheme are set out below:

Scheme Pre-IPO Share Option Scheme Share Option Scheme Total	From the date of listing of the Shares on the Stock Exchange to the Latest Practicable Date (excluding the Proposed Grant) Share Options granted Share Options exercised Share Options cancelled Share Options lapsed (Note 1) 12,525,000 – – (1,505,000) 5,300,000 – – – 17,825,000 – – (1,505,000)	As at the Latest Practicable Date (excluding the Proposed Grant) Share Options outstanding 11,020,000 5,300,000
		16,320,000

Note:

1. The Share Options had lapsed in accordance with the terms of the Pre-IPO Share Option Scheme and the Share Option Scheme due to certain holders of the Share Options ceasing to be employees of the Group.

As at the Latest Practicable Date, the Company had granted a total of 17,825,000 Share Options (of which 5,300,000 Share Options were granted on the Date of Grant after the 1,505,000 Share Options had lapsed and thus were still within the existing Scheme Mandate Limit), of which no Share Options had been exercised, no Share Options had been cancelled, 1,505,000 Share Options had lapsed and 16,320,000 Share Options remained outstanding. As at the Latest Practicable Date, the total number of Share Options granted by the Company after reduction of the total number of Share Options lapsed under the Pre-IPO Share Option Scheme and the Share Option Scheme was 16,320,000, representing approximately 90.67% of the existing Scheme Mandate Limit.

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LETTER FROM THE BOARD

3. PROPOSED GRANT

Reference is made to the announcement of the Company dated 9 September 2015 in relation to the proposed grant of an aggregate of 8,800,000 Share Options to certain eligible persons which include, inter alia, executive Directors and employees of the Group, to subscribe for the Shares, of which the grant of 3,500,000 Share Options representing approximately 1.94% of the Shares in issue as at the Date of Grant is beyond the existing Scheme Mandate Limit and is conditional on, inter alia, the approval of the Shareholders in general meeting. The proposed grant of the remaining 5,300,000 Share Options is within the existing Scheme Mandate Limit and therefore not subject to the approval of the Shareholders in general meeting.

In light of the existing Scheme Mandate Limit, only a balance of 1,680,000 Share Options is available to be granted under the existing Scheme Mandate Limit as at the Latest Practicable Date. Therefore, the Proposed Grant of 3,500,000 Share Options exceeds the existing Scheme Mandate Limit and is subject to the approval of the Shareholders at the EGM.

Pursuant to Note 1 to Rule 17.03(3) of the Listing Rules and Clause 8.1 of the Share Option Scheme, the Company may seek separate approval by the Shareholders in general meeting for granting Share Options beyond the Scheme Mandate Limit provided the Share Options in excess of the Scheme Mandate Limit are granted only to participants specifically identified by the Company before such approval is sought.

Pursuant to Note 2 to Rule 17.03(3) of the Listing Rules and Clause 8.1(E) of the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time. As at the Latest Practicable Date, the total number of Shares in issue is 180,000,000 and 16,320,000 Share Options remained outstanding. Assuming that the Proposed Grant is approved to grant 3,500,000 Share Options, the total number of Shares which may be issued upon exercise of all outstanding Share Options and the Share Options that fall to be granted under the Proposed Grant will be 19,820,000 Shares, representing approximately 11.01% of the Shares in issue as at the Latest Practicable Date and will not exceed the overall limit of 30% of the Shares in issue.

Grant of options to Mr. Liang

Mr. Liang is the chairman of the Company, an executive Director and a controlling shareholder (as defined under the Listing Rules) of the Company. He is the sole shareholder of Rainbow Path and Veteran Ventures, which owned in aggregate 83,068,000 Shares as at the Latest Practicable Date, representing approximately 46.15% of issued share capital of the Company. As at the Latest Practicable Date, Mr. Liang was also interested in 800,000 Share Options (other than 3,500,000 Share Options proposed to be granted to Mr. Liang as disclosed in this circular). No Share Options have been granted to Mr. Liang within 12 months prior to the Date of Grant.

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LETTER FROM THE BOARD

Terms of the Proposed Grant

The terms of the Proposed Grant shall follow the terms of the Share Option Scheme. The Share Options are subject to the following specific terms:

• (a) The exercise price of the Share Options proposed to be granted to Mr. Liang has been fixed at HK$2.25 per Share and was determined in accordance with the rules of the Share Option Scheme, representing the highest of (i) HK$2.04, being the average of the closing prices of the Shares as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant; (ii) HK$2.25, being the closing price of the Shares as stated in the daily quotations sheet issued by the Stock Exchange on the Date of Grant; and (iii) the nominal value of HK$0.01 per Share.

• (b) The Share Options shall have a validity period from the date upon obtaining the Shareholders’ approval with Mr. Liang, his associates and all core connected persons of the Company abstaining from voting at the EGM and the Listing Approval (as defined below) to 8 September 2017, subject to the vesting conditions as stated in the offer letter and the provisions for early termination contained in the Share Option Scheme.

• (c) 50% of the Share Options shall be vested and exercisable from 9 September 2016 to 8 September 2017, both dates inclusive. Another 50% of the Share Options shall be vested and exercisable from 9 December 2016 to 8 September 2017, both dates inclusive.

• (d) There is no performance target to be fulfilled before the Share Options can be exercised.

• (e) Upon acceptance of the Proposed Grant, Mr. Liang shall pay HK$1.00 to the Company as consideration for the grant. Payment must be made within 21 days from the date of the offer letter issued pursuant to the Share Option Scheme.

• (f) The Shares to be allotted and issued upon the exercise of the Share Options will be subject to the articles of association of the Company and will rank pari passu among themselves and with the fully-paid Shares in issue as from the date of allotment, including voting rights, entitlement to dividends, transfer and other rights (including those arising on liquidation of the Company). The Share Options themselves, however, do not carry any right to voting, dividend, transfer or other rights (including those arising on the liquidation of the Company) prior to their being exercised and the underlying Shares being issued.

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LETTER FROM THE BOARD

Conditions of the Proposed Grant

The Proposed Grant is conditional upon:

• (i) the Shareholders passing an ordinary resolution to approve the Proposed Grant at the EGM; and

• (ii) the Stock Exchange granting the approval for the listing of and permission to deal in the Shares that may be issued pursuant to the exercise of the Share Options that may be granted under the Proposed Grant (the “ Listing Approval ”).

Application will be made to the Listing Division of the Stock Exchange for the listing of and permission to deal in the Shares that may be issued upon the exercise of the Share Options that may be granted under the Proposed Grant.

Reasons for the Proposed Grant

The purpose of the Proposed Grant is to grant incentive and rewards to recognise Mr. Liang’s significant efforts and contribution to the development of the Group’s business. In particular, with Mr. Liang’s efforts and contribution, the Group successfully transferred the listing of the Shares from the Growth Enterprise Market to the Main Board of the Stock Exchange on 3 August 2015 (announcement of the Company dated 24 July 2015 is referred to herein), which is a milestone achieved by the Group. The Board considers that the above purpose can be achieved by granting the Share Options as proposed as it demonstrates to Mr. Liang that his efforts and contribution to the Group are valued and will be rewarded. The Board also believes that the Proposed Grant is an appropriate way to reward and encourage the ongoing performance of Mr. Liang in achieving the goals of the Group without imposing substantial financial burden on the Group.

Moreover, the Board considers that the Proposed Grant could also serve to reward Mr. Liang for his dedication to the Group and strengthen the bond between Mr. Liang and the Company.

4. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

The life of the Share Option Scheme is 10 years from its adoption date (i.e. from 5 December 2013 to 4 December 2023). However as mentioned above, almost all of the existing Scheme Mandate Limit has been utilised, it was therefore proposed that resolution(s) to approve the Proposed Refreshment of Scheme Mandate Limit would also be presented to the Shareholders for approval at the EGM.

Pursuant to Note 1 to Rule 17.03(3) of the Listing Rules and Clause 8.1 of the Share Option Scheme, the Company may seek approval by its Shareholders in general meeting for refreshing the Scheme Mandate Limit. However, the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Share Options previously granted under the Pre-IPO Share

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LETTER FROM THE BOARD

Option Scheme, the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Share Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

As at the Latest Practicable Date, there were 180,000,000 Shares in issue. Assuming that no new Shares will be issued prior to the EGM, the maximum number of Share Options that can be granted by the Company under the proposed refreshed Scheme Mandate Limit would be 18,000,000 Shares, being 10% of the total number of Shares in issue as at the date of passing the resolution approving the Proposed Refreshment of Scheme Mandate Limit at the EGM.

Pursuant to Note 2 to Rule 17.03(3) of the Listing Rules and Clause 8.1(E) of the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time. As at the Latest Practicable Date, 16,320,000 Share Options remained outstanding. Assuming that the Proposed Grant is approved to grant 3,500,000 Share Options, the total number of Shares which may be issued upon exercise of all outstanding Share Options, together with the Share Options that fall to be granted under the Proposed Grant and the proposed refreshed Scheme Mandate Limit, will be 37,820,000 Shares, representing approximately 21.01% of the Shares in issue as at the Latest Practicable Date and will not exceed the overall limit of 30% of the Shares in issue.

Conditions of the Proposed Refreshment of Scheme Mandate Limit

The Proposed Refreshment of Scheme Mandate Limit is conditional upon:

• (i) the Shareholders passing an ordinary resolution to approve the Proposed Refreshment of Scheme Mandate Limit at the EGM; and

• (ii) the Stock Exchange granting the approval for the listing of and permission to deal in the Shares that may be issued pursuant to the exercise of the Share Options that may be granted under the proposed refreshed Scheme Mandate Limit.

Application will be made to the Listing Division of the Stock Exchange for the listing of and permission to deal in the Shares that may be issued upon the exercise of the Share Options that may be granted under the proposed refreshed Scheme Mandate Limit.

Reasons for the Proposed Refreshment of Scheme Mandate Limit

Unless the Scheme Mandate Limit is refreshed, only a limited number of Share Options representing 1,680,000 Shares may be granted under the existing Scheme Mandate Limit. The Board considers that the Proposed Refreshment of Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole as it will enable the Company more flexibility to attract, retain and motivate eligible participants of the Share Option Scheme to strive for future developments and expansion of the Group. It will also

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LETTER FROM THE BOARD

serve as incentive to encourage the eligible participants to perform their best in achieving the goals of the Group and allow them to enjoy the results of the Group attained through their efforts and contributions.

Save as disclosed in this circular, as at the Latest Practicable Date, the Company has no immediate plan and is not contemplating granting any Share Options in the near future following the Proposed Refreshment of Scheme Mandate Limit.

5. LISTING RULES IMPLICATIONS

As at the Date of Grant, given that (a) the grant of 3,500,000 Share Options will result in the Shares issued and to be issued upon exercise of all Share Options already granted and to be granted (including Share Options exercised, cancelled and outstanding) to Mr. Liang collectively in the 12-month period up to and including the Date of Grant representing in aggregate over 1% of the Shares in issue pursuant to Rule 17.03(4) of the Listing Rules; and (b) the grant of 3,500,000 Share Options will result in the Shares issued and to be issued upon exercise of all Share Options already granted and to be granted (including Share Options exercised, cancelled and outstanding) to Mr. Liang, collectively in the 12-month period up to and including the Date of Grant representing in aggregate over 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the Shares at the Date of Grant, in excess of HK$5,000,000 pursuant to Rule 17.04(1) of the Listing Rules, the grant of 3,500,000 Share Options to Mr. Liang shall be approved by the Shareholders at the EGM at which Mr. Liang, his associate (as defined under the Listing Rules) and all core connected persons (as defined under the Listing Rules) of the Company shall abstain from voting in favor of the resolution approving the grant of 3,500,000 Share Options to Mr. Liang.

As at the Date of Grant, the grant of 3,500,000 Share Options to Mr. Liang exceeds the Scheme Mandate Limit. Pursuant to Note 1 to Rule 17.03(3) of the Listing Rules and Clause 8.1 of the Share Option Scheme, the Company may seek separate approval by the Shareholders in general meeting for granting Share Options beyond the Scheme Mandate Limit provided the Share Options in excess of the Scheme Mandate Limit are granted only to Mr. Liang specifically identified by the Company before such approval is sought.

As a result, the grant of 3,500,000 Share Options to Mr. Liang is subject to the approval by the Shareholders of the Company at the EGM with Mr. Liang, his associate and all core connected persons of the Company abstaining from voting in accordance with the Listing Rules. As such, besides Mr. Liang, to the best knowledge of the Directors, Mr. Fu Chin Shing, an executive Director and Mr. Wang Jun You, an executive Director, shall abstain from voting in accordance with the Listing Rules. As at the Latest Practicable Date, Mr. Liang, Mr. Fu Chin Shing and Mr. Wang Jun You held 83,068,000 Shares, 36,632,000 Shares and 15,300,000 Shares, which amounted to approximately 46.15%, 20.35% and 8.50% of the total shareholdings of the Company, respectively.

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LETTER FROM THE BOARD

For illustrative purpose only, the following table shows the changes in the shareholdings of Mr. Liang and his associates in the issued share capital of the Company upon exercise in full of all the Share Options:

Mr. Liang and his associates Other Directors and their associates Public Shareholders Total:	As at the Latest Practicable Date Number of Shares held Approximate shareholding percentage (Note 1) 83,068,000 46.15% 51,932,000 28.85% 45,000,000 25.00% 180,000,000 100%	Upon exercise of the Share Options by Mr. Liang in full Upon exercise Options Number of Shares held Approximate shareholding percentage (Note 1) Number of Shares held 87,368,000 47.40% 87,368,000 51,932,000 28.18% 58,932,000 45,000,000 24.42%(Notes 2&3) 53,520,000 184,300,000 100% 199,820,000	of the Share in full Approximate shareholding percentage (Note 1) 43.72% 29.49% 26.79%
			100%

Notes:

1. The percentages may not add up to the total due to rounding.

2. In view of the situation that the public float of the Company might fall below 25% if Mr. Liang exercises partly or all of his Share Options while the other grantees do not, Mr. Liang has provided an undertaking to the Company, to ensure the compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

3. The Company will implement appropriate measures and mechanisms to ensure the compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

It was also proposed that resolution(s) to approve the Proposed Refreshment of Scheme Mandate Limit would also be presented to the Shareholders for approval at the EGM. Pursuant to Note 1 to Rule 17.03(3) of the Listing Rules and Clause 8.1 of the Share Option Scheme, the Company may seek approval by its Shareholders in general meeting for refreshing the Scheme Mandate Limit. However, the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Share Options previously granted under the Pre-IPO Share Option Scheme, the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Share Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. As such, the Proposed Refreshment of Scheme Mandate Limit shall be subject to the Shareholders’ approval requirements under the Listing Rules.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Proposed Refreshment of Scheme Mandate Limit. Accordingly, no Shareholder is required to abstain from voting at the EGM on the relevant resolution in respect of the Proposed Refreshment of Scheme Mandate Limit.

6. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 15 to 16 of this circular. At the EGM, resolutions will be proposed to approve the Proposed Grant and the Proposed Refreshment of Scheme Mandate Limit.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. Accordingly, all the proposed resolutions will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.cchengholdings.com) respectively. Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof to 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. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

7. RESPONSIBILITY STATEMENTS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The independent non-executive Directors believe that the Proposed Grant is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. The Board believes that the Proposed Refreshment of Scheme Mandate Limit is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders (including the Independent Shareholders) to vote in favour of the resolutions to be proposed at the EGM.

Your attention is drawn to the “Letter from the Independent Non-executive Directors” in Appendix I of this circular, which sets out the recommendation of the independent non-executive Directors to the Independent Shareholders as to voting in relation to the resolution to be proposed at the EGM for the approval of the Proposed Grant.

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

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APPENDIX I LETTER FROM THE INDEPENDENT NON-EXECUTIVE DIRECTORS

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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)

9 October 2015

To the Independent Shareholders

Dear Sir or Madam,

GRANT OF SHARE OPTIONS TO A SUBSTANTIAL SHAREHOLDER UNDER THE SHARE OPTION SCHEME

We refer to the circular of C Cheng Holdings Limited (the “ Company ”) dated 9 October 2015 to the Shareholders of the Company (the “ Circular ”) of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

This letter sets out our recommendation to the Independent Shareholders as to voting in relation to the resolution to be proposed at the EGM for the approval of the proposed grant of share options to Mr. Liang Ronald, a Director and a substantial Shareholder, on the proposed Date of Grant.

Having considered the past contribution by Mr. Liang Ronald to the business performance of the Group and as an incentive for his continuing commitment and contribution to the Group in the future, we are of the view that the terms of the Proposed Grant are fair and reasonable and in the interest of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Proposed Grant.

Lo Wai Hung

Wang Julius Yu Chi Hang

Independent Non-executive Directors

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NOTICE OF THE EGM

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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 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.”

2. “ 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

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NOTICE OF THE EGM

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).

• (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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