C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 13, 2016

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 REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SUBSIDIARY SHARE OPTION SCHEME, PROPOSED GRANT OF SHARE OPTIONS UNDER THE SUBSIDIARY SHARE OPTION SCHEME 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 Thursday, 30 June 2016 at 10:00 a.m., is set out on pages 12 to 13 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 Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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.

14 June 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

• “Board”

the board of Directors

• “Cfu Come”

Cfu Come Limited, a private company incorporated in Hong Kong with limited liability and a Subsidiary of the Company

• “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

• “Date of Proposed Grant”

• 18 May 2016, being the date on which the Proposed Grant under the Subsidiary Share Option Scheme was conditionally approved by the board of directors of Cfu Come

• “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 Thursday, 30 June 2016 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 12 to 13 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

• “Latest Practicable Date” 8 June 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Mr. Man” Mr. Man Kin Fung, the creative director of Cfu Come “PRC” the People’s Republic of China

the Rules Governing the Listing of Securities on the Stock Exchange

“PRC”

“Proposed Grant” the grant of a Share Option to Mr. Man to subscribe for an aggregate of up to 350,000 shares of Cfu Come under the Subsidiary Share Option Scheme “Scheme Mandate Limit” the maximum number of shares of Cfu Come which may be issued upon the exercise of all the Share Options to be granted under the Subsidiary Share Option Scheme and all other share option schemes of Cfu Come which initially shall not in aggregate exceed 10% of the shares of Cfu Come in issue as at the date of adoption of the Subsidiary Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the shares of Cfu Come in issue as at the date of approval of the refreshed limit by the Shareholders “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)” option(s) to subscribe for the share(s) of Cfu Come pursuant to the Subsidiary Share Option Scheme “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary” has the same meaning ascribed thereto under the Listing Rules “Subsidiary Share the share option scheme of Cfu Come approved by the Option Scheme” Shareholders on 10 May 2016 “%” 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

14 June 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SUBSIDIARY SHARE OPTION SCHEME, PROPOSED GRANT OF SHARE OPTIONS UNDER THE SUBSIDIARY SHARE OPTION SCHEME 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 refreshment of the Scheme Mandate Limit; (ii) the Proposed Grant; and (iii) the notice of the EGM.

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LETTER FROM THE BOARD

2. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SUBSIDIARY SHARE OPTION SCHEME

The Company adopted the Subsidiary Share Option Scheme for its Subsidiary, Cfu Come, pursuant to an ordinary resolution passed on 10 May 2016. Apart from the Subsidiary Share Option Scheme, Cfu Come had no other share option scheme as at the Latest Practicable Date.

Pursuant to the Subsidiary Share Option Scheme and in compliance with Chapter 17 of the Listing Rules, the maximum number of shares of Cfu Come which may be issued upon exercise of all Share Options to be granted under the Subsidiary Share Option Scheme and any other share option scheme(s) of Cfu Come (if any) shall not in aggregate exceed 350,000 shares of Cfu Come, i.e. 10% of the total number of shares of Cfu Come in issue as at the date of approval of the Subsidiary Share Option Scheme. The Scheme Mandate Limit may be refreshed by both the Shareholders and the shareholders of Cfu Come in their general meetings from time to time provided that:

• (a) the Scheme Mandate Limit as refreshed shall not exceed 10% of the total number of shares of Cfu Come in issue as at the date of approval of the refreshment of the Scheme Mandate Limit;

• (b) Share Options previously granted under the Subsidiary Share Option Scheme and any other share option scheme(s) adopted by Cfu Come (including those outstanding, cancelled or lapsed in accordance with the relevant scheme or exercised Share Options) will not be counted for the purpose of calculating the Scheme Mandate Limit to be refreshed; and

• (c) the total number of shares of Cfu Come which may be issued upon exercise of all Share Options granted and yet to be exercised under the Subsidiary Share Option Scheme or any other share option scheme(s) adopted by Cfu Come must not exceed 30% of the shares of Cfu Come in issue from time to time.

As at the Latest Practicable Date, Cfu Come has granted a total of 350,000 Share Options since 10 May 2016 representing approximately 10% of the shares of Cfu Come in issue as at the Latest Practicable Date. None of the Share Options so far granted have been exercised, cancelled and/or lapsed. Unless the Scheme Mandate Limit under the Subsidiary Share Option Scheme is refreshed, no further Share Option would be allowed to be granted. The Scheme Mandate Limit has not been previously refreshed by Cfu Come since 10 May 2016.

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LETTER FROM THE BOARD

In order to provide Cfu Come with more flexibility in providing incentives to the eligible participants by way of granting of Share Options to them to strive for the future development and success of Cfu Come, the board of directors of Cfu Come considered that Cfu Come should refresh the Scheme Mandate Limit under the Subsidiary Share Option Scheme. The Directors concur with the view of the directors of Cfu Come and believe that the future development and success of Cfu Come and the appropriate reward and motivation of the participants are in the interests of the Company and the Shareholders as a whole.

Based on 3,500,000 shares of Cfu Come in issue as at the Latest Practicable Date and assuming no further shares of Cfu Come will be issued and bought back between the Latest Practicable Date and the date of the EGM, if the refreshment of the Scheme Mandate Limit is approved at the EGM, the Scheme Mandate Limit will be refreshed to 350,000 shares of Cfu Come and Cfu Come will be allowed to grant Share Options under the Subsidiary Share Option Scheme and any other share option scheme(s) of Cfu Come (if any) entitling holders thereof to subscribe for a maximum of 350,000 shares of Cfu Come, representing 10% of the shares of Cfu Come in issue as at the Latest Practicable Date.

As mentioned in the above paragraph, the Scheme Mandate Limit so refreshed is 350,000 shares of Cfu Come which, together with the outstanding Share Options with rights to subscribe for 350,000 shares of Cfu Come, represents approximately 20% of the issued share capital of Cfu Come as at the Latest Practicable Date and accordingly, does not exceed the 30% limit as at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is conditional upon the passing of an ordinary resolution to approve the refreshment of the Scheme Mandate Limit at the EGM by the Shareholders, being the holding company of Cfu Come pursuant to the requirements of Rule 17.01(4) of the Listing Rules.

The shares to be issued upon exercise of the Share Options will be the shares of Cfu Come and not the shares of the Company. The shares of Cfu Come are not listed.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, as at the Latest Practicable Date, Mr. Man and his Close Associates are not Shareholders, therefore no Shareholder is required to abstain from voting under the Listing Rules on the proposed ordinary resolution in respect of the proposed refreshment of the Scheme Mandate Limit at the EGM. In the event that Mr. Man and/or his Close Associates acquire any Share thereafter and before the EGM, they would abstain from voting in favour of the resolution approving the refreshment of Scheme Mandate Limit.

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LETTER FROM THE BOARD

3. PROPOSED GRANT OF SHARE OPTIONS UNDER THE SUBSIDIARY SHARE OPTION SCHEME

Subject to the approval of the refreshment of the Scheme Mandate Limit, it is proposed that 350,000 Share Options be granted to Mr. Man, the creative director of Cfu Come, to subscribe for, at a purchase price of approximately HK$7.20 per share of Cfu Come, 350,000 shares of Cfu Come in the share capital of Cfu Come, representing approximately 10% of the number of shares in issue of Cfu Come as at the Latest Practicable Date and approximately 8.33% of the number of enlarged shares in issue of Cfu Come (assuming that all Share Options under the Proposed Grant and all the Share Options previously granted are fully exercised before adjustment) as at the Date of Proposed Grant. The Proposed Grant is determined by the directors of Cfu Come based on the contributions made by Mr. Man to Cfu Come with reference to his length of service, work performed for Cfu Come, commitment in performing his duties and contributions to the development and performance of Cfu Come, and the performance of Cfu Come as a whole.

No options have been granted to Mr. Man under any share option scheme of Cfu Come in the 12 months immediately preceding the Date of Proposed Grant.

As at the Latest Practicable Date, a total of 3,500,000 shares had been issued by Cfu Come.

The following table illustrates the changes in shareholdings of Cfu Come with respect to the number of issued shares of Cfu Come as at the Latest Practicable Date and the enlarged issued share capital of Cfu Come assuming exercise in full of the Share Options proposed to be granted to Mr. Man and all the Share Options previously granted under the Subsidiary Share Option Scheme:

The Company Mr. Yeung Chun Chiu Ms. Lee Ka Yi Mr. Man Total:	As at the Latest Practicable Date Number of shares of Cfu Come held Approximate shareholdings percentage (note) 2,817,500 80.50% 341,250 9.75% 341,250 9.75% – 0% 3,500,000 100%	Upon exercise of the Share Options under the Proposed Grant and all the Share Options previously granted Number of shares of Cfu Come held Approximate shareholdings percentage (note) 2,817,500 67.71% 691,250 16.46% 341,250 8.13% 350,000 8.33% 4,200,000 100%	Upon exercise of the Share Options under the Proposed Grant and all the Share Options previously granted Number of shares of Cfu Come held Approximate shareholdings percentage (note) 2,817,500 67.71% 691,250 16.46% 341,250 8.13% 350,000 8.33% 4,200,000 100%
			100%

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

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LETTER FROM THE BOARD

The Proposed Grant will utilise all the 10% limit under the proposed refreshment of the Scheme Mandate Limit sought in the EGM.

According to the unaudited management accounts of Cfu Come for the period from 6 July 2015, being the date of incorporation of Cfu Come, to 31 December 2015, it recorded a net loss of approximately HK$860,294 and a net asset of value of approximately HK$2,639,706.

Since the exercise of Share Options under the Proposed Grant and the Share Options previously granted to Mr. Yeung Chun Chiu under the Subsidiary Share Option Scheme would result in a reduction of the percentage equity interest of the Company in Cfu Come from 80.50% to 67.71%, the Board has computed the percentage ratios in respect of such exercise of Share Options based on figures in its latest audited accounts of the Company and the unaudited management accounts of Cfu Come for the period from 6 July 2015 to 31 December 2015. As the applicable ratios of the exercise of all Share Options under the Proposed Grant and the Share Options previously granted are less than 5%, it does not constitute a notifiable transaction of the Company, and is not subject to Chapter 14 of the Listing Rules as at the Latest Practicable Date. The Board will continue to monitor the performance of Cfu Come, if the percentage ratios of the exercise of Share Options granted under the Subsidiary Share Option Scheme have significant change and become a notifiable transaction under Chapter 14 of the Listing Rules, the Company will comply with the relevant requirements under Chapter 14 of the Listing Rules.

Terms of the Proposed Grant

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

• (a) The exercise price of the Share Options under the Proposed Grant has been fixed at HK$7.20 per share of Cfu Come and was determined in accordance with the value of Cfu Come, its business performance and Mr. Man’s contributions to Cfu Come. The exercise price was also in line with the consideration paid by the Company in the acquisition of its 80.5% equity interest of Cfu Come on 11 November 2015, whereby such consideration was referenced to the market value of Cfu Come previously valued by an independent professional valuer.

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LETTER FROM THE BOARD

• (b) The Share Options shall have a validity period from the date upon obtaining the Shareholders’ approval at the EGM for the refreshment of the Scheme Mandate Limit to 30 September 2017 (both dates inclusive), subject to the vesting conditions as stated in the offer letter and the provisions for early termination contained in the Subsidiary Share Option Scheme.

• (c) the Share Options shall be vested and exercisable from 1 October 2016 to 30 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. Man shall pay HK$1.00 to Cfu Come as consideration for the Proposed Grant. Payment must be made within 21 days from the date of the offer letter issued pursuant to the Subsidiary Share Option Scheme.

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

Conditions of the Proposed Grant

The Proposed Grant is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshment of the Scheme Mandate Limit at the EGM; and

• (b) the Shareholders passing an ordinary resolution to approve the Proposed Grant at the EGM.

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LETTER FROM THE BOARD

Reasons for the Proposed Grant

The purpose of the Proposed Grant is to grant incentive and rewards to recognise the significant efforts and contribution to the development of Cfu Come by the key persons. Mr. Man is the creative director of Cfu Come and is responsible for all the user interface, user experience and artwork design of the mobile application. These are some of the most essential factors that led to the good performance of Cfu Come. With Mr. Man’s contribution, Cfu Come has achieved all the performance expectation set out by the Board for the first half of the year. For the upcoming fast development period, Mr. Man’s devotion and performance are the keys to the success of Cfu Come. The Board considers that the above purpose can be achieved by granting the Share Options as proposed as it demonstrates to Mr. Man that his efforts and contribution to Cfu Come 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 Cfu Come in achieving the goals of the Group without imposing substantial financial burden on the Group.

4. PRINCIPAL BUSINESS ACTIVITIES AND PROSPECTS OF CFU COME

Cfu Come has developed an application (the “ Cfu Come Application ”), which has been available for download in the application stores of two major mobile operating systems in the market since the end of September 2015. The Cfu Come Application provides a platform for users to post request orders for repair services or interior renovation through their mobile devices such as smartphones or tablets. Qualified handymen who have a registered account with the Cfu Come Application would receive an alert of the request and provide a quotation to the users through the Cfu Come Application. Should a user accepts the quotation, the handymen would provide the repair services or interior renovation accordingly. Going forward, the Company will continue to expand its user base and handymen base by aligning the Cfu Come Application with different repairing services. The Company will also extent from household market to the commercial market, which were identified to be a substantial growth area of the Company in last year.

5. LISTING RULES IMPLICATIONS

The Subsidiary Share Option Scheme constitutes a share option scheme pursuant to Chapter 17 of the Listing Rules. Pursuant to Rule 17.03(4) of the Listing Rules, as at the Date of Proposed Grant, given that the grant of 350,000 Share Options will result in the shares of Cfu Come to be issued upon exercise of all Share Options to be granted to Mr. Man being more than 1% of the shares in issue of Cfu Come in any 12-month period, the grant of 350,000 Share Options to Mr. Man shall be approved by the Shareholders at the EGM. As at the Latest Practicable Date, Mr. Man and his Close Associates are not Shareholders, therefore no Shareholder is required to abstain from voting under the Proposed Grant. In the event that Mr. Man and/or his Close Associates acquire any Share thereafter and before the EGM, they would abstain from voting in favour of the resolution approving the Proposed Grant.

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LETTER FROM THE BOARD

6. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 12 to 13 of this circular. At the EGM, resolutions will be proposed to approve the proposed refreshment of the Scheme Mandate Limit and the Proposed Grant.

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 Suites 3301-04, 33/F. Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 the information contained in this circular is accurate and complete in all respects and not misleading or deceptive; and 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 Board (including the independent non-executive Directors) considers that the proposed resolutions under this circular are fair and reasonable and in the best interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the resolutions proposed at the EGM.

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

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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 Thursday, 30 June 2016 at 10:00 a.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 the existing scheme mandate limit under the share option scheme (the “ Subsidiary Share Option Scheme ”) of Cfu Come Limited (“ Cfu Come ”) adopted by a resolution of the Shareholders dated 10 May 2016 be refreshed so that the aggregate nominal amount of the share capital of Cfu Come to be allotted and issued pursuant to the grant or exercise of the share options under the Subsidiary Share Option Scheme (excluding share options previously granted, outstanding, cancelled, lapsed or exercised under the Subsidiary Share Option Scheme) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of Cfu Come in issue as at the date of passing this resolution.”

2. “ THAT subject to and conditional upon the passing of resolution 1 above, the grant of 350,000 share options under the Subsidiary Share Option Scheme to Mr. Man Kin Fung to subscribe for 350,000 shares of Cfu Come be and is hereby approved.”

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

Hong Kong, 14 June 2016

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NOTICE OF THE EGM

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

Notes:

• (a) The register of members of the Company will be closed from Wednesday, 29 June 2016 to Thursday, 30 June 2016, 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 Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 28 June 2016.

• (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 Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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.

• (f) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the extraordinary general meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at www.cchengholdings.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

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.

This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.

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