C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2017

Nov 6, 2017

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 TO EXECUTIVE DIRECTORS 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 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 24 November 2017 at 10:30 a.m., is set out on pages 15 to 17 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 Hong Kong branch share registrar, 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.

7 November 2017

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Grant of Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Effect on Shareholding Structure of the Company Upon Exercise of
	the Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
5.	Reasons for the Proposed Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	Information on Share Options Granted Under the Company’s
	Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	EGM and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
8.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
9.	Responsibility Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX	– 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

• “business day(s)” a day (other than a Saturday or a Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities

• “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

• “core connected person(s)”

• has the same meaning ascribed thereto under the Listing Rules

• “Date of Grant” 28 September 2017, 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 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 24 November 2017 at 10:30 a.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 17 of this circular, or any adjournment thereof

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Shareholders” in the case of the Proposed Grant, the Shareholders other than Mr. Liang, Mr. GS Liu and Mr. Fu and their respective associate(s) and all the core connected persons of the Company

• “Latest Practicable Date” 2 November 2017, 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. Fu” Mr. Fu Chin Shing（符展成）, the chief executive officer of the Company, an executive Director and a substantial shareholder (as defined under the Listing Rules) of the Company

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

• “Mr. GS Liu” Mr. Liu Gui Sheng（劉桂生）, the co-chairman of the Company and executive Director 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 to subscribe for an aggregate of 9,800,000 Shares under the Share Option Scheme to Mr. Liang, Mr. GS Liu and Mr. Fu

• “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)

– 2 –

DEFINITIONS

“Share Options” share options proposed to be granted to Mr. Liang, Mr. GS Liu and Mr. Fu under the Share Option Scheme, entitling them to subscribe for an aggregate of 9,800,000 Shares “Share Option Scheme” the share option scheme adopted by the Company on 5 December 2013 “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” 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. Liu Gui Sheng Mr. Fu Chin Shing Mr. Wang Jun You Mr. Liu Yong Mr. Ma Kwai Lam Lambert

Independent non-executive Directors: Mr. Yu Chi Hang Mr. Lo Wai Hung Ms. Su Ling

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

7 November 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF SHARE OPTIONS TO EXECUTIVE DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 28 September 2017 in relation to, among others, the conditional grant of Share Options to Mr. Liang, Mr. GS Liu and Mr. Fu.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) information in respect of the Proposed Grant; (ii) the recommendations of the Board, including all the independent non-executive Directors, in relation to the Proposed Grant; and (iii) the notice of the EGM.

2. PROPOSED GRANT OF SHARE OPTIONS

Reference is made to the announcement of the Company dated 28 September 2017 in relation to, among others, the grant of Share Options to Mr. Liang, Mr. GS Liu and Mr. Fu. On 28 September 2017, the Board (including all the independent non-executive Directors) resolved to conditionally grant the Share Options to Mr. Liang, Mr. GS Liu and Mr. Fu to subscribe for a total of 9,800,000 Shares. Details of the Share Options proposed to be granted to Mr. Liang, Mr. GS Liu and Mr. Fu, respectively are as below:

			Approximate percentage of
		Number of	the Shares out of
		Share Options	the total number of
		proposed	Shares in issue as at
Name	Position	to be granted	the Latest Practicable Date
Mr. Liang	Chairman, Executive Director and	3,500,000	1.22%
	a substantial shareholder
Mr. GS Liu	Co-Chairman and Executive Director	3,500,000	1.22%
Mr. Fu	Chief Executive Officer, Executive Director	2,800,000	0.98%
	and a substantial shareholder

Details of the Share Options proposed to be granted are set out below:

Date of Grant : 28 September 2017 Exercise price of : HK$2.49 per Share, which is the highest of the Share Options

• (i) the closing price of HK$2.49 per Share as stated in the Stock Exchange’s daily quotation sheet on the Date of Grant;

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LETTER FROM THE BOARD

(ii) the average closing price of HK$2.48 per Share as stated in the Stock Exchange’s daily quotation sheet for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of HK$0.01 per Share. Number of Share : 9 , 8 0 0 , 0 0 0 S h a r e O p t i o n s ( r e p r e s e n t i n g Options granted approximately 3.43% of the total number of Shares in issue as at the Latest Practicable Date) Validity period of : from the date upon obtaining the Shareholders’ the Share Options approval at the EGM to 27 September 2024 (both dates inclusive). Vesting condition and exercise : the Share Options shall be vested and exercisable period of the Share Options from 28 September 2022 to 27 September 2024 (both dates inclusive) Consideration for the grant of : HK$1.00 to be paid by Mr. Liang, Mr. GS Liu and the Share Options Mr. Fu, respectively upon the acceptance of the Share Options Performance Target : No performance target is needed to be achieved by Mr. Liang, Mr. GS Liu and Mr. Fu before the Share Options can be exercised

The Shares to be allotted upon the exercise of the Share Options shall rank pari passu in all respects with and shall have the same voting rights, rights in respect of any dividend or other distributions paid or made on or after the date of issue, rights of transfer and other rights, including those arising on liquidation of the Company as attached to the Shares in issue on the date of such allotment and will be subject to all the provisions of the articles of association of the Company for the time being in force.

The Share Options do not carry any right to vote in general meeting of the Company, nor any dividend, transfer or any other rights, including those arising on liquidation of the Company.

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LETTER FROM THE BOARD

No share option has been granted to Mr. Liang, Mr. GS Liu or Mr. Fu within the 12-month period prior to the Proposed Grant.

None of the Directors is a trustee of the Share Option Scheme nor has a direct or indirect interest in the trustee(s) of the Share Option Scheme.

The Proposed Grant has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules. Each of Mr. Liang, Mr. GS Liu and Mr. Fu has abstained from voting in the relevant Board meeting approving the resolution(s) relating to the Proposed Grant.

3. LISTING RULES IMPLICATIONS

Pursuant to Rule 17.03(4) of the Listing Rules, where any grant of options to a participant would result in the shares issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the shares in issue, such grant of options must be separately approved by shareholders of the listed issuer in general meeting with such participant and his close associates (or his associates if the participant is a connected person) abstaining from voting.

Pursuant to Rule 17.04(1) of the Listing Rules and the Share Option Scheme, any grant of options to a substantial Shareholder (as defined under the Listing Rules) or an independent nonexecutive Director, or any of their respective associates, which would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the Shares in issue; and (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5.0 million, such further grant of options must be approved by the Independent Shareholders in general meeting.

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LETTER FROM THE BOARD

Given that (a) the total number of Shares to be issued upon exercise of the Share Options offered to be granted to Mr. Liang, Mr. GS Liu and Mr. Fu, each represents in aggregate over 0.1% of the Shares in issue and having an aggregate value in excess of HK$5 million, based on the closing price of the Shares of HK$2.49 on 28 September 2017; and (b) the total number of Shares to be issued upon exercise of the Share Options to be granted to Mr. Liang and Mr. GS Liu respectively would in a 12-month period exceed 1% of the Shares in issue, pursuant to the Listing Rules, the grant of the Share Options to Mr. Liang, Mr. GS Liu and Mr. Fu is conditional upon the approval by the Independent Shareholders at the EGM. Mr. Liang, Mr. GS Liu and Mr. Fu and their respective associates shall abstain from voting at the EGM. As at the Latest Practicable Date, other than the Share Options conditionally granted to Mr. Liang, Mr. GS Liu and Mr. Fu for the subscription of 9,800,000 Shares (representing approximately 3.43% of the Shares in issue as at the Latest Practicable Date), Mr. Liang and his associates and Mr. Fu and his associates were also interested in 74,302,000 Shares and 32,714,000 Shares, respectively (representing approximately 26.06% and 11.47%, respectively of the Shares in issue as at the Latest Practicable Date). Mr. GS Liu and his associates did not hold any Share as at the Latest Practicable Date. To the extent that it is aware by the Board having made all reasonable enquires, as at the Latest Practicable Date, Mr. Wang Jun You and his associates, Mr. Ma Kwai Lam Lambert and his associates and Beijing Design Group Company Limited and its associates were core connected persons and shall abstain from voting in favour at the EGM. As at the Latest Practicable Date, Mr. Wang Jun You and his associates, Mr. Ma Kwai Lam Lambert and his associates and Beijing Design Group Company Limited and its associates were interested in 13,790,000 Shares, 250,000 Shares and 79,473,780 Shares, respectively (representing approximately 4.83%, 0.08% and 27.87%, respectively of the Shares in issue as at the Latest Practicable Date).

As at the Latest Practicable Date, none of the Shareholders who are required to abstain from voting in favour of the resolution(s) approving the Proposed Grant have given the Company notice of their intention to vote against the resolution at the EGM.

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LETTER FROM THE BOARD

4. EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY UPON EXERCISE OF THE SHARE OPTIONS

The shareholding structure of the Company (a) as at the Latest Practicable Date; (b) immediately upon exercise of all Share Options by Mr. Liang, Mr. GS Liu and Mr. Fu (only those proposed to be granted to them at this EGM, but not other outstanding options granted under the Share Option Scheme); and (c) immediately upon exercise of all the Share Options and other outstanding options granted under the Share Option Scheme are as follows:

Mr. Liang and his associates Mr. GS Liu and his associates Mr. Fu and his associates Mr. Wang Jun You and his associates Mr. Liu Yong and his associates Mr. Ma Kwai Lam Lambert and his associates Beijing Design Group Company Limited and its associates Public Shareholders Total:	As at the Latest Practicable Date Number of Shares held directly or indirectly Approximate percentage of the entire issued share capital of the Company (note) 74,302,000 26.06% – – 32,714,000 11.47% 13,790,000 4.83% – – 250,000 0.08% 79,473,780 27.87% 84,531,000 29.65% 285,060,780 100%	Immediately upon exercise of all the Share Options by Mr. Liang, Mr. GS Liu and Mr. Fu Number of Shares held directly or indirectly Approximate percentage of the entire issued share capital of the Company (note) 77,802,000 26.38% 3,500,000 1.18% 35,514,000 12.04% 13,790,000 4.67% – –- 250,000 0.08% 79,473,780 26.95% 84,531,000 28.66% 294,860,780 100%	Immediately upon exercise of all Share Options and outstanding options granted under the Share Options Scheme Number of Shares held directly or indirectly Approximate percentage of the entire issued share capital of the Company (note) 77,802,000 24.29% 3,500,000 1.09% 36,314,000 11.34% 16,690,000 5.21% 1,000,000 0.31% 1,250,000 0.39% 79,473,780 24.81% 103,991,000 32.49% 320,020,780 100%	Immediately upon exercise of all Share Options and outstanding options granted under the Share Options Scheme Number of Shares held directly or indirectly Approximate percentage of the entire issued share capital of the Company (note) 77,802,000 24.29% 3,500,000 1.09% 36,314,000 11.34% 16,690,000 5.21% 1,000,000 0.31% 1,250,000 0.39% 79,473,780 24.81% 103,991,000 32.49% 320,020,780 100%
				100%

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

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LETTER FROM THE BOARD

5. REASONS FOR THE PROPOSED GRANT

The purpose of the Proposed Grant is to grant incentive and rewards to recognise the significant efforts and contribution of Mr. Liang, Mr. GS Liu and Mr. Fu in the development of the Group’s business. The Board considers that the above purpose can be achieved by granting the Share Options as it demonstrates to Mr. Liang, Mr. GS Liu and Mr. Fu that their efforts and contribution to the Group are valued and will be rewarded. The Board considers that the economic benefits of share options depends upon the increase in share price to be driven by improving business and performance of the Company, at which time all the Shareholders also stand to benefit. The grant of share options therefore provides an incentive for the Directors and eligible employees to actively involve themselves in the Group and focus on results that will make the Group more profitable, thereby raising share price and share value for the Group and the Shareholders. The Proposed Grant serves as an appreciation of the dedication and efforts of Mr. Liang, Mr. GS Liu and Mr. Fu and, in view of the long vesting and exercise period of the Share Options, as an incentive for their continuing commitment and contribution to the growth of the Group in the future by further aligning the long-term interests of the Company with them. Therefore, the Board believes that the Proposed Grant is an appropriate way to reward and encourage the ongoing performance of Mr. Liang, Mr. GS Liu and Mr. Fu in achieving the goals of the Group.

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

In view of the above, the Proposed Grant is considered to be in the interests of the Company and the Shareholders as a whole.

6. INFORMATION ON SHARE OPTIONS GRANTED UNDER THE COMPANY’S SHARE OPTION SCHEMES

Since 5 December 2013, the Company had granted a total of 44,285,000 share options (excluding the Proposed Grant) under the Pre-IPO Share Option Scheme (which was expired on 20 December 2013) and the Share Option Scheme. The scheme mandate limit of the share option schemes of the Company has been refreshed on 16 November 2015 and 22 June 2017, respectively.

– 10 –

LETTER FROM THE BOARD

At the annual general meeting of the Company held on 22 June 2017, the scheme mandate limit of the share option schemes of the Company was refreshed and approved by the then Shareholders such that the total number of Shares which may fall to be issued upon exercise of all share options to be granted under the Share Option Scheme and any other share option scheme(s) as may from time to time be adopted by the Company shall not exceed 27,771,078 Shares, representing 10% of the then issued share capital of the Company as at 22 June 2017. As at the Latest Practicable Date, 15,560,000 share options of the Company (excluding the Share Options conditionally granted to Mr. Liang, Mr. GS Liu and Mr. Fu) had been granted since the refreshment of scheme mandate limit on 22 June 2017, leaving a total of 12,211,078 share options of the Company available for granting, representing approximately 4.28% of the Shares in issue as at the Latest Practicable Date. Assuming that the conditional grant of 9,800,000 Share Options under the Proposed Grant is approved by the Shareholders at the EGM and that no share options are granted under the share option schemes of the Company from the Latest Practicable Date to the date of the EGM, there would be a total of 2,411,078 share options of the Company available for granting immediately after the EGM, representing approximately 0.84% of the Shares in issue at the Latest Practicable Date.

In addition, the number of Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised at any time under the share option schemes of the Company shall not exceed 30% of the Shares in issue from time to time. No share options may be granted under the Share Option Scheme if the grant of such share option will result in the limit being exceeded.

On 22 June 2017 whereby the refreshment of the scheme mandate limit of the share option schemes of the Company was approved by the Shareholders, 28,725,000 share options had been granted under the share option schemes of the Company and as at the Latest Practicable Date, only 9,600,000 share options remained outstanding. From the said date of 22 June 2017 to the Latest Practicable Date, 15,560,000 share options under the Share Option Scheme had been granted and 9,800,000 Share Options conditionally granted under the Proposed Grant. Assuming that the Proposed Grant is approved by the Shareholders at the EGM and that no share options granted under the share option schemes of the Company are exercised from the Latest Practicable Date to the date of the EGM, the Company will have 34,960,000 share options outstanding immediately after the EGM, representing approximately 12.26% of the issued share capital of the Company as at the Latest Practicable Date.

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LETTER FROM THE BOARD

7. EGM AND PROXY ARRANGEMENT

A notice convening the EGM to be held at 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 24 November 2017 at 10:30 a.m. is set out on pages 15 to 17 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, you are requested to complete the form of proxy accompanying the notice of the EGM in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

8. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules and the articles of association of the Company, all resolutions set out in the notice of the EGM will be voted on by poll at the EGM. Article 66(1) of the articles of association of the Company provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every fully paid Share held by that Shareholder. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

9. 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 material 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

10. RECOMMENDATION

The Board (including the independent non-executive Directors) believes that the Proposed Grant is fair and reasonable and in the 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 the Appendix 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 resolutions 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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LETTER FROM THE INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX

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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)

7 November 2017

To the Independent Shareholders

Dear Sir or Madam,

GRANT OF SHARE OPTIONS TO EXECUTIVE DIRECTORS UNDER THE SHARE OPTION SCHEME

We refer to the circular of C Cheng Holdings Limited (the “ Company ”) dated 7 November 2017 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 resolutions 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), Mr. Liu Gui Sheng (a Director) and Mr. Fu Chin Shing (a Director and a substantial Shareholder) on the proposed Date of Grant.

Having considered the past contribution by Mr. Liang Ronald, Mr. Liu Gui Sheng and Mr. Fu Chin Shing to the business performance of the Group and as an incentive for their 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 resolutions to be proposed at the EGM to approve the grant of Share Options to Mr. Liang Ronald, Mr. Liu Gui Sheng and Mr. Fu Chin Shing, respectively.

Yu Chi Hang

Lo Wai Hung

Su Ling

Independent Non-executive Directors

– 14 –

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 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, on Friday, 24 November 2017 at 10:30 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 grant of share options (the “ Share Options ”) to Mr. Liang Ronald under the share option scheme adopted by the Company on 5 December 2013 (the “ Share Option Scheme ”) to subscribe for 3,500,000 shares in the share capital of the Company (the “ Share(s) ”) at the exercise price of HK$2.49 per Share and on the terms and conditions set out in the circular to the shareholders of the Company dated 7 November 2017 (the “ Circular ”) be and is hereby approved and that any one director of the Company (the “ Directors ”) be and is hereby authorised to do all such acts and/ or execute all such documents as may be necessary or expedient in order to give effect to the foregoing.”

2. “ THAT the grant of the Share Options to Mr. Liu Gui Sheng under the Share Option Scheme to subscribe for 3,500,000 Shares at the exercise price of HK$2.49 per Share and on the terms and conditions set out in the Circular be and is hereby approved and that any one Director be and is hereby authorised to do all such acts and/or execute all such documents as may be necessary or expedient in order to give effect to the foregoing.”

– 15 –

NOTICE OF THE EGM

1. “ THAT the grant of the Share Options to Mr. Fu Chin Shing under the Share Option Scheme to subscribe for 2,800,000 Shares at the exercise price of HK$2.49 per Share and on the terms and conditions set out in the Circular be and is hereby approved and that any one Director be and is hereby authorised to do all such acts and/or execute all such documents as may be necessary or expedient in order to give effect to the foregoing.”

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

Hong Kong, 7 November 2017

Notes:

• (a) 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.

• (b) 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 and transfer office 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).

• (c) 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.

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NOTICE OF THE EGM

• (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 tropical cyclone warning signal No. 8 or above, or a “black” rainstorm warning signal is in effect any time after 7:30 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of the Company at www.cchengholdings.com and on the HKExnews website of the Stock Exchange at www. hkexnews.hk to notify members of the date, time and place of the re-scheduled meeting.

If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 7:30 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.

The EGM will be held as scheduled when an “amber” or “red” rainstorm warning signal is in force.

After considering their own situations, members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this notice, the executive Directors are Mr. Liang Ronald, Mr. Liu Gui Sheng, Mr. Fu Chin Shing, Mr. Wang Jun You, Mr. Liu Yong and Mr. Ma Kwai Lam Lambert, and the independent non-executive Directors are Mr. Yu Chi Hang, Mr. Lo Wai Hung and Ms. Su Ling.

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