C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2017

Mar 14, 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.

==> picture [24 x 48] intentionally omitted <==

==> picture [23 x 23] intentionally omitted <==

==> picture [23 x 23] intentionally omitted <==

C CHENG HOLDINGS LIMITED 思城控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1486)

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE AND NOTICE OF EGM

Sole Financial Adviser and Joint Subscription Agent

Joint Subscription Agent

==> picture [204 x 25] intentionally omitted <==

A notice convening the extraordinary general meeting (the “ EGM ”) of C Cheng Holdings Limited (the “ Company ”) to be held at Function Room of 3/F, Gateway Hotel, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 31 March 2017 at 10:00 a.m., is set out on pages 14 to 15 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 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.

14 March 2017

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

– i –

DEFINITIONS

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

• “AMTD”

• AMTD Asset Management Limited, a corporation licensed to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Announcement”

• the announcement of the Company dated 24 February 2017 in relation to the Subscription

• “Board”

• the board of directors of the Company

• “Business Day”

• a day (other than a Saturday or Sunday or public holiday) on which licensed banks in Hong Kong are open for normal banking business

• “Company”

• C Cheng Holdings Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the main board of the Stock Exchange

• “Completion”

• completion of the Subscription

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Controlling Shareholders”

• Mr. Ronald Liang, Mr. Fu Chin Shing and Mr. Wang Jun You, who together with their associates own 42.50%, 18.76% and 7.85% of the Share capital of the Company respectively as at the Latest Practicable Date

• “Director(s)”

• the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Subscription Agreement and the transactions contemplated thereunder, including the grant of Specific Mandate

– 1 –

DEFINITIONS

• “First Agreement” the Subscription Agreement dated 13 January 2017 entered into between the Company, the Controlling Shareholder and the Investor, details of which are disclosed in the announcement of the Company dated 13 January 2017

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Investor”

• Beijing Design Group Company Limited (北京設計集 團有限責任公司), a company incorporated in the British Virgin Islands with limited liability

• “Latest Practicable Date”

• 13 March 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Committee”

• the Listing Committee of the Stock Exchange

• “Listing Rules”

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

• “Long stop date”

30 April 2017

• “Placing”

• the placing of Shares by the Controlling Shareholders to restore the minimum public float to satisfy the Public Float Requirement

• “Public Float Requirement”

• the minimum public float requirement of 25% as set out in Rule 8.08(1)(a) of the Listing Rules

• “SBI”

• SBI China Capital Financial Services Limited, a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong)

• “Share Option Schemes”

• the pre-IPO share option scheme and share option scheme of the Company, both adopted by the Company on 5 December 2013

• “Shareholders”

• holder(s) of the Share(s)

– 2 –

DEFINITIONS

• “Shares” ordinary shares of the Company “Specific Mandate” a specific mandate to allot, issue or otherwise deal in the Subscription Shares to be sought from the Shareholders

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” the subscription of the Subscription Shares by the Investor pursuant to the Subscription Agreement

• “Subscription Agreement” the agreement dated 24 February 2017 entered into between the Company and the Investor

• “Subscription Price” the subscription price of HK$1.99 per Subscription Share

• “Subscription Shares” 79,473,780 new Shares to be subscribed by the Investor under the Subscription

• “%” per cent.

– 3 –

LETTER FROM THE BOARD

==> picture [24 x 49] intentionally omitted <==

==> picture [23 x 24] intentionally omitted <==

==> picture [23 x 24] intentionally omitted <==

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 (Chairman) Mr. Fu Chin Shing (Chief Executive Officer) 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 Headquarter and principal place of business in Hong Kong 15th Floor North Tower World Finance Centre Harbour City Tsim Sha Tsui Kowloon Hong Kong 14 March 2017

To: the Shareholders

Dear Sirs/Madam,

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE AND NOTICE OF EGM

INTRODUCTION

Reference is made to the Announcement in relation to, among other things, the Subscription.

The purpose of this circular is to provide you with, among others, (i) details of the Subscription Agreement and the transactions contemplated thereunder (including the Specific Mandate); and (ii) a notice of the EGM.

THE SUBSCRIPTION

Reference is made to the announcement of the Company dated 13 January 2017 in relation to the First Agreement. On 24 February 2017 due to a change in the proposed transaction structure which involved (i) the direct transfer of 16,281,040 Shares from the

– 4 –

LETTER FROM THE BOARD

Controlling Shareholders to the Investor; (ii) the subscription of 56,598,430 Shares by the Investor; and (iii) the placing of between 15,168,926 to 20,225,234 Shares by the Controlling Shareholders (including the decision by the Controlling Shareholders to not directly transfer any Shares held by them to the Investor), the parties to the First Agreement terminated the First Agreement with immediate effect. On the same day (after trading hours), the Investor and the Company entered into the Subscription Agreement. The principal terms of the Subscription Agreement are set out below.

Subject matter

The Company will issue, and the Investor will subscribe for, 79,473,780 new Shares at a subscription price of HK$1.99 per Subscription Share. The Subscription Shares represent approximately (i) 40.50% of the share capital of the Company as at the date of the Announcement and the Latest Practicable Date; (ii) 28.83% of the share capital of the Company upon Completion as enlarged by the Subscription; and (iii) 28.83% of the share capital of the Company as enlarged by the Subscription upon Completion and completion of the Placing.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are independent of the Company and its connected persons.

Subscription Price

The Subscription Price of HK$1.99 per Subscription Share represents:

• (i) a discount of approximately 36.83% to the closing price of HK$3.15 per Share as quoted on the Stock Exchange on 24 February 2017, being the date of the Subscription Agreement;

• (ii) a discount of approximately 37.62% to the average closing price of approximately HK$3.19 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreement;

• (iii) a discount of approximately 35.81% to the average closing price of approximately HK$3.10 per Share as quoted on the Stock Exchange for the last 30 consecutive trading days immediately prior to the date of the Subscription Agreement;

• (iv) a discount of approximately 30.42% to the average closing price of approximately HK$2.86 per Share as quoted on the Stock Exchange for the last 60 consecutive trading days immediately prior to the date of the Subscription Agreement;

• (v) a discount of approximately 22.57% to the average closing price of approximately HK$2.57 per Share as quoted on the Stock Exchange for the last 90 consecutive trading days immediately prior to the date of the Subscription Agreement;

– 5 –

LETTER FROM THE BOARD

• (vi) a discount of approximately 11.16% to the average closing price of approximately HK$2.24 per Share as quoted on the Stock Exchange for the last 180 consecutive trading days immediately prior to the date of the Subscription Agreement; and

• (vii) a discount of approximately 2.45% to the average closing price of approximately HK$2.04 per Share as quoted on the Stock Exchange for the last 360 consecutive trading days immediately prior to the date of the Subscription Agreement.

The aggregate nominal value of the Subscription Shares is HK$794,737.80.

The net Subscription Price (after deduction of all relevant costs and expenses) is estimated to be approximately HK$1.82 per Share.

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Investor. When negotiating for the Subscription Price, the Directors took into account (i) prevailing market conditions including with respect to, but not limited to, general market capitalisations of Hong Kong-listed companies, general macroeconomic conditions, as well as general investor and sectoral sentiments, including, for example, the Hang Seng Index’s decline of approximately 4.6% between 19 September, 2016 and 14 December, 2016 (i.e. 60 trading days prior to the first announcement in relation to the Subscription by the Company after market hours on 14 December, 2016) relative to performances of other major market indices, as well as the Federal Open Market Committee of the Federal Reserve System of the United States of America’s announcement on 14 December, 2016 to raise the target range for the federal funds rate by 0.25%; (ii) the historical share price of the Company (in particular, taking into account the average closing price illustrated in items (iv) to (vii) above, which reflect trading prices before the announcement of the Company dated 14 December 2016 relating to the potential investment of the Investor); (iii) the potential strategic co-operation between the Investor and the Group; and (iv) the benefits of the Subscription as described under the section headed “REASONS FOR THE SUBSCRIPTION”.

Although the Subscription Price represents a substantial discount of approximately 36.83% to the closing price of Shares on the date of the Subscription Agreement, when considered as a whole taking into account the four factors mentioned above, the Directors consider that the Subscription Price and the terms of the Subscription Agreement are fair and reasonable and are on normal commercial terms and in the interest of the Company and its Shareholders as a whole.

Conditions precedent

Completion is conditional upon, among other things, the following conditions being fulfilled on or before the Long Stop Date:

• (i) all the internal approvals of the parties to the Subscription Agreement and the relevant regulatory approvals in relation to the transactions contemplated under the Subscription Agreement having been obtained (for the avoidance of doubt, this includes completion of the Placing having taken place);

– 6 –

LETTER FROM THE BOARD

• (ii) Shareholders approving the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate); and

• (iii) the transactions contemplated under the Subscription Agreement not being considered by any relevant regulatory authority to constitute a change in control of the Company.

None of the above conditions can be waived. As at the Latest Practicable Date, except for condition (iii), none of the conditions have been fulfilled.

Strategic co-operation

Upon Completion, the Company and the Investor will, as part of the Proposed Subscription, agree to cooperate on a strategic basis to provide the Company a chance to bid for, and for the Investor to support the Company to land, such opportunities, as well as to supplement the Company’s infrastructure design capabilities so as to increase the chance of successful bids.

As disclosed in the section headed “INFORMATION OF THE INVESTOR”, the Investor is a top-grade engineering design company and a leader in municipal construction design and research in the PRC.

The Investor has a broad range of capabilities and a sterling track record, including participation in the areas of urban roadwork, highway systems, mass transit railway systems, bus rapid transit (BRT) systems, integrated transportation hubs, fresh water and drainage systems, water recycling, solid waste disposal and treatment systems, river restoration, urban design and landscape, urban underground space development and usage, integrated underground utilities system, and sponge city design. The Investor’s major clients have all been government or semi-government departments and the types of projects that it has been engaged in, are all public sector projects. The Investor is currently also engaged in Belt and Road projects that private-sector companies are unable to participate in. With the Investor as a strategic shareholder, the Company will be optimally placed to leverage on the business opportunities available to the Investor, and be able to participate in marquee developments and other top-grade infrastructure projects that it has not been able hitherto to bid for.

As at the Latest Practicable Date, no formal agreements with respect to any strategic co-operation have been entered into between the Company and the Investor.

– 7 –

LETTER FROM THE BOARD

Appointment of directors

To tap the skills, experience and network of the Investor, the Company has invited the Investor to nominate two executive Directors and one independent non-executive Director to the Board upon Completion. Under the Agreement, the Investor has no right to nominate any person to become a Director. The Company has only agreed to ask the Investor to procure the individuals which the Company wishes to add to its board of directors to become directors. Such individuals will be selected by the Company further to communication with the Investor.

Names provided by the Investor will be forwarded to the Nomination Committee and Remuneration Committee of the Company for review and, if thought fit, confirmation in accordance with their respective terms of reference, following which the relevant candidates will complete all necessary director training. If confirmed as suitable candidates by each of the foregoing committees, they will either be appointed (i) by the directors pursuant to their power under Article 83(3) of the Company’s Amended and Restated Articles of Association (the “Articles”) to add to the existing Board, subject to the new directors being subject to re-election at the next general meeting of the Company, or (ii) by the shareholders of the Company pursuant to their power under Article 83(2) of the Articles, in either case with all shareholders being entitled to vote as they wish, and the appointment of such directors will therefore:

• (a) be in strict and full compliance with the Articles and all applicable laws of the Cayman Islands; and

• (b) be in strict and full compliance with the Listing Rules including Rule 2.03(4).

The Company is inviting for the Investor to help find persons whose abilities and prior experience will allow the Company to cement and materialise the advantages of the Subscription as described under the section headed “REASONS FOR THE SUBSCRIPTION”.

Investment Committee

Upon Completion, an Investment Committee will be established. The Investment Committee will consist of five members, out of which two members will be directors nominated by the Investor. A positive vote of 4 out of 5 members of the Investment Committee will be required for: (i) investment and fund raising decisions; and (ii) transactions with capital expenditure exceeding HK$5,000,000. All other decisions will be decided by a majority vote of the Investment Committee.

Ranking of the Subscription Shares

The Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares.

– 8 –

LETTER FROM THE BOARD

Specific Mandate to issue the Subscription Shares

The Subscription Shares will be allotted and issued pursuant to the Specific Mandate to be sought at the EGM.

Application for listing

Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

PUBLIC FLOAT

Upon Completion, assuming there being no change in the shareholding structure of the Company from the Latest Practicable Date to upon Completion, the Company’s public float will be reduced to 20.35%, which is below the Public Float Requirement.

The Controlling Shareholders have undertaken to appoint placing agent(s) to effect a placing of 22,000,000 existing Shares to independent third parties who are not connected persons (as defined in the Listing Rules) of the Company to maintain the public float of the Company. Completion of the placing down will take place no later than the date of issue of the Subscription Shares.

The Controlling Shareholders, who are also Executive Directors, are bound by the dealing restrictions under the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 of the Listing Rules (the “Model Code”) (in particular the blackout period prescribed under Rule A.3(a) of the Model Code which restricts dealings in securities of the Company by the Directors during the period of 60 days immediately preceding the publication date of the annual results of the Company (which is currently scheduled for 31 March 2017)). Accordingly, as at the Latest Practicable Date, except for the number of Shares undertaken to be disposed by the Controlling Shareholders as set out in the table under the section headed “EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY” below, the terms of the placing down have not been agreed.

The Company will disclose, as soon as they are received, the details provided by the Controlling Shareholders regarding (a) the number of placing shares; (b) the placing price; (c) the independence of the placees; and (d) the proposed timing, which will not be later than the date of issue of the Subscription Shares.

As confirmed by the Controlling Shareholders, the Controlling Shareholders will coordinate with the Company and the Stock Exchange to ensure that the placing will be completed not later than the date of issue of the Subscription Shares.

– 9 –

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The changes of the shareholding structure of the Company as a result of the Subscription and the Placing (assuming that there are no other changes to the shareholding structure of the Company from the Latest Practicable Date to the Completion) are as follows:

Mr. Ronald Liang_(Note) Mr. Fu Chin Shing(Note) Mr. Wang Jun You(Note)_ Sub-total the Investor Other non-public shareholders Public shareholders Placees Total	As at the Latest Practicable Date Shares % 83,392,000 42.50 36,808,000 18.76 15,400,000 7.85 135,600,000 69.11 – – 4,500,000 2.29 56,117,000 28.60 – – 196,217,000 100.00	Upon Completion of Subscription Shares % 83,392,000 30.25 36,808,000 13.35 15,400,000 5.59 135,600,000 49.19 79,473,780 28.83 4,500,000 1.63 56,117,000 20.35 – – 275,690,780 100.00	Upon Completion of Subscription and Placing Shares % 69,722,000 25.29 30,838,000 11.19 13,040,000 4.73 113,600,000 41.21 79,473,780 28.83 4,500,000 1.63 56,117,000 20.35 22,000,000 7.98 275,690,780 100.00	Upon Completion of Subscription and Placing Shares % 69,722,000 25.29 30,838,000 11.19 13,040,000 4.73 113,600,000 41.21 79,473,780 28.83 4,500,000 1.63 56,117,000 20.35 22,000,000 7.98 275,690,780 100.00
				41.21
				28.83 1.63 20.35 7.98
				100.00

(Note) As at latest practicable date, the Company has outstanding options under its pre-IPO share incentive scheme and post-IPO share incentive scheme which upon full exercise, will result in an issue of 15,950,000 new Shares by the Company. Mr. Ronald Liang is the holder of 4,300,000 options; Mr. Fu Chin Shing is the holder of 2,350,000 options; and Mr. Wang Jun You and his spouse are the holders of 1,550,000 options.

INFORMATION OF THE COMPANY

The Company was incorporated in the Cayman Islands with limited liability, shares of which have been listed on the Growth Enterprise Market of The Stock Exchange on 20 December 2013 and the listing of the Company’s Shares has been transferred from the Growth Enterprise Market of The Stock Exchange to the Main Board of The Stock Exchange on 3 August 2015. The Company and its subsidiaries are engaged in the provision of comprehensive architectural service.

INFORMATION OF THE INVESTOR

Beijing Design Group Company Limited is a wholly-owned subsidiary of the Beijing Municipal Engineering Design & Research Institute Co., Ltd. Established in 1955, Beijing Municipal Engineering Design & Research Institute Co., Ltd. is a wholly-owned subsidiary of Beijing Enterprises Group Company Limited, possessing grade A qualifications in engineering design. It is a technological innovative company which

– 10 –

LETTER FROM THE BOARD

provides integrated services for the entire process of engineering construction project, and is a leader in the municipal construction design and research in the PRC. Its overall strength is especially seen in the professional design and research of the following areas: urban roadwork, highway system, mass transit railway system, bus rapid transit (BRT), integrated transportation hubs, fresh water and drainage system, water recycling, solid waste disposal and treatment system, river restoration, urban design and landscape, urban underground space development and usage, integrated underground utilities system, and sponge city.

REASONS FOR THE SUBSCRIPTION

The Investor focuses on the design of municipal infrastructure, including rail transportation, roads and bridges, urban planning and design, underground city pipes and other fields. It ranks among the top in its industry in the PRC. To the best of knowledge of the directors of the Company, it is not a connected person of the Company.

The Board considers that the Subscription Agreement will bring positive development conditions to the Company. The Company focuses on architectural design. Both companies can complement each other to create synergy and create opportunities which significantly expand domestic and overseas business, and enhance the revenue and long-term development of the Company.

This transaction will create a dual strategy of “Expertise & Capital” for the Company, enhancing the market competitiveness of the Company in its business areas. The strong professional capability and the solid capital support from the new shareholders and its holding companies will facilitate the Company’s participation in the strategic plan of the Belt and Road Initiative of the PRC, including but not limited to, equity investments, Public- Private Partnership project operations, mergers and acquisitions of upstream and downstream companies with similar businesses, benefiting the international development of the Company.

Furthermore, the investment will support the expansion of the customer base and business coverage of the Company. This cooperation will enable an enrichment and diversification of the customer base, more business development, and an increase in the exchange and cooperation with domestic and overseas professionals. This will lead to a continuous enhancement and upgrading of professionals and technologies of the Company, and enhance the overall standard of professional technology of the Company.

The Company believes that the introduction of the new strategic Investor will greatly strengthen the Company’s competitiveness in terms of resource integration, financial support and other various aspects, providing for the development of the Company in the future.

The Board noted that the Subscription Price is at a discount to the closing price on the date of the Subscription Agreement and the dilusion effect of existing Shareholders illustrated in the table under the section headed “EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY”. However, the Board also considered (i) the basis of the Subscription Price as explained in the paragraph headed “Subscription Price”; (ii) the

– 11 –

LETTER FROM THE BOARD

benefits of the transactions explained above, the considers that the terms of the Subscription Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

USE OF PROCEEDS

Upon Completion, the gross and net proceeds (after deduction of all relevant costs and expenses) from the Subscription are estimated to be approximately HK$158.2 million and HK$144.4 million, respectively.

The Company intends to apply the net proceeds as follows:

• (i) approximately 86.84% (i.e. HK$125.4 million) for potential merger and acquisition of targets in the similar business of the Company for vertical integration strategies (including but not limited to companies engaged in urban development, such that the Company may provide comprehensive one-stop solutions from upstream services of master planning and schematic design to the downstream services of project construction, fitting-out and maintenance);

• (ii) approximately 9.00% (i.e. HK$13.0 million) to expand the offices of the Group in order to maximize the benefits from the established and expanding client network; and

• (iii) approximately 4.16% (i.e. HK$6.0 million) to enhance the Company’s information technology infrastructure and working capital.

With respect to item (i) above, as at the Latest Practicable Date, there is no negotiation, discussion, memorandum of understanding of potential acquisition (whether verbal or written) of any potential targets. The Company expects that potential negotiations will commence upon receipt of the subscription proceeds.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months before the date of the Announcement.

EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 14 to 15 of this circular.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the EGM.

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.

– 12 –

LETTER FROM THE BOARD

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 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 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.

To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting at the EGM.

RECOMMENDATION

The Board considers that the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable and in the interest 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.

RESPONSIBILITY STATEMENT

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 material 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.

By order of the Board of C CHENG HOLDINGS LIMITED Liang Ronald

Chairman and Executive Director

– 13 –

NOTICE OF EGM

==> picture [24 x 49] intentionally omitted <==

==> picture [23 x 24] intentionally omitted <==

==> picture [23 x 24] intentionally omitted <==

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 (“ Meeting ”) of C Cheng Holdings Company Limited (the “ Company ”) will be held at Function Room of 3/F, Gateway Hotel, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 31 March 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifying the following resolution which will be proposed as an ordinary resolution of the Company:

Capitalised terms used herein without definition shall have the same meanings as in the circular of the Company dated 14 March 2017 (the “ Circular ”), unless the context otherwise requires.

ORDINARY RESOLUTIONS

“ THAT :

1. (a) the entering into of the Subscription Agreement, a copy of which is produced to the meeting marked “A” and initialled by the Chairman of the EGM for the purpose of identification, be and is hereby approved, confirmed and ratified, and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

2. (b) subject to the Listing Committee granting approval for the listing of, and permission to deal in, the Subscription Shares, the Board be and is hereby granted a Specific Mandate for the allotment and issue of 79,473,780 Shares upon Completion; and

3. (c) any one director of the Company be and is hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents (if any) and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effects to the transactions contemplated under the Subscription Agreement including but not limited to the execution of any deeds or the affixation of any seal or the issue of any certificate.”

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

Hong Kong, 14 March 2017

– 14 –

NOTICE OF EGM

Registered Office: Headquarter And Principal Place Of Business Cricket Square In Hong Kong Hutchins Drive 15th Floor P.O. Box 2681 North Tower World Finance Centre Grand Cayman KY1-1111 Harbour City Cayman Islands Tsim Sha Tsui Kowloon Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

2. In order to be valid, a form of proxy must be deposited at the Company’s 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 and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude a member from attending and voting at the meeting if he so wishes. In the event that he attends the meeting after having lodged the form of proxy, the form of proxy will be deemed to have been revoked.

3. In the case of joint holders of Shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members of the Company.

4. In order to be valid, the form of proxy of the Company together with original or certified copy of the power of attorney or other authority (if any) under which it is signed must be lodged with the Company’s 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 not less than 48 hours before the time for holding the Meeting or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

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.

– 15 –