C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2018

Aug 3, 2018

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 UNDER THE SUBSIDIARY SHARE OPTION SCHEME, PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of C Cheng Holdings Limited (the “ Company ”) to be held at 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 22 August 2018 at 2:30 p.m., is set out on pages 13 to 14 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.

6 August 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

• “Associate(s)”

• has the same meaning ascribed thereto under the Listing Rules

• “Bertrand”

• Bertrand Investments Limited, a private company incorporated in the British Virgin Islands with limited liability and a wholly-owned Subsidiary of the Company

• “Board” the board of Directors

• “Business Day(s)”

• a day (other than a Saturday, Sunday or public holiday and days on which a tropical cyclone warning signal No.8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are generally open in Hong Kong for banking business

• “Close Associate(s)”

• has the same meaning ascribed thereto under the Listing Rules

• “Company”

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

• “Connected Person(s)”

• has the same meaning ascribed thereto under the Listing Rules

• “Date of Proposed Grant”

• 20 July 2018, being the date on which the Proposed Grant 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 Wednesday, 22 August 2018 at 2:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 14 of this circular, or any adjournment thereof

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DEFINITIONS

• “Grantee”

• any participant who accepts the offer of the grant of any Share Option(s) in accordance with the terms of the Subsidiary Share Option Scheme or (where the context so permits) a person entitled to any such Share Option(s) in consequence of the death of the original Grantee or the legal representative of such person

• “Group” the Company and its Subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Shareholders”

• in the case of the Proposed Grant, the Shareholders other than Mr. Liang and Mr. Fu and their respective associate(s) and all the core connected persons of the Company

• “Invested Entity”

• any entity in which isBIM holds any equity interest

• “isBIM”

• isBIM Limited, a private company incorporated in Hong Kong with limited liability and an indirect non wholly-owned Subsidiary of the Company via Bertrand

• “isBIM Share(s)”

• ordinary share(s) of isBIM

• “Latest Practicable Date”

• 2 August 2018, 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, a substantial shareholder (as defined under the Listing Rules) of the Company and a director of isBIM

• “Mr. Li”

• Mr. Li Kwong (李剛), a substantial shareholder and a director of isBIM

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DEFINITIONS

• “Mr. Liang”

• “PRC”

• “Proposed Grant”

• “Scheme Mandate Limit”

• “Share(s)”

• “Shareholder(s)”

• “Share Option(s)”

• “Stock Exchange”

• “Subsidiary”

• “Subsidiary Share Option Scheme”

• “%”

Mr. Liang Ronald (梁鵬程), the chairman of the Company, an executive Director and a substantial shareholder of the Company

• the People’s Republic of China

• the grant of Share Option(s) to subscribe for an aggregate of up to 800 isBIM Shares under the Subsidiary Share Option Scheme to Mr. Liang and Mr. Fu

• the maximum number of isBIM Shares 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 isBIM which initially shall not in aggregate exceed 10% of the isBIM Shares in issue as at the date of adoption of the Subsidiary Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the isBIM Shares in issue as at the date of approval of the refreshed limit by the Shareholders

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

• the holder(s) of the Share(s)

• option(s) to subscribe for the isBIM Share(s) pursuant to the Subsidiary Share Option Scheme

• The Stock Exchange of Hong Kong Limited

• has the same meaning ascribed thereto under the Listing Rules

• the share option scheme of isBIM approved by the Shareholders on 6 June 2018

• 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 (Chairman) Mr. Liu Gui Sheng (Co-Chairman) Mr. Fu Chin Shing (Chief Executive Officer) Mr. Wang Jun You Mr. Liu Yong Mr. Ma Kwai Lam Lambert Independent non-executive Directors: Mr. Yu Chi Hang (alias, Yue 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 6 August 2018

To the Shareholders

Dear Sir or Madam,

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

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the Proposed Grant of Share Options under the Subsidiary Share Option Scheme; (ii) the proposed refreshment of the Scheme Mandate Limit of the Subsidiary Share Option Scheme; and (iii) the notice of the EGM.

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LETTER FROM THE BOARD

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

Reference is made to the announcement of the Company dated 20 July 2018 in relation to, among others, the grant of Share Options to Mr. Liang and Mr. Fu. On 17 July 2018, the board of directors of isBIM resolved to conditionally grant 800 Share Options to Mr. Liang and Mr. Fu to subscribe for, at an exercise price of approximately HK$3,500 per isBIM Share, a total of 800 isBIM Shares, representing approximately 4.00% of the number of isBIM Shares in issue and approximately 3.64% of the number of enlarged isBIM Shares (assuming that all Share Options are fully exercised before adjustment) as at the Date of Proposed Grant. The Proposed Grant is determined by the directors of isBIM based on the contributions made by Mr. Liang and Mr. Fu to isBIM with reference to commitment in performing their duties and contributions to the development and performance of isBIM. Details of the Share Options proposed to be granted to Mr. Liang and Mr. Fu are as follow:

			Approximate
			percentage of the
			isBIM Shares out
			of the total
		Number of	number of isBIM
		Share Options	Shares in issue
		proposed to be	as at the Latest
Name	Position	granted	Practicable Date
Mr. Liang	Chairman of the	200	1.00%
	Company, executive
	Director and substantial
	Shareholder
Mr. Fu	Chief Executive Officer of	600	3.00%
	the Company, executive
	Director, substantial
	Shareholder and
	director of isBIM

No share option has been granted to Mr. Liang and Mr. Fu under any share option scheme of isBIM in the 12 months immediately preceding the Date of Proposed Grant.

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LETTER FROM THE BOARD

The following table illustrates the changes in shareholdings of isBIM with respect to the number of isBIM Shares in issue as at the Latest Practicable Date and the enlarged issue share capital of isBIM assuming exercise in full of the Share Options proposed to be granted to Mr. Liang, Mr. Fu and Mr. Li under the Subsidiary Share Option Scheme:

The Company Mr. Liang Mr. Fu Mr. Li Liang Ming Industrial Limited Other Grantees Total	As at the Latest Practicable Date Number of isBIM Shares held Approximate shareholdings percentage (note) 9,800 49.00% – – – – 7,140 35.70% 3,060 15.30% – – 20,000 100%	Immediately upon exercise of all the Share Options by Mr. Liang and Mr. Fu Number of isBIM Shares held Approximate shareholdings percentage (note) 9,800 47.11% 200 0.96% 600 2.88% 7,140 34.32% 3,060 14.71% – – 20,800 100%	Immediately upon exercise of all Share Options and outstanding options granted under the Subsidiary Share Options Scheme Number of isBIM Shares held Approximate shareholdings percentage (note) 9,800 44.55% 200 0.91% 600 2.72% 7,340 33.36% 3,060 13.91% 1,000 4.55% 22,000 100%	Immediately upon exercise of all Share Options and outstanding options granted under the Subsidiary Share Options Scheme Number of isBIM Shares held Approximate shareholdings percentage (note) 9,800 44.55% 200 0.91% 600 2.72% 7,340 33.36% 3,060 13.91% 1,000 4.55% 22,000 100%
				100%

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

Upon the exercise of all the Share Options in full by Mr. Liang and Mr. Fu and other Grantees and assuming there is no change in the share capital of isBIM between the Latest Practicable Date up to the date of exercise of all the Share Options in full, the Company’s interests in isBIM will be diluted from approximately 49% to approximately 44.55% but isBIM will continue to be accounted for as a Subsidiary of the Company as the Company will continue to control the board of directors of isBIM based on a shareholders’ agreement dated 29 November 2017 signed by the Company, Mr. Li, Liang Ming Industrial Limited and isBIM. For details of such shareholders’ agreement, please refer to the Company’s announcement dated 22 November 2017.

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LETTER FROM THE BOARD

Terms of the Proposed Grant

The terms of the Proposed Grant shall follow the terms of the 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$3,500 per isBIM Share and was determined in accordance with the value of isBIM, its business performance and the contribution of the Grantees to isBIM. The exercise price was also in line with the consideration paid by the Company in its acquisition of 49% equity interest in isBIM on 29 November 2017, whereby such consideration was referenced to the market value of isBIM previously valued by an independent professional valuer.

• (b) The Share Options shall have a validity period from the date upon obtaining the Shareholders’ approval at the EGM for the Proposed Grant to 19 July 2022 (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 20 July 2020 to 19 July 2022 (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, each of Mr. Liang and Mr. Fu shall pay HK$1.00 to isBIM as consideration for the grant. Payment must be made within 21 days from the date of the offer letter issued pursuant to the Subsidiary Share Option Scheme.

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

The proposed grant of Share Options to each of Mr. Liang and Mr. Fu has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules. Each of Mr. Liang and Mr. Fu has abstained from voting in the relevant Board meeting approving the resolution(s) relating to the proposed grant to himself, respectively.

The Proposed Grant is conditional upon the Shareholders passing ordinary resolutions 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 provide incentives and rewards to recognise the significant efforts and contribution to the development of isBIM by the key persons. For the upcoming fast development period, the devotion and performance of Mr. Liang and Mr. Fu are the keys to success of isBIM. The Board considers that the above purpose can be achieved by granting the Share Options as proposed as it demonstrates to Mr. Liang and Mr. Fu that their efforts and contributions to isBIM are valued and will be rewarded. In determining the number of Share Options proposed to be granted to each of Mr. Liang and Mr. Fu, the Board also reviewed the value of the Share Options to be granted. In particular, the number of Share Options reflect the level of work commitment required for the respective positions of Mr. Liang and Mr. Fu in isBIM. Mr. Liang is responsible for, among other responsibilities, the overall strategic plan and development of isBIM. Mr. Fu is responsible for providing leadership and governance of the board of directors of isBIM and playing a full and constructive part in the development and determination of isBIM’s strategies and policies. The Board considers that the Proposed Grant provides an opportunity to them to acquire proprietary interests in isBIM and will encourage them to work towards enhancing the value of isBIM and its shares for the benefit of the Company and the Shareholders as a whole. The vesting schedule of the Share Options also serves to retain Mr. Liang and Mr. Fu who are considered to be valuable to isBIM and as an incentive for their continuing commitment and contribution to the growth of isBIM in the future by further aligning the long-term interests of isBIM with them. The Board also believes that the Proposed Grant is an appropriate way to reward and encourage the ongoing performance of isBIM in achieving the goals of the Group without imposing substantial financial burden on the Group.

3. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

The Company adopted the Subsidiary Share Option Scheme pursuant to an ordinary resolution passed on 6 June 2018. The Subsidiary Share Option Scheme is designed to provide isBIM with the flexibility of granting Share Options to its directors, employees and other persons as incentives or rewards for their contribution or potential contribution to isBIM, its Subsidiaries and any Invested Entity. Apart from the Subsidiary Share Option Scheme, isBIM 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 isBIM Shares which may be issued upon exercise of all Share Options to be granted under the Subsidiary Share Option Scheme and any other scheme(s) of isBIM (if any) shall not in aggregate exceed 2,000 isBIM Shares, i.e. 10% of the total number of isBIM Shares 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 isBIM 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 isBIM Shares in issue as at the date of approval of the refreshment of the Scheme Mandate Limit;

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LETTER FROM THE BOARD

• (b) share options previously granted under the Subsidiary Share Option Scheme and any other share option scheme(s) adopted by isBIM (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 isBIM Shares 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 isBIM must not exceed 30% of the isBIM Shares in issue from time to time.

As at the Latest Practicable Date, isBIM has granted a total of 2,000 Share Options (including the Share Options granted conditionally to Mr. Liang and Mr. Fu which are subject to the Shareholders’ approval at the EGM) since 6 June 2018 representing approximately 10% of the isBIM Shares 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 is refreshed, no further Share Option would be allowed to be granted. The Scheme Mandate Limit has not been previously refreshed by isBIM since its adoption.

In order for the Subsidiary Share Option Scheme to continue to properly serve its purpose, which is to attract and retain the best available personnel, to provide additional incentive to eligible participants for their contribution to isBIM and to promote the success of the business of isBIM, the directors of isBIM believe that it is necessary to implement the refreshment of the Scheme Mandate Limit. The Directors concur with the view of the directors of isBIM and believe that the future development and success of isBIM and the appropriate reward and motivation of the participants are in the interests of the Company and the Shareholders as a whole.

Based on 20,000 isBIM Shares in issue as at the Latest Practicable Date and assuming no further isBIM Shares 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 2,000 isBIM Shares and isBIM will be allowed to grant share options under the Subsidiary Share Option Scheme and any other share option scheme(s) of isBIM (if any) entitling holders thereof to subscribe for a maximum of 2,000 isBIM Shares, representing 10% of the isBIM Shares in issue as at the Latest Practicable Date.

As mentioned in the above paragraph, the Scheme Mandate Limit so refreshed is 2,000 which, together with the outstanding Share Options with rights to subscribe for 2,000 isBIM Shares, representing approximately 20% of the issued share capital of isBIM as at the Latest Practicable Date and accordingly, does not exceed the 30% limit as at the Latest Practicable Date.

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LETTER FROM THE BOARD

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 isBIM 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 isBIM Shares and not the shares of the Company. The isBIM Shares are not listed. There is no trustee regime under the Subsidiary Share Option Scheme, as such, none of the Directors are trustees of the Subsidiary Share Option Scheme or have a direct or indirect interests in the trustee.

Assuming (i) all the Share Options under the proposed refreshment of the Scheme Mandate Limit are granted to persons other than the Company; and (ii) upon exercise of such share options under the proposed refreshment of Scheme Mandate Limit and the previously granted Share Options (including the Share Options granted conditionally to Mr. Liang and Mr. Fu which are subject to the Shareholders’ approval at the EGM) in full, and there is no change in the share capital of isBIM between the Latest Practicable Date up to and including the date of exercise of all the Share Options in full, the Company’s interests in isBIM will be diluted from approximately 49.0% to approximately 44.55%. Having said that, isBIM will continue to be a Subsidiary of the Company as the Company will continue to control the board of directors of isBIM based on a shareholders’ agreement dated 29 November 2017 signed by the Company, Mr. Li, Liang Ming Industrial Limited and isBIM. For details of such shareholders’ agreement, please refer to the Company’s announcement dated 22 November 2017. The Board has computed the percentage ratios in respect of the full exercise of Share Options under the Scheme Mandate Limit based on figures in the latest audited accounts of the Company and isBIM, respectively, for the year ended 31 December 2017. As the applicable percentage ratios of the exercise of all share options under the proposed refreshment of Scheme Mandate Limit are less than 5%, it does not constitute a notifiable transaction for the Company, and is therefore not subject to Chapter 14 of the Listing Rules as at the Latest Practicable Date. The Board will continue to monitor the performance of isBIM, 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.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, as at the Latest Practicable Date, no Shareholder has a material interest in the proposed refreshment of Scheme Mandate Limit which requires him/her/it to abstain from voting under the Listing Rules on the proposed ordinary resolution in respect of the proposed refreshment of Scheme Mandate Limit at the EGM.

4. 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

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LETTER FROM THE BOARD

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 Subsidiary Share Option Scheme, any grant of options to a substantial shareholder (as defined under the Listing Rules) or an independent non-executive 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) (where the securities are listed on the Stock Exchange) 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.

Given that (a) the total number of isBIM Shares to be issued upon exercise of the Share Options offered to be granted to Mr. Liang and Mr. Fu, each represents in aggregate over 0.1% of the isBIM Shares in issue; and (b) the total number of isBIM Shares to be issued upon exercise of the Share Options to be granted to Mr. Fu would in a 12-month period exceed 1% of the isBIM Shares in issue, pursuant to the Listing Rules, the grant of the Share Options to Mr. Liang and Mr. Fu is conditional upon the approval by the Shareholders at the EGM. Pursuant to Rule 17.04(1) of the Listing Rules, the grant of Share Options to Mr. Liang and Mr. Fu are subject to the approval of Independent Shareholders at the EGM. 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 33,646,000 Shares, respectively (representing approximately 25.77% and 11.67%, respectively of the Shares in issue 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 14,590,000 Shares, 250,000 Shares and 79,473,780 Shares, respectively (representing approximately 5.06%, 0.08% and 27.57%, 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.

5. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 13 to 14 of this circular. At the EGM, resolutions will be proposed to approve the Proposed Grant of Share Options under the Subsidiary Share Option Scheme and the proposed refreshment of the Scheme Mandate Limit.

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LETTER FROM THE BOARD

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 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 if you so wish and in such event, the form of proxy shall be deemed to be revoked.

6. 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.

7. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the proposed resolutions herein 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 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, on Wednesday, 22 August 2018 at 2:30 p.m. (the “ EGM ”) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the grant of 200 share options under the share option scheme (the “ Subsidiary Share Option Scheme ”) of isBIM Limited (“ isBIM ”) adopted by a resolution of the shareholders of the Company dated 6 June 2018 to Mr. Liang Ronald to subscribe for 200 shares of isBIM (“ isBIM Shares ”) be and is hereby approved.”

2. “ THAT the grant of 600 share options under the Subsidiary Share Option Scheme to Mr. Fu Chin Shing to subscribe for 600 isBIM Shares be and is hereby approved.”

3. “ THAT the existing scheme mandate limit under the Subsidiary Share Option Scheme and any other scheme(s) of isBIM be refreshed so that the aggregate nominal number of isBIM Shares to be allotted and issued pursuant to the grant or exercise of the share options under the Subsidiary Share Option Scheme and any other scheme(s) of isBIM (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 number of isBIM Shares in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the directors of isBIM be and are hereby authorised, subject to compliance with the Listing Rules, to grant share options under the Subsidiary Share Option Scheme and any other scheme(s) of isBIM up to the Refreshed Limit and to exercise all powers of isBIM to allot, issue and deal with the isBIM Shares pursuant to the exercise of such share options.”

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

Hong Kong, 6 August 2018

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NOTICE OF THE EGM

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

Notes:

• (a) The register of members of the Company will be closed on Tuesday, 21 August 2018 and Wednesday, 22 August 2018, during which period no transfer of shares will be registered. In order to attend and vote at 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 Monday, 20 August 2018.

• (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 later 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 were 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 a tropical cyclone warning signal No. 8 or above is hoisted or a “black” rainstorm warning signal is in force at or at any time after 11:00 a.m. on the date of the EGM, the EGM will be adjourned. The Company will post an announcement on the website of the Company at www.cchengholdings.com and the HKExnews website of the Stock Exchange at www. hkexnews.hk to notify members of the date, time and place of the adjourned meeting.

If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 11:00 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.

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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