C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2018

May 2, 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 ADOPTION OF THE SUBSIDIARY SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of C Cheng Holdings Limited (the “ Company ”) to be held at Function Room of 3/F, Gateway Hotel, Harbour City, 13 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 June 2018 at 11:00 a.m. (or immediately after the conclusion or the adjournment of the annual general meeting of the Company to be held at the same venue at 10:00 a.m. on the same day), is set out on pages 21 to 22 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.

3 May 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – Summary of the Principal Terms of
the Subsidiary Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

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 general 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

• “Director(s)”

the director(s) of the Company

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DEFINITIONS

“EGM” the extraordinary general meeting of the Company to be held at Function Room of 3/F, Gateway Hotel, Harbour City, 13 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 June 2018 at 11:00 a.m. (or immediately after the conclusion or the adjournment of the annual general meeting of the Company to be held at the same venue at 10:00 a.m. on the same day), to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 21 to 22 of this circular, or any adjournment thereof “Group” the Company and its Subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “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 whollyowned Subsidiary of the Company via Bertrand “Latest Practicable Date” 27 April 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 “Participant(s)” the participant(s) of the Subsidiary Share Option Scheme as defined in the Appendix to this circular “PRC” the People’s Republic of China

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DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s) “Share Option(s)” option(s) to subscribe for share(s) of isBIM pursuant to the Subsidiary Share Option Scheme “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary(ies)” has the same meaning ascribed thereto under the Listing Rules “Subsidiary Share the share option scheme of isBIM to be approved by the Option Scheme” Shareholders, a summary of the principal terms of which is set out in the Appendix to this circular “%” 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 3 May 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF THE SUBSIDIARY SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the proposed adoption of the Subsidiary Share Option Scheme; and (ii) the notice of the EGM.

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LETTER FROM THE BOARD

2. PROPOSED ADOPTION OF THE SUBSIDIARY SHARE OPTION SCHEME

The Company’s indirect non wholly-owned Subsidiary, isBIM, proposes to adopt the Subsidiary Share Option Scheme. 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.

The Board considers that the Subsidiary Share Option Scheme will motivate the participants to make contribution to isBIM and facilitate the retention and the recruitment of high-calibre employees of isBIM. The Board believes that the inclusion of persons other than the employees and directors of isBIM as Participants is appropriate given that the success of isBIM requires the co-operation and contribution not only from the employees and directors of isBIM but also from persons who play a role in the business of isBIM, such as consultant, adviser, distributor, contractor, supplier, service provider, agent, customer and business partner of isBIM or any Invested Entity. All of these individuals are stakeholders of isBIM whose quality of performance, service, product or advice (where appropriate) may directly or indirectly affect the operation and performance of isBIM or any Invested Entity. The eligibility of those parties other than employees and directors of isBIM will be determined by the board of directors of isBIM according to their potential and/or actual contribution to the business affairs and benefits of isBIM, or where appropriate, contribution to the profits of isBIM during the financial year. Furthermore, the Board considers that the Participants (employees or otherwise) will share common interests and objectives with isBIM upon their exercise of the Share Options, which is beneficial to the long-term development of isBIM. Moreover, by offering the Share Options to the Participants upon such terms as may be permitted under the Subsidiary Share Option Scheme, such Participants may exercise their Share Options at any time within the option period, where applicable, subject to any terms of the grant of such Share Options, to acquire a monetary gain or ownership interest in isBIM which may in turn provide a further incentive to them for advancing their performance, so as to achieve the purpose of the Subsidiary Share Option Scheme. In addition, although the Subsidiary Share Option Scheme does not specify a minimum period for which a Share Option must be held nor a performance target which must be achieved before an Share Option can be exercised, the board of directors of isBIM may, at its sole discretion, determine such terms(s) and impose such other restriction(s) on the grant of a Share Option. The directors of isBIM therefore believe and the Directors (including the independent non-executive Directors) agree, that the aforesaid criteria and rules will enable the directors of isBIM to properly operate and regulate the Subsidiary Share Option Scheme and thus help serve the purpose of the Subsidiary Share Option Scheme and to preserve the value of isBIM.

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LETTER FROM THE BOARD

In view of the above, the Directors (including the independent non-executive Directors) consider that the adoption of the Subsidiary Share Option Scheme is in the best interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) therefore propose to recommend to the Shareholders at the EGM to approve the adoption of the Subsidiary Share Option Scheme.

isBIM is a BIM technology based company. The scope of business of the Company is BIM software developing, BIM consultancy services and BIM professional training services, its nature of projects covers smart city, government buildings, infrastructure and large-scale private property development.

Set out below are certain financial results of isBIM as extracted from the audited financial statements of isBIM for the two years ended 31 December 2016 and 2017 prepared in accordance with the Hong Kong Financial Reporting Standards:

	For	For
	the year ended	the year ended
	31 December	31 December
	2017	2016
	HK$’000	HK$’000
Revenue	25,853	25,816
Profit before income tax	2,395	497
Profit after income tax	1,983	395

The audited net assets value of isBIM as at 31 December 2016 and 2017 was around HK$11,839,000 and HK$28,054,000, respectively.

As at the Latest Practicable Date, the issued share capital of isBIM consisted of a total of 20,000 ordinary shares. As at the Latest Practicable Date, there were no other share option schemes put in place by isBIM.

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

Assuming that there is no further change in the issued share capital of isBIM between the period from the Latest Practicable Date and the date of adoption of the Subsidiary Share Option Scheme, the maximum number of shares of isBIM issuable pursuant to the Subsidiary Share Option Scheme on the date of adoption of the Subsidiary Share Option Scheme shall be 2,000 shares, being 10% of the total number of shares of isBIM in issue (“ Subsidiary Scheme Mandate Limit ”).

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LETTER FROM THE BOARD

Assuming (i) all the Share Options under the Subsidiary Scheme Mandate Limit are granted to persons other than the Company; and (ii) upon exercise of such Share Options under the Subsidiary Scheme Mandate Limit 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 such Share Options in full, the Company’s interests in isBIM will be diluted from approximately 49.0% to approximately 44.5%. 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 among the Company, Mr. Li Kwong, 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 Subsidiary 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 Subsidiary 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.

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.

The board of directors and shareholders of isBIM have passed the resolutions for the proposed adoption of the Subsidiary Share Option Scheme conditional upon the approval by the Shareholders at the EGM. A summary of the principal terms of the Subsidiary Share Option Scheme is set out in the Appendix to this circular. Copies of the Subsidiary Share Option Scheme’s documents will be available for inspection at the Company’s principal place of business in Hong Kong at 15th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong from 3 May 2018 to 6 June 2018 (both days inclusive) and at the EGM.

The Subsidiary Share Option Scheme complies with the applicable requirements under Chapter 17 of the Listing Rules.

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LETTER FROM THE BOARD

3. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 21 to 22 of this circular. At the EGM, resolution will be proposed to approve the adoption of the Subsidiary Share Option Scheme.

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, the proposed resolution will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.cchengholdings.com), respectively. Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting 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.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM in relation to the adoption of the Subsidiary Share Option Scheme.

4. RESPONSIBILITY STATEMENTS

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

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LETTER FROM THE BOARD

5. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the proposed adoption of the Subsidiary Share Option Sheme is in the best interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the resolution proposed at the EGM.

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

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

The following is a summary of the principal terms of the Subsidiary Share Option Scheme proposed to be approved and adopted by ordinary resolution of the Shareholders at the EGM:

1. PURPOSE

The purpose of the Subsidiary Share Option Scheme is to provide incentives or rewards to Participants thereunder for their contribution to isBIM and/or to enable isBIM to recruit and retain high-calibre employees and attract human resources that are valuable to isBIM, its Subsidiaries and any Invested Entity.

2. WHO MAY JOIN

The board of directors of isBIM (the “ isBIM Board ”) may offer to grant a Share Option to any person belonging to any of the following classes of participants (the “ Participant(s) ”) to subscribe for such number of shares of isBIM at the option price as the isBIM Board may determine, subject always to any limits and restrictions specified in the rules of the Subsidiary Share Option Scheme:

• (a) any employee (whether full time or part time employee), of isBIM, any of its Subsidiaries or any Invested Entity;

• (b) any director, officer or consultant of isBIM, any of its Subsidiaries or any Invested Entity;

• (c) any shareholder of isBIM, its Subsidiaries or any Invested Entity or any holder of any securities issued by isBIM, its Subsidiaries or any Invested Entity; and

• (d) any other group or classes of participants which the isBIM Board, in its absolute discretion, considers to have contributed or may contribute, by way of joint venture, business alliance, other business arrangement or otherwise, to the development and growth of isBIM and its Subsidiaries,

and for the purposes of the Subsidiary Share Option Scheme, the Share Options may be granted to any company wholly-owned by one or more persons belonging to any of the above classes of Participants or any discretionary object of a Participant which is a discretionary trust.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

3. MAXIMUM NUMBER OF SHARES WHICH MAY BE ISSUED UPON EXERCISE OF ALL SHARE OPTIONS

• (a) The total number of shares of isBIM which may be issued upon exercise of all Share Options (excluding for this purpose options which have lapsed in accordance with the terms of the Subsidiary Share Option Scheme and any other share option schemes) to be granted under the Subsidiary Share Option Scheme and any other share option schemes shall not exceed 10% of the total number of shares in issue of isBIM unless isBIM seeks to refresh the 10% limit under the Subsidiary Share Option Scheme.

• (b) isBIM may seek prior approval from its shareholders in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, the prior approval of the Shareholders in the general meeting of the Company for refreshing the 10% limit such that the total number of shares of isBIM which may be issued upon the exercise of the Share Options to be granted under the Subsidiary Share Option Scheme and any other share option schemes as “refreshed” shall not exceed 10% of the total number of shares of isBIM in issue as at the date of the approval from the shareholders of isBIM and the approval from the Shareholders or if the date of the said approvals are different, the later date of approval, provided that the Share Options previously granted under the Subsidiary Share Option Scheme or any other share option schemes (including Share Options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Subsidiary Share Option Scheme or any other share option schemes) will not be counted for the purpose of calculating the limit as “refreshed”. The Company shall also send a circular to the Shareholders setting out such information as required under the Listing Rules.

• (c) Notwithstanding the foregoing, isBIM may seek separate approval from the shareholders of isBIM in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, the separate approval of the Shareholders in the general meeting of the Company for granting Share Options beyond the 10% limit set out in paragraph 3(a) above provided that the Grantee(s) of such Share Option(s) must be specifically identified by isBIM before such approval is sought. The Company shall also send a circular to the Shareholders setting out such information as required under the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

• (d) Notwithstanding anything to the contrary herein, the maximum number of shares of isBIM which may be issued upon exercise of all outstanding Share Options granted under the Subsidiary Share Option Scheme and any other share option schemes (and yet to be exercised) must not exceed 30% of the total number of shares of isBIM in issue from time to time. No Share Options may be granted under the Subsidiary Share Option Scheme or any other share option schemes if this will result in the limit set out in this paragraph being exceeded.

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

• (a) Subject to paragraph 4(b), no Participant shall be granted Share Options if exercised in full, would result in the total number of shares of isBIM already issued under all the Share Options granted to him/her/it which have been exercised and issuable under all the Share Options granted to him/her/it which are for the time being subsisting and unexercised in any 12-month period would exceed 1% of the total number of shares of isBIM in issue.

• (b) Where any further grant of Share Option to a Participant, if exercised in full, would result in the total number of shares of isBIM already issued under all the Share Options granted to him/her/it which have been exercised and issuable under all the Share Options granted to him/her/it which are for the time being subsisting and unexercised in any 12-month period exceed 1% of the total number of shares of isBIM in issue, such further grant must be subject to separate approval by the shareholders of isBIM in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, separate approval by the Shareholders in the general meeting with the Participant and his/her/its Close Associates abstaining from voting (or his/her/its Associates if the Participant is a Connected Person). The Company shall also send a circular to the Shareholders setting out such information as required under the Listing Rules.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

• (c) Where any grant of Share Option to a substantial Shareholder (as defined in the Listing Rules) or an independent non-executive Director, or any of their respective Associates, would result in the shares of isBIM issued and to be issued upon exercise of all Share Options already granted and to be granted (including Share Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the relevant class of shares of isBIM in issue, such further grant of Share Option must be approved by the Shareholders in general meeting and all core connected persons of the Company (as defined in the Listing Rules) must abstain from voting in favour at such general meeting. Any vote taken at the meeting to approve the grant of such options must be taken on a poll. The Company shall send a circular to the Shareholders setting out such information as required under the Listing Rules. Any change in the terms of the Share Option granted to a substantial Shareholder or an independent non– executive Director, or any of their respective Associates must be approved by the Shareholders in general meeting.

5. TIME OF ACCEPTANCE AND EXERCISE OF OPTION

An option may be accepted by a Participant within 21 days from the date of the offer of grant of the Share Option by payment from the Participant and receipt by isBIM of HK$1.00 prior to or on the last date of the said 21 days period. A Share Option may be exercised in accordance with the terms of the Subsidiary Share Option Scheme at any time during a period to be determined and notified by the isBIM Board to each Grantee, save that such period shall end in any event not later than ten years from the date of grant of the Share Option and subject to the provisions for early termination thereof. Unless otherwise determined by the directors of isBIM and stated in the offer of the grant of options to a Grantee, there is no minimum period required under the Subsidiary Share Option Scheme for the holding of an option before it can be exercised.

6. PERFORMANCE TARGETS

Unless the isBIM Board otherwise determined and stated in the offer of the grant of Share Option to a Participant, a Grantee is not required to achieve any performance targets before any Share Option granted under the Subsidiary Share Option Scheme can be exercised.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

7. SUBSCRIPTION PRICE FOR SHARES

The subscription price for shares of isBIM under the Subsidiary Share Option Scheme will be a price to be determined by the isBIM Board in its absolute discretion at the time of the grant of the relevant Share Option with reference to factors which may include the business performance, value of isBIM and individual performance of the relevant Grantee, but in any event, the subscription price per share of isBIM shall not be less than the net asset value per share of isBIM calculated from the latest audited accounts of isBIM. If the first audited accounts of isBIM has not yet been prepared on the date of grant of the Share Option, the net asset value per share of isBIM should be calculated from its management accounts which are made up to a date within 3 months prior to the date of grant of the Share Option.

In the event that isBIM resolves to seek a separate listing of its shares on the Stock Exchange or an overseas stock exchange, the exercise price of any Share Options granted after such resolution to the listing date of isBIM shall not be lower than the new issue price (if any). In particular, any Share Options granted during the period commencing six (6) months before the lodgment of the listing application and up to the listing date of isBIM shall not be lower than the new issue price.

8. RANKING OF SHARES

The shares of isBIM to be allotted upon the exercise of a Share Option will be subject to all the provisions of the articles of association of isBIM for the time being in force and will rank pari passu in all respects with, and shall have the same voting right, entitlement to dividends, transfer and other rights (including those rights arising on the winding-up of isBIM) as, the existing fully paid shares of isBIM in issue as from the day when the name of the Grantee is registered on the register of members of isBIM and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of isBIM other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the Grantee is registered on the register of members of isBIM. A share of isBIM allotted upon the exercise of a Share Option shall not carry any voting right until the completion of the registration of the Grantee as the holder thereof.

The Share Options do not carry any right to vote at general meetings of isBIM, or any dividend, transfer or other rights (including those arising on the winding-up of isBIM).

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

9. PERIOD OF THE SHARE OPTION SCHEME

The Subsidiary Share Option Scheme will remain in force for a period of ten years commencing on the date on which the Subsidiary Share Option Scheme is adopted.

10. RIGHTS ON DEATH

If a Grantee of a Share Option ceases to be a Participant by reason of death before exercising the Share Option in full, his/her legal personal representative(s) may exercise the Share Option (to the extent which has become exercisable but not already exercised prior to the date of death of the Grantee) in whole or in part within a period of 12 months following the date of death or such longer period as the isBIM Board may determine.

11. RIGHTS ON CEASING EMPLOYMENT

If a Grantee of a Share Option ceases to be a Participant for any reason other than his/ her death or the termination of his/her employment on one or more of the grounds referred to in paragraph 18(d) below before exercising his/her Share Option in full, the Grantee may exercise the Share Option up to his/her entitlement at the date of cessation in whole or in part (to the extent which has become exercisable and not already exercised), which date shall be the last actual working day with isBIM whether salary is paid in lieu of notice or not, or such other period as the isBIM Board may determine.

12. RIGHTS ON WINDING UP

In the event a notice is given by isBIM to its shareholders to convene a general meeting to consider and approve a resolution for the voluntary wind-up of isBIM, isBIM shall on the same date as or soon after it despatches such notice to each shareholder of isBIM give notice thereof to all Grantees (together with a notice of the existence of the provisions of this paragraph) and thereupon, each Grantee, subject to the provisions of all applicable laws, shall be entitled to exercise his/her Share Option (to the extent which has become exercisable and not already exercised) at any time not later than two (2) Business Days prior to the proposed general meeting of isBIM by giving notice in writing to isBIM, accompanied by a remittance for the full amount of the aggregate subscription price for the shares of isBIM in respect of which the notice is given whereupon isBIM shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant shares of isBIM to the Grantee credited as fully paid, which shares of isBIM shall rank pari passu with all other shares of isBIM in issue on the date prior to the passing of the resolution to wind-up isBIM to participate in the distribution of assets of isBIM available in liquidation.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

13. RIGHTS ON COMPROMISE OR ARRANGEMENT BETWEEN ISBIM AND ITS CREDITORS

In the event of a compromise or arrangement between isBIM and its creditors (or any class of them) or between isBIM and its members (or any class of them), in connection with a scheme for the reconstruction or amalgamation of isBIM, isBIM shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement, and thereupon any Grantee (or his/her/its legal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling two (2) calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the Court be entitled to exercise his/her/its Share Option (to the extent which has become exercisable and not already exercised), but the exercise of the Share Option shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective. isBIM may thereafter require such Grantee to transfer or otherwise deal with the shares of isBIM issued as a result of such exercise of his/her/its Share Option so as to place the Grantee in the same position as nearly as would have been the case had such shares of isBIM been subject to such compromise or arrangement.

14. ADJUSTMENT TO THE SUBSCRIPTION PRICE

In the event of any alteration in the capital structure of isBIM whilst any Share Option remains exercisable, whether by way of capitalisation issue, rights issue, consolidation or sub– division of shares or reduction of the share capital of isBIM (other than an issue of its shares as consideration in respect of a transaction to which isBIM is a party), such corresponding alterations (if any) shall be made in certified in writing by the auditors for the time being of or an independent financial adviser of isBIM as fair and reasonable will be made to (a) the number of shares of isBIM subject to the Share Option so far as unexercised; and/or (b) the subscription price; and/ or (c) the method of exercise of the Share Option concerned; and/or (d) the maximum number of shares of isBIM as referred to in paragraphs 3 and 4, provided that any alteration shall be made on the basis that the proportion of the issued share capital of isBIM to which a Grantee is entitled after such alteration shall remain the same as that to which he/she/it was entitled before such alteration and that the aggregate subscription price payable by a Grantee on the full exercise of any Share Option shall remain as close as possible (but shall not be greater than) as it was before such event, but so that no such alteration shall be made the effect of which would be to enable any share of isBIM to be issued at less than its nominal value (if any) and no such adjustment will be required in circumstances where there is an issue of shares of isBIM or other securities of isBIM and its Subsidiaries for cash or as consideration in a transaction. In addition, in respect of any such adjustments, other than any adjustments made on a capitalisation issue, such auditors or independent financial adviser must confirm to the directors of isBIM in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules and such other applicable guidance and/or interpretation of the Listing Rules from time to time issued by the Stock Exchange (including, but not limited to, the “Supplementary Guidance on Main Board Listing Rule 17.03(13)/ GEM Listing Rule 23.03(13) and the Note immediately after the Rule” attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to the share option scheme).

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

15. CANCELLATION OF SHARE OPTIONS

• (a) Any cancellation of Share Option granted but not exercised must be subject to the prior written consent of the relevant Grantee and the approval of the directors of isBIM.

• (b) Where isBIM cancels Share Option and issues new ones to the same Grantee, the issue of such new Share Option may only be made under a scheme with available un– issued Share Option (excluding the cancelled Share Option) within the limit approved by the shareholders of isBIM and the Shareholders as referred to in paragraph 3.

16. TERMINATION OF THE SHARE OPTION SCHEME

isBIM, by resolution in general meeting, or the isBIM Board may at any time terminate the operation of the Subsidiary Share Option Scheme and in such event no further Share Option will be offered but the provisions of the Subsidiary Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of the Share Option (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the Subsidiary Share Option Scheme. Share Option (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Subsidiary Share Option Scheme.

17. RIGHTS ARE PERSONAL TO GRANTEE

A Share Option is personal to a Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Share Option. Any breach of the foregoing shall entitle isBIM to cancel any outstanding Share Option or part thereof granted to such Grantee.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

18. LAPSE OF OPTION

A Share Option shall lapse automatically (to the extent not already exercised) on the earliest

of:

• (a) the expiry of the option period referred to paragraph 9;

• (b) the expiry of any of the periods referred to in paragraphs 10 and 11;

• (c) the date of the commencement of the winding up of isBIM referred to in paragraph 12;

• (d) the date on which the Grantee ceases to be a Participant by reason of the termination of his/her employment on any one or more of the grounds that he/she has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his/her creditors generally, or has been convicted of any criminal offence involving his/her integrity or honesty or (if so determined by the isBIM Board) on any other ground on which an employer would be entitled to terminate his/her employment summarily at common law or pursuant to any applicable laws or under the Grantee’s service contract with isBIM or the relevant Subsidiary or the relevant Invested Entity. A resolution of the isBIM Board or the board of directors of the relevant Subsidiary or the board of directors of the relevant Invested Entity to the effect that employment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 18(d) shall be conclusive and binding on the Grantee;

• (e) the date when the proposed compromise or arrangement referred to in paragraph 13 becomes effective;

• (f) the date on which the Grantee commits a breach of paragraph 17; or

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

• (g) if the directors of isBIM at their absolute discretion determine that the Grantee or his/ her/its Associate has committed any breach of any contract entered into between the Grantee or his/her/its Associate on the one part and isBIM, any Subsidiary of isBIM or any Invested Entity on the other part or that the Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his/her/ its creditors generally, the directors of isBIM shall determine that the outstanding Share Options granted to the Grantee (whether exercisable or not) shall lapse. In such event, his/her/its Share Options will lapse automatically and will not in any event be exercisable on or after the date on which the directors of isBIM have so determined.

19. OTHER TERMS OF THE SHARE OPTION SCHEME

• (a) The Subsidiary Share Option Scheme shall take effect subject to (i) the passing of the resolutions by the shareholders of isBIM to adopt the Subsidiary Share Option Scheme and to authorise the isBIM Board to grant Share Option under the Subsidiary Share Option Scheme and to allot and issue shares of isBIM pursuant to the exercise of any Option, and (ii) the passing of the necessary resolutions by the Shareholders in a general meeting to approve the adoption of the Subsidiary Share Option Scheme.

• (b) The terms and conditions of the Subsidiary Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered except with the approval of the shareholders of isBIM in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, a resolution by the Shareholders in the general meeting of the Company, except where such alterations take effect automatically under the existing terms of the Subsidiary Share Option Scheme.

• (c) Any alterations to the terms and conditions of the Subsidiary Share Option Scheme which are of a material nature or any change to the terms of Share Option granted must be approved by the shareholders of isBIM in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, the Shareholders in the general meeting of the Company, except where the alterations take effect automatically under the existing terms of the Subsidiary Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE SUBSIDIARY SHARE OPTION SCHEME

APPENDIX

• (d) Any change to the authority of the Board in relation to any alteration to the term of the Share Option Scheme shall be approved by the shareholders of isBIM in general meeting and, for so long as isBIM remains an indirect non wholly-owned Subsidiary of the Company, a resolution by the Shareholders in the general meeting of the Company, except where the alteration take effect automatically under the existing terms of the Subsidiary Share Option Scheme.

• (e) The amended terms of the Subsidiary Share Option Scheme or the Share Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules and no such alteration shall operate to affect adversely the terms of issue of any Share Option granted or agreed to be granted prior to such alteration except with the consent or sanction in writing of such number of Grantees as shall together hold Share Options in respect of not less than three-fourths of the shares of isBIM to be issued then subject to Share Options granted under the Subsidiary Share Option Scheme and provided further that any alterations to the terms and conditions of the Subsidiary Share Option Scheme which are of a material nature shall first be approved by the Shareholders.

• (f) isBIM must provide to all Grantees all details relating to changes in the terms of the Subsidiary Share Option Scheme during the life of the Subsidiary Share Option Scheme immediately upon such changes taking effect.

• (g) The Subsidiary Share Option Scheme shall be subject to the administration of the isBIM Board.

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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 an extraordinary general meeting of C Cheng Holdings Limited (the “ Company ”) will be held at Function Room of 3/F, Gateway Hotel, Harbour City, 13 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Wednesday, 6 June 2018 at 11:00 a.m. (or immediately after the conclusion or the adjournment of the annual general meeting of the Company to be held at the same venue at 10:00 a.m. on the same day), (the “ EGM ”) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT the rules of the proposed share option scheme (the “ Subsidiary Share Option Scheme ”) of isBIM Limited (“ isBIM ”) (a copy of which has been produced to the EGM marked ‘A’ and initialed by the chairman of the EGM for the purpose of identification) be and are hereby approved and the directors of the Company be and are hereby authorised to execute such documents and take such actions as they deem appropriate to implement and give effect to such scheme.”

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

Hong Kong, 3 May 2018

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

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NOTICE OF THE EGM

Notes:

• (a) The register of members of the Company will be closed from Friday, 1 June 2018 to Wednesday, 6 June 2018, both dates inclusive, 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 Thursday, 31 May 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 less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).

• (d) Completion and delivery of the form of proxy shall not preclude members from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.

• (e) Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he/she 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 tropical cyclone warning Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.cchengholdings.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

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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