C Cheng Holdings Limited — Proxy Solicitation & Information Statement 2020

Oct 8, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 OF EXTRAORDINARY GENERAL MEETING

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, 28 October 2020 at 10:00 a.m. (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

1. “ THAT :

• (a) each of:

  • (i) the Sale and Purchase Agreement (as defined and described in the circular to the shareholders of the Company dated 9 October 2020, a copy of which has been produced to the EGM marked “A” and initialled by the Chairman of the EGM for the purpose of identification);

  • (ii) the Shareholders’ Agreement (as defined and described in the circular to the shareholders of the Company dated 9 October 2020, a copy of which has been produced to the EGM marked “B” and initialled by the Chairman of the EGM for the purpose of identification);

  • (iii) the Deed of Indemnity (as defined and described in the circular to the shareholders of the Company dated 9 October 2020, a copy of which has been produced to the EGM marked “C” and initialled by the Chairman of the EGM for the purpose of identification); and

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• (iv) the Deed of Non-competition (as defined and described in the circular to the shareholders of the Company dated 9 October 2020, a copy of which has been produced to the EGM marked “D” and initialled by the Chairman of the EGM for the purpose of identification),

and the execution thereof and implementation of the transactions thereunder be and are hereby approved, ratified and confirmed; and

• (b) any director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Sale and Purchase Agreement, the Shareholders’ Agreement, the Deed of Indemnity and the Deed of Non-competition and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to Sale and Purchase Agreement, the Shareholders’ Agreement, the Deed of Indemnity and the Deed of Non-competition which in his/her opinion is not of a material nature and to effect or implement any other matters referred to in this resolution.”

By order of the Board C Cheng Holdings Limited Liang Ronald

Chairman and Executive Director

Hong Kong, 9 October 2020

Notes:

• (a) The register of members of the Company will be closed from Thursday, 22 October 2020 to Wednesday, 28 October 2020, 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 and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 21 October 2020.

• (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 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 and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).

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

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• (e) Where there are joint registered holders of any Share(s), 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 or “extreme conditions after super typhoons” announced by the Hong Kong Government is/are in force at or at any time after 7:00 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 of Hong Kong Limited at www.hkexnews.hk to notify members of the Company of the date, time and place of the adjourned meeting.

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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