Capital VC Limited — AGM Information 2017

Feb 17, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 Capital VC Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

Capital VC Limited 首都創投有限公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as CNI VC Limited) (Stock Code: 02324)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT AND

NOTICE OF ANNUAL GENERAL MEETING

Resolutions will be proposed at the annual general meeting (the ‘‘AGM’’) of the Company to be held at 3:00 p.m. on Wednesday, 22 March 2017, at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong, to approve the matters referred to in this circular. The notice convening the AGM is set out in Appendix III to this circular. If you are unable to attend the AGM in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting and in such event, the form of proxy shall be deemed to be revoked.

20 February 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	– Details of the Retiring Directors to be Re-elected . . . . . . . . . . . . . . . . . .	12
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
Accompanying Document – Form of Proxy

– i –

DEFINITIONS

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

‘‘AGM’’ the annual general meeting of the Company to be convened and held at 3:00 p.m. on Wednesday, 22 March 2017, at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong, notice of which is set out on pages 16 to 19 in this circular

• ‘‘Articles’’

Articles of Association of the Company

• ‘‘Board’’

• the board of Directors of the Company

‘‘Company’’

Capital VC Limited, a company incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as CNI VC Limited, whose shares are listed on the Stock Exchange

• ‘‘Companies Law’’ the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Director(s)’’ directors of the Company

• ‘‘Group’’

the Company and its subsidiaries

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China

‘‘Issue Mandate’’ the general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the total number of shares of the issued share capital of the Company as at the date of passing of the relevant resolution approving the grant of such mandate

• ‘‘Latest Practicable Date’’ 17 February 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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

• ‘‘Options’’ options granted pursuant to the Share Option Scheme

– 1 –

DEFINITIONS

• ‘‘Participants’’

any person belonging to any of the following classes of participants:

• (a) any full-time or part-time employee of any member of the Group;

• (b) any consultant or adviser of any member of the Group;

• (c) any director (including executive, non-executive or independent non-executive directors) of any member of the Group;

• (d) any substantial shareholder of any member of the Group;

• (e) any distributor, contractor, supplier, agent, customer, business partner or service provider of any member of the Group; and

• (f) any company wholly owned by one or more persons belonging to any of the above classes of participants

• ‘‘Pre-consolidated Shares’’

• ‘‘Qualifying Shareholder(s)’’

‘‘Record Date’’

• ‘‘Repurchase Mandate’’

• ordinary share(s) of nominal value of HK$0.005 each in the share capital of the Company

the Shareholder(s) whose names appear on the register of members of the Company on the Record Date and who are entitled to the Rights Issue

17 February 2017 (or such other date as the Underwriter may agree in writing with the Company), as the date by reference to which entitlements to the Rights Issue are expected to be determined

the general and unconditional mandate to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of shares of the issued share capital of the Company as at the date of passing of the relevant resolution approving the grant of such mandate

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DEFINITIONS

‘‘Rights Issue’’ the issue of 2,066,161,872 Rights Shares at the Subscription Price on the basis of three (3) Rights Shares for every one (1) Share held by the Qualifying Shareholders at the close of business on the Record Date payable in full on acceptance ‘‘Rights Shares’’ new Share(s) to be allotted and issued in respect of the Rights Issue ‘‘Scheme Mandate Limit’’ the 10% limit on grant of Options by the Company under the Share Option Scheme and any other share option scheme(s) of the Company ‘‘SFO’’ Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong ‘‘Share Consolidation’’ the consolidation of every five (5) issued and unissued Pre-consolidated Shares of HK$0.005 each into one (1) Share of HK$0.025 each, with effect from 8 February 2017 ‘‘Share Option Scheme’’ the share option scheme adopted on 10 December 2013

• ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.025 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holders of Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subscription Price’’ HK$0.20 per Rights Share ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Repurchases, as amended from time to time

• ‘‘Underwriter’’ Sorrento Securities Limited, a licensed corporation to carry on Type 1 (dealing in securities) regulated activities under the SFO

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LETTER FROM THE BOARD

Capital VC Limited 首都創投有限公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as CNI VC Limited) (Stock Code: 02324)

Executive Directors: Mr. Kong Fanpeng Mr. Chan Cheong Yee

Independent Non-executive Directors: Mr. Lam Kwan Mr. Ong Chi King Mr. Lee Ming Gin

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Head office and principal place of business in Hong Kong: Room 2302, 23rd Floor New World Tower I 18 Queen’s Road Central Hong Kong 20 February 2017

To the Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, resolutions will be proposed to (i) grant to the Directors general mandates to repurchase and issue Shares; (ii) extend the general mandate to issue Shares; (iii) re-elect retiring Directors; and (iv) refresh the Scheme Mandate Limit. In compliance with the Listing Rules, this circular contains the explanatory statement and gives all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE ADDITIONAL SHARES

An ordinary resolution will be proposed at the AGM for the purpose of renewing the existing share issue mandate granted to Directors to allot, issue and otherwise deal with the Shares. The existing issue mandate will expire at the conclusion of the AGM. The share issue mandate is subject to a limit equal to 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the resolution.

GENERAL MANDATE FOR REPURCHASE OF SHARES

The repurchase resolution will be proposed for the purpose of renewing the existing Repurchase Mandate granted to the Directors to repurchase Shares. The existing Repurchase Mandate will expire at the conclusion of the AGM. The Repurchase Mandate is subject to a limit of equal to 10% of the issued and fully paid up share capital of the Company as at the date of passing the resolution. An explanatory statement to the Repurchase Mandate is set out in Appendix I to this circular.

EXTENSION OF GENERAL MANDATE TO ISSUE SHARES

Subject to the passing at the AGM of the proposed resolutions regarding the share issue mandate and the repurchase mandate, an ordinary resolution will be proposed at the AGM to approve the extension of the 20% share issue mandate, i.e. 550,976,499 Shares (assuming 2,066,161,872 Rights Shares issued and allotted on 15 March 2017, which will result in the total number of issued Shares being 2,754,882,496 Shares, and no further shares issued or repurchased between the Latest Practicable Date and the date of the AGM), by adding to the share issue mandate the number of shares that may be repurchased under the Repurchase Mandate. Shareholders are referred to the AGM notice for details of the resolutions. With reference to these resolution, the Board wishes to state that it has no immediate plans to repurchase any shares or to issue any new shares pursuant to the relevant mandates.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 88(1) of the Company’s articles of association, Mr. Chan Cheong Yee and Mr. Ong Chi King shall retire by rotation as Directors. Being eligible, all of them offer themselves for re-election as Director at the AGM. Mr. Lam Kwan shall be subject to Shareholders’ approval to continue to be an independent non-executive Director of the Company in accordance with Code Provision A.4.3 of Appendix 14 of the Listing Rules because his term of service with the Company has been over nine years. Particulars of the retiring Directors are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 10 December 2013. In accordance with the Listing Rules and the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all Options to be granted under the Share Option Scheme and any other schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme. The Scheme Mandate Limit may be refreshed by the Shareholders in general meeting in accordance with the rules of the Share Option Scheme. At the annual general meeting of the Company held on 10 December 2013, the Share Option Scheme was adopted pursuant to which the Company was authorised to grant Options to subscribe for up to a maximum number of 15,139,302 ordinary shares of nominal value of HK$0.001 each in the share capital of the Company, representing 10% of the number of Shares then in issue. No option, which was issued under the share option scheme adopted by the Company on 30 September 2003 and expired on 29 September 2013 is outstanding as at the Latest Practicable Date, and 313,000,000 Options were granted by the Company to Participants under the Share Option Scheme on 21 November 2016 and fully exercised on 28 November 2016, which resulted in 313,000,000 Pre-consolidated Shares issued and allotted. No other Option was granted by the Company to Participants under the Share Option Scheme up to the Latest Practicable Date. At the annual general meeting of the Company held on 3 February 2016, the Scheme Mandate Limit was refreshed pursuant to which the Company was authorised to grant Options to subscribe for up to a maximum number of 313,060,190 Pre-consolidated Shares representing 10% of the number of Pre-consolidated Shares then in issue. As mentioned above, 313,000,000 Options were granted before the Share Consolidation on 21 November 2016, 12,038 Options (equivalent to 60,190 Options before Share Consolidation), which represent approximately 0.002% of the issued share capital of the Company, remained ungranted as at the Latest Practicable Date.

Save as aforesaid, no Options were granted, lapsed, exercised or cancelled during the period from the date of adoption of the Share Option Scheme to the Latest Practicable Date, and there is no outstanding Option granted under the Share Option Scheme and any other schemes of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, the Company had an aggregate of 688,720,624 Shares in issue and assuming no additional Shares will be issued or repurchased from the Latest Practicable Date up to the date of the AGM, it is expected that, upon the approval of the refreshment of the Scheme Mandate Limit of the Share Option Scheme at the AGM, the Directors will be authorised to grant Options to subscribe up to 275,488,249 Shares, representing 10% of the sum of the number of Shares in issue of 688,720,624 Shares as at the Latest Practicable Date and 2,066,161,872 Rights Shares expected to be allotted and issued on 15 March 2017 (assuming no further Shares issued or repurchased between the Latest Practicable Date and the date of the AGM), totalling 2,754,882,496 Shares. The Board proposes to refresh the Scheme Mandate Limit in the AGM so as to enable the Company to grant further Options to Participants.

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LETTER FROM THE BOARD

The Directors believe that more Options to be granted under the Share Option Scheme can provide more incentive and rewards to Participants for their contribution and continuing efforts to promote the interest of the Company and enhance the value of the Shares.

Pursuant to the Listing Rules and the Share Option Scheme, Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised Options) will not be counted for purpose of calculating the Scheme Mandate Limit as refreshed. The Directors consider that such refreshment of the Scheme Mandate Limit of the Share Option Scheme is in the interest of the Company and the Shareholders as a whole.

The limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company must not exceed 30% of the Shares in issue from time to time. No Options may be granted under the Share Option Scheme and any other schemes of the Company if this will result in the limit being exceeded.

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing of the ordinary resolution by the Shareholders at the AGM to approve the proposed refreshment of the Scheme Mandate Limit of the Share Option Scheme; and

2. the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the refreshed Scheme Mandate Limit.

An application will be made to the Stock Exchange for the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the refreshed Scheme Mandate Limit.

ANNUAL GENERAL MEETING

The notice of the AGM is set out in Appendix III to this circular.

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 resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

PROXY ARRANGEMENT

A form of proxy for use at the AGM is enclosed with this circular. In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. The completion and return of the form of proxy will not preclude any Shareholder from attending and voting at the AGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate, the re-election of the retiring Directors, and the refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully, For and on behalf of the Board Chan Cheong Yee Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

The following explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders relating to a resolution to be proposed at the forthcoming AGM authorizing the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date the issued and fully paid up share capital of the Company comprised 688,720,624 Shares. Exercise in full of the Repurchase Mandate, if so approved, on the basis that no further shares are issued or repurchased between the Latest Practicable Date and the date of the approval of the Repurchase Mandate in addition to 2,066,161,872 Rights Shares expected to be allotted and issued on 15 March 2017, the Company would be allowed under the repurchase resolution to repurchase a maximum of 275,488,249 Shares during the period from the date on which such resolution is passed until the date of: (i) conclusion of the next AGM of the Company; (ii) the expiration of the period within which the next AGM of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or removal of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting, whichever occurs first, representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company and the Shareholders as a whole. Such repurchase may enhance the net assets value per Share and/or earnings per Share.

GENERAL

As compared with the financial position of the Company as at 30 September 2016 (being the date of its latest published audited financial statements), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period. However, the Directors do not intend to make any purchase to such an extent as would in the circumstances have a material adverse impact on the working capital or gearing position of the Company.

FUNDING OF REPURCHASE

Repurchases must be made of the funds legally available for the purpose in accordance with the memorandum and articles of association of the Company and the applicable laws and regulations of the Cayman Islands and the Listing Rules. The Companies laws of the Cayman Islands (‘‘Laws’’) provide that a share repurchase by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose or, if so authorized by the Articles and subject to the provisions of the Laws, out of capital. Any

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EXPLANATORY STATEMENT

APPENDIX I

premium payable on a repurchase over the par value of the Shares repurchased or conditionally or unconditionally to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account or, if so authorized by the Articles and subject to the provisions of the Laws, out of capital.

SHARE REPURCHASE MADE BY THE COMPANY

During the period of six months preceding the Latest Practicable Date, no Shares had been repurchased by the Company (whether on the Stock Exchange or otherwise).

SHARE PRICES

During the previous twelve months before the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Price per	Share
	Highest	Lowest
	HK$	HK$
2016
February	0.437	0.301
March	0.437	0.364
April	0.387	0.319
May	0.387	0.296
June	0.337	0.282
July	0.346	0.296
August	0.342	0.296
September	0.364	0.310
October	0.414	0.328
November	1.075	0.260
December	0.455	0.223
2017
January	0.232	0.187
February (Up to the Latest Practicable Date)	0.223	0.196

The lowest and highest prices per share for the period from February 2016 to February 2017 are adjusted retrospectively to take into account of the Share Consolidation.

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EXPLANATORY STATEMENT

APPENDIX I

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange, so far as the same may be applicable, to exercise the power of the Company to repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company. None of the Directors nor, to the best of their knowledge having made all reasonable inquiries, any of their close associates (as defined in the Listing Rules) have any present intention to sell any securities to the Company under the Repurchase Mandate if such is approved by the Shareholders. No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

EFFECT OF TAKEOVERS CODE

If on exercise of the power to repurchase Shares pursuant to Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of Shareholders’ interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate. As at the Latest Practicable Date, based on disclosures made under Part XV of the SFO and to the best of the knowledge and belief of the Company, there were no substantial Shareholders. If the Directors exercise in full the powers to repurchase Shares pursuant to the Repurchase Mandate, it would not give rise to any obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

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DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

MR. CHAN CHEONG YEE (‘‘MR. CHAN’’)

Mr. Chan, aged 52, has been an executive Director since 21 November 2012. He is one of the responsible officers of China Everbright Securities (HK) Limited. Mr. Chan is currently a licensed person to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts), type 3 (leveraged foreign exchange trading) and type 9 (asset management) regulated activities under the SFO. Mr. Chan obtained a Bachelor of Science degree from the College of Business Administration of the University of South Florida in the United States of America. Mr. Chan is experienced in dealing in securities, fund management, corporate management, corporate finance and managing listed investment companies under Chapter 21 of the Listing Rules of Hong Kong Stock Exchanges.

Since June 2003, Mr. Chan joined China Innovation Investment Limited (stock code: 1217), an investment company listed on the Stock Exchange, as executive director. Mr. Chan was an independent non-executive director before 2009 and thereafter an executive director of Bingo Group Holdings Limited (stock code: 8220), a company listed on the Growth Enterprise Market (‘‘GEM’’) of the Stock Exchange. Mr. Chan was appointed as an executive director of China Investment and Finance Group Limited (stock code: 1226), an investment company listed on the Stock Exchange, in March 2011. Mr. Chan was appointed as an executive director of China Investment Development Limited (stock code: 204), an investment company listed on the Stock Exchange, in May 2012. Mr. Chan was appointed as an executive director of Alpha Returns Group PLC, an investment company listed on AIM of London Stock Exchange, in May 2013. Mr. Chan was also appointed as an executive director of China New Economy Fund Limited (stock code: 80), an investment company listed on the Stock Exchange, in June 2013. Mr. Chan was appointed as an executive director of China Trends Holdings Limited (stock code: 8171), a company listed on GEM, in February 2016. Mr. Chan was an independent non-executive director of Agritrade Resources Limited (stock code: 1131) for the period from June 2010 to October 2015.

As at the Latest Practicable Date, Mr. Chan did not hold any Shares within the meaning of Part XV of the SFO. Mr. Chan is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Chan is entitled to a director’s fee in the amount of HK$50,000 per month, which is determined by reference to his duties and responsibilities with the Company, the experience of Mr. Chan and the prevailing practice in the market. Mr. Chan does not have a service agreement with the Company which is not determinable by the Company within one year without paying compensation (other than statutory compensation). Mr. Chan is subject to retirement by rotation in accordance with the Articles of Association of the Company.

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DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr. Chan does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Chan has not held any directorship in other public companies in the last three years preceding the date of his appointment and does not hold any other position with the Company or any of its subsidiaries. Mr. Chan does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Chan that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirement of Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. ONG CHI KING (‘‘MR. ONG’’)

Mr. Ong, aged 43, has been an independent non-executive Director since 20 January 2012, is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Ong received a Bachelor’s degree in Business Administration from The Hong Kong University of Science and Technology and a master’s degree in corporate finance from The Hong Kong Polytechnic University. Mr. Ong has more than 20 years of experience in accounting, finance and company secretarial fields and held senior positions in finance and company secretarial departments in various listed companies listed on the main board of the Stock Exchange. Mr. Ong is an independent non-executive director of China Environmental Resources Group Limited (stock code: 1130), Hong Kong Education (Int’l) Investments Limited (stock code: 1082), WLS Holdings Limited (stock code: 8021), Larry Jewelry International Company Limited (stock code: 8351) and Wan Kei Group Holdings Limited (stock code: 1718), and an executive director of Deson Construction International Holdings Limited (stock code: 8268). Mr. Ong was an independent non-executive director of King Force Group Holdings Limited (stock code: 8315) for the period from July 2014 to September 2016 and KSL Holdings Limited (stock code: 8170) for the period from November 2014 to June 2016.

As at the Latest Practicable Date, Mr. Ong did not hold any Shares within the meaning of Part XV of the SFO. Mr. Ong is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Ong is entitled to a director’s fee in the amount of HK$120,000 per annum, which is determined by reference to his duties and responsibilities with the Company, the experience of Mr. Ong and the prevailing practice in the market. Mr. Ong does not have a service agreement with the Company which is not determinable by the Company within one year without paying compensation (other than statutory compensation). Mr. Ong is subject to retirement by rotation in accordance with the Articles of Association of the Company.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

Save as disclosed above, Mr. Ong has not held any directorship in other public companies in the last three years preceding the date of his appointment and does not hold any other position with the Company or any of its subsidiaries.

Mr. Ong was a director of Fitness Concept International Holdings Limited prior to its dissolution. The said company was incorporated in the Cayman Islands and was dissolved on 30 June 2005 by striking off due to cessation of business.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Ong that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirement of Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. LAM KWAN (‘‘MR. LAM’’)

Mr. Lam, aged 48, has been an independent non-executive Director since 10 September 2003. He obtained a Bachelor degree in Accountancy from the Hong Kong Polytechnic University. He is a practicing Certified Public Accountant in Hong Kong, a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Taxation Institute of Hong Kong. Mr. Lam is currently a director of Charles H.C. Cheung & CPA Limited. Mr. Lam is an independent non-executive director of Pearl Oriental Oil Limited (Stock code: 632).

As at the Latest Practicable Date, Mr. Lam did not hold any Shares within the meaning of Part XV of the SFO. Mr. Lam is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Lam is entitled to a director’s fee in the amount of HK$120,000 per annum, which is determined by reference to his duties and responsibilities with the Company, the experience of Mr. Lam and the prevailing practice in the market. Mr. Lam does not have a service agreement with the Company which is not determinable by the Company within one year without paying compensation (other than statutory compensation). Mr. Lam is subject to retirement by rotation in accordance with the Articles of Association of the Company.

Since Mr. Lam has served the Group as an independent non-executive Director for more than nine years, he should be subject to re-election by the Shareholders for a longer term in accordance with Code Provision A.4.3 of Appendix 14 of the Listing Rules. Nonetheless, the Company has received confirmation from Mr. Lam as to his independence in compliance with the requirements of the Listing Rules and Mr. Lam has not engaged in any daily executive management of the Group. Taking into consideration of his independent scope of work in the past years, the Directors consider Mr. Lam to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years. Accordingly, the Directors would like to seek the Shareholders’ approval for the continuous appointment of Mr. Lam as an independent non-executive Director.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

Saved as disclosed above, there is no other matter relating to the re-election of Mr. Lam that need to be brought to the attention of the Shareholders or any information that should be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Capital VC Limited 首都創投有限公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as CNI VC Limited) (Stock Code: 02324)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (‘‘Meeting’’) of Capital VC Limited (the ‘‘Company’’) will be held at 3:00 p.m. on Wednesday, 22 March 2017, at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong, for the following purposes:

ORDINARY BUSINESS

1. To receive and consider the audited financial statements, and reports of the directors and the auditor for the year ended 30 September 2016.

2. To re-elect retiring directors and to authorise the board of directors to fix the directors’ remuneration.

3. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

SPECIAL BUSINESS

1. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

2. (A) ‘‘THAT:

   • (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.025 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (‘‘Listing Rules’’) or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the aggregate nominal amount of the shares to be purchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

  • (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Articles of Association of the Company or any applicable law to be held.’’

• (B) ‘‘THAT:

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares in the Company, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any of the warrants or securities which are convertible into shares of the Company; or (iii) an issue of shares in the Company as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares in the Company under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares in the Company or rights to acquire shares in the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

‘‘Relevant Period’’ shall have the same meaning as those ascribed to it under paragraph (c) of the Ordinary Resolution No. 4(A) in the Notice convening this Meeting; and

‘‘Rights Issue’’ means an offer of shares in the Company, open for a period fixed by the directors to the holders of shares, whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).’’

• (C) ‘‘THAT subject to the passing of the Ordinary Resolutions Nos. 4(A) and 4(B) in the Notice convening this Meeting, the aggregate nominal amount of shares which are to be purchased by the Company pursuant to the authority granted to the Directors as mentioned in Resolution No. 4(A) shall be added to the aggregate nominal amount of the share capital that may be allotted or agreed to be allotted by the Directors pursuant to Resolution No. 4(B).’’

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of and permission to deal in the shares to be issued upon exercise of any options to be granted under the Refreshed Limit (as defined below) pursuant to the share option scheme (‘‘Share Option Scheme’’) of the Company adopted by the resolution of the shareholders of the Company passed on 10 December 2013, the existing limit on the grant of options under the Share Option Scheme and any other schemes of the Company be refreshed so that the aggregate nominal amount of share capital of the Company to be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme and any other schemes of the Company) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution (‘‘Refreshed Limit’’) and that the Directors of the Company be and are hereby authorized to grant options up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company under the Refreshed Limit pursuant to the exercise of such options.’’

By Order of the Board Chan Cheong Yee Executive Director

Hong Kong, 20 February 2017

Notes:

1. A member of the Company entitled to attend and vote at the meeting (or at any adjournment thereof) is entitled to appoint one, or if he is a holder of more than one share, more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a certified copy thereof, must be lodged at the Company’s registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the appointed time for holding the above meeting or any adjournment thereof.

3. Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

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