Carpenter Tan Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 17, 2012

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 Carpenter Tan Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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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CARPENTER TAN HOLDINGS LIMITED 譚木匠控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 837)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED DECLARATION OF DIVIDEND, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Carpenter Tan Holdings Limited to be held at 5th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong on Friday, 18 May 2012 at 10:00 a.m. is set out on pages 12 to 16 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the website of the Company (www.ctans.com).

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof, should you so wish.

* For identification purpose only

18 April 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Granting of Share Issue Mandate, Repurchase Mandate and
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Declaration of Dividend and Closure of Register of Members . . . . . . . . . . . . .	5
The AGM, Proxy Arrangement and Closure of Register of Members . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Information on Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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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 held on Friday, 18 May 2012 at 10:00 a.m., notice of which is set out on pages 12 to 16 of this circular and any adjournment thereof; “Articles” the articles of association of the Company as amended from time to time; “associate” the meaning ascribed thereto in the Listing Rules; “Board” the board of Directors; “Chairman” chairman of the Board; “Companies Law” the Companies Law of the Cayman Islands for the time being in force; “Company” Carpenter Tan Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 837); “connected person(s)” the meaning ascribed to it under the Listing Rules; “Director(s)” the director(s) of the Company (including the Executive Directors, Non-executive Directors and Independent Non-executive Directors); “Executive Director(s)” the executive Directors(s) of the Company; “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate; “General Mandates” the Share Issue Mandate, the Repurchase Mandate and the Extension Mandate; “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Independent Non-executive the independent non-executive Director(s) of the Company;

• “Independent Non-executive Director(s)”

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DEFINITIONS

• “Latest Practicable Date” 11 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

• “Listing Date” 29 December 2009, being the date on which dealings in the Shares on the Main Board of the Stock Exchange first commenced;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Non-executive Director(s)” the non-executive Director(s) of the Company; “PRC” The People’s Republic of China excluding Hong Kong and the Macau Special Administrative Region of the PRC for the purpose of this circular;

• “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares on the Stock Exchange not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM;

• “RMB” Renminbi, the lawful currency of the PRC;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• “Share(s)” shares of HK$0.01 each in the share capital of the Company; “Share Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM;

• “Shareholder(s)” the holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “Takeovers Code” the Hong Kong Code on Takeovers and Mergers.

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LETTER FROM THE BOARD

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CARPENTER TAN HOLDINGS LIMITED 譚木匠控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 837)

Executive Directors: Registered office: Mr. Tan Chuan Hua (Chairman) Cricket Square Mr. Tan Di Fu Hutchins Drive Mr. Geng Chang Sheng PO Box 2681 Grand Cayman KY1-1111 Non-executive Directors: Cayman Islands Mr. Tan Cao Mr. Liu Chang Principal place of business in Hong Kong: Room 1009, 10th Floor Independent Non-executive Directors: Nan Fung Commercial Centre Madam Du Xin Li 19 Lam Lok Street Mr. Yu Ming Yang Kowloon Bay Mr. Chau Kam Wing, Donald Kowloon Hong Kong 18 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED DECLARATION OF DIVIDEND, AND

NOTICE OF ANNUAL GENERAL MEETING

* For identification purpose only

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (a) granting of the Share Issue Mandate; (b) granting of the Repurchase Mandate; (c) granting of the Extension Mandate; (d) the re-election of Directors; and (e) the declaration of dividend. 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 to be proposed at the AGM.

A notice convening the AGM is set out on pages 12 to 16 to this circular.

PROPOSED GRANTING OF SHARE ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the ordinary resolutions passed by the Shareholders at the annual general meeting of the Company on 23 May 2011, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with the Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the same date; (b) a general unconditional mandate to repurchase the Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the same date; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

The above mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

• (a) to grant the Share Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution;

• (b) to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares on the Stock Exchange not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and

• (c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Share Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the Share Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required to be held under the Articles or any applicable laws of the Cayman Islands or the Listing Rules; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

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LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plans to repurchase any Shares or allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.

An explanatory statement containing all relevant information relating to the proposed granting of the Repurchase Mandate is set out in the Appendix I to this circular to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution in relation to the granting of the Repurchase Mandate.

PROPOSED RE-ELECTION OF DIRECTORS

As at the date of this circular, the Executive Directors are Mr. Tan Chuan Hua, Mr. Tan Di Fu and Mr. Geng Chang Sheng; the Non-executive Directors are Mr. Tan Cao and Mr. Liu Chang; and the Independent Non-executive Directors are Madam Du Xin Li, Mr. Yu Ming Yang, and Mr. Chau Kam Wing, Donald.

Pursuant to Article 84(1) of the Articles, one-third of the Directors shall retire from office by rotation at each annual general meeting and shall then be eligible for re-election. Accordingly, Mr. Geng Chang Sheng, Mr. Liu Chang and Mr. Chan Kam Wing Donald will retire at the AGM, and being eligible, offer themselves for re-election. Information on the retiring Directors as required to be disclosed under the Listing Rules is set out in Appendix II to this circular.

PROPOSED DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

As mentioned in the announcement of the Company dated 28 March 2012, the Board has resolved to recommend a final dividend of HK22.97 cents per Share in respect of the year ended 31 December 2011 to the Shareholders whose names appear on the register of members of the Company on Monday, 28 May 2012, representing a total payout ratio of approximately 62% of the distributable profit of the Company (after deducting the non-distributable statutory reserve of RMB18,300,000 for the year ended 31 December 2011), which is subject to approval of the Shareholders at the AGM and compliance with the Companies Law and is expected to be payable on 15 June 2012.

The register of members will be closed from Thursday, 24 May 2012 to Monday, 28 May 2012, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the above dividend, all share transfer documents must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration on or before 4:30 p.m. on Wednesday, 23 May 2012.

THE AGM, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS

A notice convening the AGM to be held at 5th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong on Friday, 18 May 2012 at 10:00 a.m. is set out on pages 12 to 16 of this circular.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

All the resolutions set out in the notice of the AGM will be decided by poll in accordance with the Articles and the Listing Rules. The Company will announce results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.ctans.com). Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy 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 the holding of the AGM (or any adjournment thereof) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

The register of members will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all share transfer documents must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration on or before 4:30p.m. on Tuesday, 15 May 2012.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirmed, having made all reasonable enquiries, that, to the best of the knowledge and belief, there are no other facts, the omission of which would make any statement in this circular misleading.

RECOMMENDATION

The Directors consider that all the proposed resolutions at the AGM are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Carpenter Tan Holdings Limited 譚木匠控股有限公司* Tan Chuan Hua Chairman

* For identification purpose only

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the important of which are summarized below:

(a) Shareholders’ approval

All proposed repurchase of securities, which must be fully paid up in the case of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange, must be approved in advance by its shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to a specific transaction.

(b) Share capital

Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the aggregate nominal amount of its issued share capital as at the date of the passing of the relevant resolution granting the Repurchase Mandate.

As at the Latest Practicable Date, the Company has 250,000,000 Shares in issue. Subject to the passing of the proposed resolution for the granting of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 25,000,000 Shares being repurchased by the Company.

(c) Reasons for repurchase

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

(d) Funding of repurchase

Repurchases must be funded out of the funds legally available for the purpose in accordance with the Articles and the Companies Law. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Any purchase by the Company may be made out of the profits of the Company or out of a fresh issue of Shares made for

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EXPLANATORY STATEMENT

APPENDIX I

the purpose of the purchase or, if authorized by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on redemption or purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles and subject to the Companies Law, out of its capital.

(e) Impact of repurchase

As compared with the financial position of the Company as at 31 December 2011 (being the date of its latest audited accounts), the Directors consider that there would not be a material adverse impact on the working capital or gearing position of the Company if the Repurchase Mandate is to be exercised in full during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

(f) Undertaking

None of the Directors nor, to the best knowledge of the Directors having made all reasonable enquiries, any of their associates has any present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Articles, the Listing Rules and the applicable Companies Law.

(g) Takeovers Code

If as a result of a repurchase of Shares a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Lead Charm Investments Limited (“Lead Charm”), being the controlling Shareholder, held 169,674,188 Shares representing approximately 67.87% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholding of Lead Charm, together with its associates, in the

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EXPLANATORY STATEMENT

APPENDIX I

Company would be increased to approximately 75.41% of the issued share capital of the Company and such an increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would lead to less than 25% (or such prescribed minimum percentage as determined by the Stock Exchange) of the Company’s issued share capital being in public hands. The Company will not repurchase Shares if that repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the Company’s issued share capital.

2. SHARE PURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

3. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date, were as follows:

	**Per **	Share
Month	Highest (HK$)	**Lowest **	(HK$)
2011
April	4.43		4.00
May	4.16		3.80
June	3.99		3.40
July	4.00		3.70
August	4.10		3.48
September	4.05		3.35
October	4.00		3.03
November	4.12		3.55
December	3.87		3.52
2012
January	3.82		3.51
February	3.99		3.68
March	4.80		3.80
April (Note)	4.98		4.50

Note: Up to the Latest Practicable Date

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INFORMATION ON RETIRING DIRECTORS

APPENDIX II

The following is the information, as required to be disclosed by the Listing Rules, on the retiring Directors proposed to be re-elected at the AGM.

(1) Mr. Geng Chang Sheng (“Mr. Geng”)

Mr. Geng, aged 63, is an Executive Director and deputy general manager of the Group and he is responsible for the Group’s financial function including reviewing the Group’s financial position and responsible for the strategic investment planning and corporate finance activities of the Group. Mr. Geng has 9 years of management experience in the transportation industry during the period from 1987 to 1996 when he was a deputy general manager of a motor company in Chongqing and over 3 years of management experience in the property development industry during the period from 1999 to 2002 when he was a deputy general manager of a property company in the PRC. He studied Mechanics and graduated from Sichuan Broadcasting TV University (四川廣播電視大學). Mr. Geng joined the Group in August 2002 as the assistant general manager of Chongqing Carpenter Tan Handicrafts Company Limited (重慶譚木匠工藝品有限公司) and has been responsible for the general administration and human resources function since August 2002. Mr. Geng was appointed as a director of Chongqing Carpenter Tan Handicrafts Company Limited (重慶譚木匠工藝品有限公司) in August 2003 and the Executive Director on 30 August 2006.

Save as disclosed above, Mr. Geng does not have any relationships with other Directors, senior management, substantial shareholders or controlling shareholders of the Group. Save as aforesaid, Mr. Geng did not hold other directorship in any public listed companies in the last 3 years. Mr. Geng has entered into a service contract with the Company for a term of 3 years commencing from the Listing Date which continues thereafter until terminated by either party giving not less than 3 months’ notice in writing to the other party. Mr. Geng is entitled to an annual Director’s remuneration of RMB200,000 which is determined on the basis of his relevant experience, responsibility, workload and time devoted to the Group. In addition, Mr. Geng is entitled to a discretionary bonus as the Board may suggest, the amount of which shall not exceed 5% of the audited consolidated net profits of the Group for the financial year subject to the approval of the remuneration committee of the Board.

(2) Mr. Liu Chang (“Mr. Liu”)

Mr. Liu, aged 38, is a Non-executive Director responsible for the corporate financial activity and management of the Group. He worked for Beijing Anxintaifu Trading Company Limited (北京安信泰富商貿有限公司) of which the then principal business was trading of furniture in the PRC and was responsible for the overall strategic planning, corporate development and day-to-day management of this company. He has over 7 years of experience in investment banking. He holds a bachelor’s degree in Law from the China Youth University for Political Sciences (中國青年政治學院). Mr. Liu joined the Group in September 2004 and was appointed as the Non-executive Director on 30 August 2006.

Save as disclosed above, Mr. Liu is not interested in the share capital of the Company and did not represent any specific shareholder’s interest. He does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company. He has not previously held any position with the Group and has not been a director in any other listed company in the past 3 years.

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APPENDIX II

INFORMATION ON RETIRING DIRECTORS

Mr. Liu has entered into a service contract with the Company for a term of 2 years commencing from the Listing Date which continues thereafter until terminated by either party giving not less than 3 months’ notice in writing to the other party. Mr. Liu is entitled to an annual Director’s remuneration of RMB40,000 which is determined on the basis of his relevant experience, responsibility, workload and time devoted to the Group.

(3) Mr. Chau Kam Wing, Donald (“Mr. Chau”)

Mr. Chau, aged 49, is an independent non-executive Director. Mr. Chau is currently practising as a certified public accountant in Hong Kong and is a council member of The Society of Chinese Accountants & Auditors in Hong Kong. He has over 20 years’ experiencein auditing, taxation and financial management of various listed companies. Mr. Chau obtained a master’s degree in business administration from the University of San Francisco, the United States and is a fellow member of the Association of Chartered Certified Accountants and a practising member of Hong Kong Institute of Certified Chartered Accountants. Mr. Chau is currently an independent non-executive director of China Water Affairs Group Limited and Zhejiang Shibao Company Limited which are all listed on the Main Board. He is an executive director of Winox Holdings Limited, a company listed on the Main Board. He is also an independent non-executive director of Eco-Tek Holdings Limited and from 12 June 2008 to 5 May 2011 was an independent non-executive director of China Nonferrous Matals Company Limited, all of which are listed on The Growth Enterprise Market of the Stock Exchange. Mr. Chau was appointed as an independent non-executive Director on 17 November 2009.

Mr. Chau does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Chau did not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Chau has entered into a service contract with the Company for a term of two years commencing from the Listing Date which continues thereafter until terminated by either party giving not less than 3 months’ notice in writing to the other party. He is entitled to an annual Director’s remuneration of RMB80,000 which is determined on the basis of his relevant experience, responsibility, workload and time devoted to the Group.

Save as disclosed above, there is no other information about any of the above retiring Directors required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules, nor are there other matters that need to be brought to the attention to the shareholders of the Company in relation to the proposed re-election of any of the above retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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CARPENTER TAN HOLDINGS LIMITED 譚木匠控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 837)

NOTICE IS HEREBY GIVEN THAT an annual general meeting of CARPENTER TAN HOLDINGS LIMITED (the “ Company ”) will be held at 5th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong, on Friday, 18 May 2012 at 10:00 a.m. for the following purposes:

As ordinary businesses:

1. To receive and adopt the audited consolidated financial statements and the reports of the Directors and auditor for the year ended 31 December 2011.

2. To re-elect the retiring Directors (whose particulars are stated in Appendix II to the circular of the Company dated 18 April 2012) and to authorize the board of Directors to fix the Directors’ remuneration.

3. To re-appoint CCIF CPA Limited as the Company’s auditor and to authorize the board of Directors to fix the remuneration of the auditor.

4. To declare a final dividend for the year ended 31 December 2011 of HK22.97 cents per ordinary share of the Company to the Shareholders whose names appear on the register of the members of the Company on Monday, 28 May 2012.

As special business, to consider and if thought fit, pass with or without modifications, the following resolution as an ordinary resolution of the Company:

1. (A) “ THAT

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which (including warrants, bonds and debentures convertible into shares of the Company) would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b), otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares under any options granted under the share option scheme adopted by the Company; (iii) an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company; (iv) an issue of shares in lieu of the whole or part of a dividend pursuant to any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company; and (v) any adjustment, after the date of grant or issue of any options, rights to subscribe for other securities referred to in (ii) and (iii) above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the time of passing this resolution; and

• (d) 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 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; and

• (iii) the date of which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting prior to the next annual general meeting of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion 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 outside the Hong Kong Special Administrative Region of the People’s Republic of China).”

• (B) “ THAT

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase shares of the Company, subject to and in accordance with all applicable laws and requirements, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company which may 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 as at the date of passing 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 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; and

• (iii) the date which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting prior to the next annual general meeting of the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT conditional upon Resolutions A and B set out above being passed, the aggregate nominal amount of the shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in Resolution B above shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Resolution A above provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.”

By order of the Board Carpenter Tan Holdings Limited 譚木匠控股有限公司* Tan Chuan Hua Chairman

Hong Kong, 18 April 2012

As at the date of this notice, the Executive Directors are Mr. Tan Chuan Hua, Mr. Tan Di Fu and Mr. Geng Chang Sheng; the Non-executive Directors are Mr. Tan Cao and Mr. Liu Chang; and the Independent Non-executive Directors are Madam Du Xin Li, Mr. Yu Ming Yang, and Mr. Chau Kam Wing, Donald.

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.

4. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

5. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, then one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

2. The enclosed form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

3. For ascertaining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of Shares will be registered. To be qualified for attending and voting at the forthcoming Annual General Meeting, all share transfer documents must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration on or before 4:30 p.m. on Tuesday, 15 May 2012.

4. For ascertaining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 24 May 2012 to Monday, 28 May 2012, both days inclusive, during which period no transfer of Shares will be registered. To be qualified for receiving the proposed final dividend, all share transfer documents must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration on or before 4:30 p.m. on Wednesday, 23 May 2012.

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