Carpenter Tan Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 16, 2020

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.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 837)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

(3) PROPOSED RE-APPOINTMENT OF AUDITOR,

(4) PROPOSED DECLARATION OF FINAL DIVIDEND

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular.

A notice convening the annual general meeting of Carpenter Tan Holdings Limited to be held at Building 10, Shang Island, No. 7, Dongchangzhong Road, Jurong City, Jiangsu Province, The PRC on Wednesday, 20 May 2020 at 10:00 a.m. is set out on pages 14 to 18 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 Level 54, Hopewell Centre, 183 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

16 April 2020

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . .	1
Letter from the Board
(1)	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	4
(2)	Proposed Granting of Share Issue Mandate, Repurchase Mandate and
	Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	4
(3)	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	5
(4)	Proposed Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	5
(5)	Proposed Declaration of Final Dividend and Closure of Register of Members . .		5
(6)	The AGM, Proxy Arrangement and Closure of Register of Members	. . . . . . . . .	6
(7)	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	6
(8)	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	7
**Appendix **	I — Explanatory Statement for the Repurchase Mandate	. . . . . . . . .	8
**Appendix **	II — Information on Retiring Directors . . . . . . . . . . . . . . .	. . . . . . . . .	11
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . .	14

– 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 held at
	Building 10, Shang Island, No. 7, Dongchangzhong Road,
	Jurong City, Jiangsu Province, The PRC on Wednesday, 20
	May 2020 at 10:00 a.m., notice of which is set out on pages 14
	to 18 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;
“Crowe (HK)”	Crowe (HK) CPA Limited;
“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;

– 1 –

DEFINITIONS

• “Independent Non-executive the independent non-executive Director(s) of the Company; Director(s)”

• “Latest Practicable Date” 13 April 2020, 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 total number of issued shares of the Company 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 total number of issued shares of the Company 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.

– 2 –

LETTER FROM THE BOARD

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:

Mr. Tan Chuan Hua (Chairman) Mr. Tan Di Fu Mr. Tan Lizi

Non-executive Directors:

Madam Tan Yinan Madam Huang Zuoan

Independent Non-executive Directors:

Mr. Yang Yang Mr. Chau Kam Wing, Donald Madam Liu Liting

Registered office:

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 708, 7th Floor Witty Commercial Building 1A-1L Tung Choi Street Mong Kok Kowloon Hong Kong

16 April 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

(3) PROPOSED RE-APPOINTMENT OF AUDITOR,

(4) PROPOSED DECLARATION OF FINAL DIVIDEND

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

(1) 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 retiring Directors; (e) the re-appointment of auditor; and (f) the declaration of final 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 14 to 18 to this circular.

(2) 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 22 May 2019, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with the Shares not exceeding 20% of the total number of issued shares of the Company as at the same date; (b) a general unconditional mandate to repurchase the Shares not exceeding 10% of the total number of issued shares of the Company as at the same date; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the total number of issued 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 total number of issued shares of the Company 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 total number of issued shares of the Company 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.

– 4 –

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.

(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the date of this circular, the Executive Directors are Mr. Tan Chuan Hua, Mr. Tan Di Fu and Mr. Tan Lizi; the Non-executive Directors are Madam Tan Yinan and Madam Huang Zuoan; and the Independent Non-executive Directors are Mr. Yang Yang, Madam Liu Liting 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. Tan Lizi, Madam Tan Yinan and Mr. Yang Yang will retire at the AGM, and Mr. Tan Lizi, Madam Tan Yinan and Mr. Yang Yang 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.

(4) PROPOSED RE-APPOINTMENT OF AUDITOR

Crowe (HK) CPA Limited will retire as the auditor of the Company at the AGM and being eligible, offer themselves for re-appointment as the auditor of the Company. Details of the re-appointment of auditor are set out in the ordinary resolution numbered 3 of the notice of the AGM.

(5) PROPOSED DECLARATION OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

As mentioned in the announcements of the Company dated 30 March 2020, the Board has resolved to recommend a final dividend of HK28.04 cents per Share in respect of the year ended 31 December 2019 to the Shareholders whose names appear on the register of members of the Company on Friday, 29 May 2020, which is subject to approval of the Shareholders at the AGM and compliance with the Companies Law. The final dividend is expected to be paid on or before Tuesday, 30 June 2020.

The register of members will be closed from Wednesday, 27 May 2020 to Friday, 29 May 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the above 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 26 May 2020.

– 5 –

LETTER FROM THE BOARD

(6) THE AGM, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS

A notice convening the AGM to be held at Building 10, Shang Island, No. 7, Dongchangzhong Road, Jurong City, Jiangsu Province, The PRC on Wednesday, 20 May 2020 at 10:00 a.m. is set out on pages 14 to 18 of this circular.

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 Level 54, Hopewell Centre, 183 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 Friday, 15 May 2020 to Wednesday, 20 May 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 14 May 2020.

(7) 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.

– 6 –

LETTER FROM THE BOARD

(8) 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 Tan Chuan Hua Chairman

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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 total number of issued shares of the Company as at the date of the passing of the relevant resolution granting the Repurchase Mandate.

As at the Latest Practicable Date, the Company has 248,714,000 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 24,871,400 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, the Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be. 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 the purpose of the purchase or, if authorized by the Articles and subject to the Companies Law, out of capital and, in the

– 8 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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 2019 (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 core connected person (as defined in the Listing Rules) 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, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

(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 167,700,000 Shares representing approximately 67.43% 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 Company would be increased to approximately 74.92% of the issued share capital of the Company and

– 9 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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

For the year ended 31 December 2019 and up to the Latest Practicable Date, the Company has not made any repurchases of its own securities.

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:

	Share Price Per Share	Share Price Per Share
	Highest	Lowest
Month	(HK$)	(HK$)
2019
April	5.46	5.13
May	5.70	4.87
June	4.88	4.57
July	4.89	4.67
August	4.69	4.40
September	4.96	4.47
October	4.77	4.67
November	4.77	4.70
December	5.75	4.74
2020
January	6.01	4.70
February	4.78	4.57
March	4.68	4.06
April (Up to the Latest Practicable Date)	4.25	4.16

– 10 –

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.

Mr. Tan Lizi (譚力子) , aged 30, at present is the chief executive officer of the Company. Mr. Tan is responsible for managing the day-to-day operation of the Group, including marketing management, logistics and finance. Mr. Tan is also the general manager of Jiangsu Mujianggu Tourism, Development Company Limited (江蘇木匠谷旅遊發展有限公司), an indirect wholly owned subsidiary of the Company. Mr. Tan joined the Group in September 2012. He was appointed as the executive Director of the Company on 15 September 2017. Save as disclosed above, Mr. Tan did not hold any directorships in listed public companies or any other major appointments in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Mr. Tan is the son of Mr. Tan Chuan Hua, the Chairman and an executive Director of the Company, and Madam Fan Cheng Qin, the younger brother of Mr. Tan Di Fu and the cousin of Madam Tan Yinan. Save as disclosed above, Mr. Tan does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Mr. Tan has entered into a service agreement with the Company on 15 September 2017 pursuant to which he was appointed as an executive Director of the Company for a term of three years and the appointment can be terminated by either party by giving not less than three months’ prior notice in writing to the other. Mr. Tan, in his capacity as an executive Director of the Company, is currently entitled to receive an annual salary of RMB715,000, which is determined with reference to his experience, qualifications, duties and responsibilities involved in the Company, the performance of the Company and the prevailing market conditions, which will be subject to annual review by the Board.

By virtue of the SFO, as at the Latest Practicable Date, Mr. Tan was interested in 300,000 shares in options granted pursuant to the Share Option Scheme, representing approximately 0.12% of the total number of issued shares of the Company. Save as disclosed above, Mr. Tan does not have any interests or short position in any shares, underlying shares or debentures of the Company or its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other information relating to Mr. Tan that needs to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of the provisions under paragraphs (h) to (v) of the Rule 13.51(2) of the Listing Rules.

– 11 –

INFORMATION ON RETIRING DIRECTORS

APPENDIX II

Madam Tan Yinan (譚佚男) , aged 37, has worked for Hong Kong Sanxia Gas Investment Limited as a director and Chongqing Three Gorges Gas (Corp.) Ltd. as a general manager since May 2012 and July 2004 respectively. She has over 13 years experiences in management position. Madam Tan graduated from Japanese Culture and Foreign Language Specialise School (日本文化外國語專門 學校) in June 2004. Madam Tan was appointed as the Non-executive Director of the Company on 1 January 2016. Save as disclosed above, Madam Tan did not hold any directorships in listed public companies or any other major appointments in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Madam Tan is the niece of Mr. Tan Chuan Hua, the Chairman and an executive Director of the Company, the cousin of Mr. Tan Di Fu and Mr. Tan Lizi. Save as disclosed above, Madam Tan does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Madam Tan has entered into a service agreement with the Company on 1 January 2016 pursuant to which she was appointed as a non-executive Director of the Company for a term of two years and the appointment can be terminated by either party by giving not less than three months’ prior notice in writing to the other. The latest service agreement was renewed on 1 January 2020 until being terminated pursuant to the terms of the service agreement. Madam Tan, in her capacity as a non-executive Director of the Company, is currently entitled to receive an annual director’s fee of RMB88,000, which is determined with reference to her experience, qualifications, duties and responsibilities involved in the Company, the performance of the Company and the prevailing market conditions, which will be subject to annual review by the Board.

As at the Latest Practicable Date, Madam Tan did not have any interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other information relating to Madam Tan that needs to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of the provisions under paragraphs (h) to (v) of the Rule 13.51(2) of the Listing Rules.

– 12 –

INFORMATION ON RETIRING DIRECTORS

APPENDIX II

Mr. Yang Yang (楊揚) , aged 41, has over 19 years experiences in the capital market and securities industry. During the period from April 2002 to April 2015, he worked as an investment manager, a senior investment manager and an equity managing director at Taikang Asset Management Co., Ltd. with main responsibility for assets investment and equity portfolio management. He was an officer of Bank of China Beijing Branch from July to December 1999. Mr. Yang received his bachelor’s degree in economics from Beihang University in 1999 and his master’s degree in financial investment from the University of Nottingham in December 2001. Mr. Yang was appointed as the independent non-executive Director of the Company on 1 January 2016. Save as disclosed above, Mr. Yang did not hold any directorships in listed public companies or any other major appointments in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Mr. Yang does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Mr. Yang has entered into a service agreement with the Company on 1 January 2016 pursuant to which she was appointed as an independent non-executive Director of the Company for a term of two years and the appointment can be terminated by either party by giving not less than three months’ prior notice in writing to the other. The latest service agreement was renewed on 1 January 2020 until being terminated pursuant to the terms of the service agreement. Mr. Yang, in his capacity as an independent non-executive Director of the Company, is currently entitled to receive an annual director’s fee of RMB88,000, which is determined with reference to his experience, qualifications, duties and responsibilities involved in the Company, the performance of the Company and the prevailing market conditions, which will be subject to annual review by the Board.

As at the Latest Practicable Date, Mr. Yang did not have any interests or short positions in the Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other information relating to Mr. Yang that needs to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of the provisions under paragraphs (h) to (v) of the Rule 13.51(2) of the Listing Rules.

The Company is of the view that Mr. Yang has satisfied the requirement of independence as set out in Rule 3.13 of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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 OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2019 (the “ AGM ”) of CARPENTER TAN HOLDINGS LIMITED (the “ Company ”) will be held at Building 10, Shang Island, No. 7, Dongchangzhong Road, Jurong City, Jiangsu Province, The PRC on Wednesday, 20 May 2020 at 10:00 a.m. for the following purposes, and unless otherwise defined herein, the terms herein shall have the same meanings as defined in the circular to the shareholders of the Company dated 16 April 2020 (the “ Circular ”):

As ordinary businesses:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors (the “ Directors ”) of the board (the “ Board ”) of the Company and auditor of the Company for the year ended 31 December 2019.

2. To re-elect the retiring Directors (whose particulars are stated in Appendix II of the Circular) and to authorise the Board to fix the Directors’ remuneration.

3. To appoint Crowe (HK) CPA Limited as the auditor of the Company, to hold office until the conclusion of the next annual general meeting, and to authorise the Board to fix the remuneration of the auditor.

4. To declare a final dividend for the year ended 31 December 2019 of HK28.04 cents per Share to the Shareholders whose names appear on the register of the members of the Company on Friday, 29 May 2020.

5. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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;

3. (b) the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorise 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;

4. (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 total number of issued shares of the Company as at the time of passing this resolution; and

5. (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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.

“ 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 authorised 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 total number 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 total number of issued shares 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 total number of issued shares of the Company in issue at the date of passing of this Resolution.”

By order of the Board Carpenter Tan Holdings Limited Tan Chuan Hua Chairman

Hong Kong, 16 April 2020

As at the date of this notice, the executive Directors are Mr. Tan Chuan Hua, Mr. Tan Di Fu and Mr. Tan Lizi; the non-executive Directors are Madam Tan Yinan and Madam Huang Zuoan; and the independent non-executive Directors are Mr. Yang Yang, Madam Liu Liting 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 Level 54, Hopewell Centre, 183 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.

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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 AGM, the register of members of the Company will be closed from Friday, 15 May 2020 to Wednesday, 20 May 2020, both days inclusive, during which period no transfer of Shares will be registered. To be qualified for attending and voting at the forthcoming AGM, 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 14 May 2020.

4. For ascertaining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Wednesday, 27 May 2020 to Friday, 29 May 2020, 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 26 May 2020.

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