C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2015

Dec 8, 2015

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

CHINA SANDI HOLDINGS LIMITED 中國 三 迪控 股有 限公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 910)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of China Sandi Holdings Limited (the “ Company ”) will be held at 11:00 a.m. on Monday, 28 December 2015 at 6/F, Ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong to consider and, if thought fit, approve, with or without modifications, the following resolutions as ordinary resolutions. Unless otherwise indicated, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 9 December 2015 (the “ Circular ”) of which the notice convening the SGM forms part.

ORDINARY RESOLUTIONS

1. “ THAT subject to (i) the passing of each of the resolutions numbered 2, 3 and 4 set out in this notice of meeting; and (ii) fulfillment of the conditions of the Underwriting Agreement (a copy of which has been produced to this meeting marked “A” and signed by the chairperson of this meeting for the purpose of identification) and such agreement not being terminated in accordance with its terms:

2. (a) the allotment and issue by way of rights issue of not less than 1,648,924,892 Rights Shares at the Subscription Price of HK$0.20 per Rights Share to the Qualifying Shareholders whose names appear on the register of members of the Company on 12 January 2016 (or such other date as the Company and United Century may agree to be the Record Date) on the basis of two Rights Shares for every one Ordinary Share held on the Record Date and otherwise on the terms and conditions as set out in the Circular be and is hereby approved;

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• (b) the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue to the Qualifying Shareholders and, in particular, the Directors may make such exclusion or other arrangements in relation to the Non-Qualifying Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws and/ or regulations of, or the rules and/or requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and

• (c) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Rights Issue as he considers necessary or otherwise expedient in connection with the implementation of or giving effect to the Rights Issue and the transactions contemplated thereunder or in this resolution (including but not limited to the use of the common seal of the Company)”.

• “ THAT subject to the passing of each of the resolutions numbered 1, 3 and 4 set out in this notice of meeting, the absence of arrangements for application for the Rights Shares by the Qualifying Shareholders in excess of their entitlements under the Rights Issue as referred to in Rule 7.21 of the Listing Rules be and is hereby approved.”

• “ THAT subject to the passing of each of the resolutions numbered 1, 2 and 4 set out in this notice of meeting:

• (a) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by United Century, the sole underwriter) be and are hereby approved; and

• (b) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Underwriting Agreement as he considers necessary or otherwise expedient in connection with the implementation of or giving effect to the Underwriting Agreement (including without limitation entering into supplemental agreement(s) in relation to the Underwriting Agreement) and the transactions contemplated thereunder or in this resolution (including but not limited to the use of the common seal of the Company).”

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1. “ THAT subject to (i) the passing of each of the resolutions numbered 1, 2 and 3 set out in this notice of meeting; and (ii) the Executive granting to United Century the Whitewash Waiver and the satisfaction of any condition(s) attached to the Whitewash Waiver and such other necessary waiver or consent of the Executive for the transactions contemplated under the Rights Issue and/or the Underwriting Agreement (if any), the waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code waiving any obligation on the part of United Century to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by the Concert Group as a result of United Century’s underwriting obligations under the Underwriting Agreement be and is hereby approved.”

By order of the Board China Sandi Holdings Limited Guo Jiadi Chairman

Hong Kong, 9 December 2015

As at the date of this notice, the Board comprises Mr. Guo Jiadi, Ms. Amika Lan E Guo and Mr. Lin Jianbin, being executive Directors; and Dr. Wong Yun Kuen, Mr. Chan Yee Ping, Michael, Mr. Yu Pak Yan, Peter, Mr. Zheng Jinyun and Mr. Zheng Yurui, being independent non-executive Directors.

Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street Unit 3309 Hamilton HM 11 33/F, West Tower Bermuda Shun Tak Centre 168–200 Connaught Road Central Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote in his stead. The proxy needs not be a shareholder of the Company.

2. In order to be valid, the enclosed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The Register of Members of the Company will be temporarily closed from Wednesday, 23 December 2015 to Monday, 28 December 2015, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attendance at the Company’s special general meeting to be held on Monday, 28 December 2015, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22 Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 22 December 2015.

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