C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2018

Dec 26, 2018

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 SGM

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 Wednesday, 16 January 2019 at Macau Jockey Club (HK Clubhouse), 3/F, East Wing Shun Tak Centre, Merchant Tower, 200 Connaught Road, Central, Hong Kong or any adjournment thereof to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the sale and purchase agreement dated 21 September 2018 (as supplemental by the supplemental and thereto dated 21 December 2018) (the “ Agreement ”) entered into among Grand Supreme Limited (the “ Purchaser ”), Primary Partner International Limited (the “ Vendor ”) and Mr. Guo Jiadi (“ Mr. Guo ”) (as guarantor) in respect of acquisition of the only issued share (the “ Target Share ”) of All Excel Industries Limited (the “ Target Company ”, together with its subsidiaries, the “ Target Group ”) at a total consideration of HK$1,500 million, which shall be satisfied by way of cash of HK$200 million, the issue of the Promissory Note (as defined below), the issue of the Consideration Shares (as defined below) and the issue of the Convertible Bonds (as defined below) by the Company to the Vendor (or its nominee(s)), a copy of the Agreement marked “ A ” is tabled before the SGM and signed for identification purpose by the chairman of the meeting, as more particularly described in the circular to the shareholders of the Company dated 26 December 2018 (the “ Circular ”) of which this notice forms part and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) conditional upon the Agreement referred to in ordinary resolution 1 (a) being approved, the issue of the convertible bonds in the aggregate amount principal amount of HK$500 million (the “ Convertible Bonds ”) by the Company to the Vendor (or its nominee(s)) as part of the consideration for the acquisition of Target Share pursuant to the terms and conditions of the Agreement, be and is hereby approved, ratified and confirmed;

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• (c) conditional upon the Agreement referred to in ordinary resolution 1 (a) being approved, the grant of specific mandate to allot and issue such number of conversion shares (the “ Conversion Shares ”) upon exercise of the conversion rights attaching to the Convertible Bonds at the initial conversion price of HK$0.412 per Conversion Share (subject to adjustments), in accordance with the terms and conditions of the Agreement and the Convertible Bonds;

• (d) conditional upon the Agreement referred to in ordinary resolution 1 (a) being approved, the issue of the promissory note in the aggregate principal amount of HK$600 million (the “ Promissory Note ”) by the Company to the Vendor (or its nominee(s)) as part of the consideration of the acquisition of the Target Share pursuant to the terms and conditions of the Agreement be and is hereby approved, ratified and confirmed;

• (e) conditional upon the Agreement referred to in ordinary resolution 1 (a) being approved, the allotment and issue of a maximum of 485,436,893 new shares (the “ Consideration Shares ”) of HK$0.01 each in the share capital of the Company, credited as fully paid, at the issue price of HK$0.412 per Consideration Share to the Vendor (or its nominee(s)) as part of the consideration for the acquisition of the Target Share pursuant to the terms and conditions of the Agreement, be and is hereby approved, ratified and confirmed; and

• (f) any one or more of the directors of the Company be and is hereby authorised, for and on behalf of the Company, to exercise all the powers of the Company, take all steps and do all acts and things, sign such other documents or supplemental agreements or deeds for and on behalf of the Company and to do all such things and take all such actions as he/she/they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise in connection with the Agreement and the transactions contemplated thereunder.”

• 2 “ THAT

• (a) the corporate guarantees (details of which are set out on pages 26 to 27 of the Circular) (the “ Corporate Guarantees ”) provided by members of the Target Group to various entities (the “ CP Group ”) indirectly wholly-owned or controlled by Mr. Guo or Ms. Shum Xi Xia prior to the Latest Practicable Date in respect of the payment obligations of the bank loans obtained by the CP Group which will constitute connected transactions of the Company under Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited be and are hereby approved, confirmed and ratified; and

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• (b) any one Director be and is hereby authorised to, on behalf of the Company, do all such acts and sign, seal, execute and deliver all such documents and take all such actions as he/she may consider necessary or desirable for the purpose of or in connection with or to give effect to the Corporate Guarantees.”

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

Hong Kong, 26 December 2018

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Headquarters and principal place of business in Hong Kong: Unit 3309, 33/F, West Tower, Shun Tak Centre 168 – 200 Connaught Road Central Sheung Wan Hong Kong

Notes:

1. The register of members of the Company will be closed from Friday, 11 January 2019 to Wednesday, 16 January 2019, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the SGM, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 10 January 2019.

2. Any member entitled to attend and vote at the SGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the SGM (and any adjournment of such meeting). A proxy needs not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

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

4. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

5. Completion and return of the proxy form does not preclude a member from attending and voting in person at the SGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

6. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the SGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the Board comprises Mr. Guo Jiadi, Ms. Amika Lan E Guo and Mr. Wang Chao, being the executive Directors; Dr. Wong Yun Kuen, being the non-executive Director; and Mr. Chan Yee Ping, Michael, Mr. Yu Pak Yan, Peter, Ms. Ma Shujuan and Mr. Zheng Yurui, being the independent non-executive Directors.

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