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Cherish Sunshine International Limited Proxy Solicitation & Information Statement 2012

Oct 15, 2012

49681_rns_2012-10-15_8880aaa2-c765-4b86-b5af-f3831ece22fc.pdf

Proxy Solicitation & Information Statement

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

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CHINA PUBLIC PROCUREMENT LIMITED 中國公共採購有限公司

(incorporated in Bermuda with limited liability) (Stock code: 1094)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “ Meeting ”) of China Public Procurement Limited (the “ Company ”) will be held at Function Room, Basement 2, The Wharney Guang Dong Hotel, 57-73 Lockhard Road, Wanchai, Hong Kong on Wednesday, 31 October 2012 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution of the Company:

ORDINARY RESOLUTION

THAT the form and substance of each of (1) the agreement (the “ Original Agreement ”) dated 11 April 2012 and entered into between Victory Good Ltd., a wholly-owned subsidiary of the Company, as purchaser, two individuals from the People’s Republic of China (the “ PRC ”) interested in 99% equity interest and 1% equity interest of the Target Company respectively as vendors and a PRC individual, being the ultimate controller of the Target Company; and (2) the supplemental agreement (the “ Supplemental Agreement ”) dated 17 July 2012 and entered into between the parties to the Original Agreement and Guocai Science & Technology Company Limited (being the unofficial English name of 國采科技股份有限公司) (the Original Agreement and the Supplemental Agreement are collectively referred to as the “ Acquisition Agreement ”) in relation to the acquisition of 70% equity interest of Shenzhen Zhongcai Information Technology Company Limited (being the unofficial English name of 深 圳市中采信息技術有限公司) at a consideration of RMB30 million (a copy of the Acquisition Agreement has been produced to the meeting and marked “A” and signed by the chairman of the meeting for identification purpose), as mentioned in the circular of the Company dated 15 October 2012 (a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereby be and are hereby approved.”

By order of the Board China Public Procurement Limited Cheng Yuanzhong

Chairman

Hong Kong, 15 October 2012

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Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Suites 2805-2810 Hamilton HM 11 28/F, Dah Sing Financial Centre Bermuda 108 Gloucester Road Wanchai Hong Kong

Notes:

  1. A member entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the Meeting is enclosed.

  2. In order to be valid, the form of proxy and/or a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Union Registrars Limited, the branch share registrar and transfer office of the Company in Hong Kong, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not later than 48 hours before the time of the meeting or any adjourned meeting.

  3. Delivery of an instrument appointing a proxy should not preclude member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto to. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

At the date of this notice, the Board comprises five executive Directors, Mr. Cheng Yuanzhong (Chairman), Mr. Ho Wai Kong (Honorary Chairman), Mr. Wang Dingbo (Chief Executive), Mr. Peng Ru Chuan and Ms. Liu Jie; one non-executive Director, Mr. Wang Ning; and four independent non-executive Directors, Mr. Wu Fred Fong, Mr. Chan Tze See, Kevin, Mr. Chen Bojie, and Mr. Xu Haigen.

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