Chiho Environmental Group Limited — Proxy Solicitation & Information Statement 2014

Apr 8, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Chiho-Tiande Group Limited , you should at once hand this circular with the accompanying proxy form and the 2013 Annual Report to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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CHIHO-TIANDE GROUP LIMITED 齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976)

RE-ELECTION OF RETIRING DIRECTORS, PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this circular shall have the meaning as set out in the section headed “Definitions” of this circular.

A notice convening the Annual General Meeting of Chiho-Tiande Group Limited to be held at Level 2, 48 Wang Lok Street, Yuen Long Industrial Estate, Hong Kong on Wednesday, 14 May 2014 at 11:00 a.m. is set out on pages 13 to 17 of this circular. A proxy form for your use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

9 April 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Details of retiring Directors proposed to be re-elected
at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “Annual General Meeting” the annual general meeting of the Company to be held at Level 2, 48 Wang Lok Street, Yuen Long Industrial Estate, Hong Kong on Wednesday, 14 May 2014 at 11:00 a.m.

• “Articles of Association” the articles of association of the Company as amended, supplemented or modified from time to time

• “Company” Chiho-Tiande Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “controlled corporations” has the meaning ascribed to it in Part XV of the SFO

• “Convertible Bonds” the three-year 4% coupon convertible bonds in the aggregate principal amount of HK$815,800,000 issued by the Company on 1 March 2012 and convertible into Shares at an initial conversion price of HK$6.00 per Share (subject to adjustments)

• “Directors” the directors of the Company

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 4 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Post-IPO Share Option Scheme”

• the post-IPO share option scheme of the Company adopted on 23 June 2010

• “PRC”

• The People’s Republic of China

• “Pre-IPO Share Option Scheme”

• the pre-IPO share option scheme of the Company adopted on 23 June 2010

• “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution no. 8 of the notice of the Annual General Meeting

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DEFINITIONS

“Repurchase Mandate”

a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in the Repurchase Resolution, up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the Repurchase Resolution

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended and supplemented from time to time

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” registered holder(s) of Shares

• “Share Issue Mandate”

• a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares during the period as set out in the proposed ordinary resolution as referred to in resolution no. 7, up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the resolution approving the Share Issue Mandate

• “Share Repurchase Rules” the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “Warrant(s)” the warrant(s) issued by the Company on 1 March 2012 which entitle the holders thereof to subscribe for fully paid Shares in the aggregate amount of HK$75,830,646 at the initial subscription price of HK$6.00 per Share (subject to adjustments)

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• percent

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LETTER FROM THE BOARD

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CHIHO-TIANDE GROUP LIMITED 齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976)

Executive Directors:

Mr. Fang Ankong (Chairman and Chief Executive Officer) Mr. Stephanus Maria van Ooijen (Vice President) Mr. Gu Liyong (Vice President)

Non-Executive Director: Mr. Michael Charles Lion

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-Executive Directors:

Ms. Zhang Jingdong Dr. Loke Yu Mr. Li Xikui

Principal Place of Business in Hong Kong: 48 Wang Lok Street Yuen Long Industrial Estate Hong Kong

9 April 2014

To the Shareholders,

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS, PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 14 May 2014 relating to, among other things, (i) re-election of the Directors due to retirement at the Annual General Meeting; and (ii) the granting of general mandates to the Directors for the issue and repurchase of Shares.

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LETTER FROM THE BOARD

RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 84(1) of the Articles of Association, Mr. Fang Ankong, Mr. Gu Liyong and Ms. Zhang Jingdong shall retire at the Annual General Meeting by rotation.

All the above retiring Directors, being eligible, offer themselves for re-election.

Biographical details of the above retiring Directors to be proposed for re-election at the Annual General Meeting, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

GENERAL MANDATE TO ISSUE SHARES

On 23 May 2013, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with securities of the Company up to 20% of the issued share capital of the Company as at that date. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,044,890,706 Shares. Subject to the passing of the resolution approving the Share Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Share Issue Mandate to allot and issue up to a maximum of 208,978,141 Shares, being 20% of the issued share capital of the Company as at the date of passing of such resolution.

In addition, subject to the passing of the resolution approving the extension of the Share Issue Mandate to be proposed at the Annual General Meeting, the Company would be allowed to allot, issue and deal with such additional number of Shares as is equal to the number of Shares repurchased by the Company under the Repurchase Mandate.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions nos. 7 and 9, respectively, of the notice of the Annual General Meeting.

GENERAL MANDATE TO REPURCHASE SHARES

On 23 May 2013, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company as at that date. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,044,890,706 Shares. Assuming that there is no change in the issued share capital from the Latest Practicable Date up to and including the date of passing of the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 104,489,070 Shares, representing 10% of the issued share capital of the Company as at the date of passing of the Repurchase Resolution.

An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Mandate is set out in Appendix I to this circular.

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out in Appendix III to this circular. A proxy form for appointing proxy is dispatched with this circular and published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chiho-tiande.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the re-election of the retiring Directors, the granting of the Share Issue Mandate, the Repurchase Mandate and the extension of Share Issue Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting to give effect to them.

By Order of the Board Chiho-Tiande Group Limited Fang Ankong Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,044,890,706 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase up to a maximum of 104,489,070 Shares, representing 10% of the issued share capital of the Company as at the date of passing of the Repurchase Resolution.

2. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association and the Articles of Association, the Companies Law of the Cayman Islands, the Listing Rules and any other applicable laws.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 31 December 2013 in the event that the Repurchase Mandate were to be carried out in full at any time 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 requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARES PRICES

The table below is a summary of the monthly highest and lowest traded prices of the Shares in each of the previous twelve months up to and including the Latest Practicable Date:

	**Shares Traded **	**Shares Traded **	Price
	Highest	Lowest
	HK$		HK$
2013
April	3.82		3.60
May	3.70		3.40
June	3.60		3.06
July	3.20		2.82
August	3.09		2.75
September	3.08		2.86
October	3.00		2.86
November	2.97		2.80
December	2.90		2.60
2014
January	3.89		2.78
February	3.69		2.89
March	3.11		2.66
April (up to and including the Latest Practicable Date)	4.17		3.07

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association of the Company and the Articles of Association, the laws of Hong Kong and the applicable laws of the Cayman Islands.

6. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Fang Ankong, Mr. Stephanus Maria van Ooijen, Mr. Gu Liyong, HWH Holdings Limited and Delco Participation B.V. (together the “ Concert Party Group ”) are presumed to be parties acting in concert, who together held 440,272,256 Shares (representing approximately 42.14% of the issued share capital of the Company), of which HWH Holdings Limited held approximately 30.52% of the issued capital of the Company.

In the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the percentage shareholding interest held by the Concert Party Group and HWH Holdings Limited in the Company will be increased by more than 2%, from 42.14% to 46.82% and from 30.52% to 33.91%, respectively. The Concert Party Group would hence be required under Rule 26 of the Takeovers Code to make a mandatory offer in respect of all the issued Shares other than those already held by the Concert Party Group by reason of such increase. The Directors have no intention to exercise the Repurchase Mandate which may result in possible mandatory offer being made under the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.

In addition, as at the Latest Practicable Date, the connected persons of the Company together held 782,167,000 Shares, representing approximately 74.86% of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of the Company held by the public shareholders will fall below the minimum public shareholding requirement of 25% under the Listing Rules. The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during six months immediately preceding the Latest Practicable Date.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

RE-ELECTION OF THE RETIRING DIRECTORS

The following are the biographical details of the Directors proposed for re-election at the Annual General Meeting:

Mr. Fang Ankong

Mr. Fang Ankong （方安空）, aged 48, is an Executive Director, Chairman and Chief Executive Officer of the Company and its subsidiaries (together the “ Group ”). Mr. Fang Ankong was appointed as an Executive Director on 15 May 2008. Mr. Fang serves as a Chairman of the Executive Committee, Remuneration Committee, Nomination Committee and Pricing Committee of the Company and he is also a Director of certain subsidiaries of the Group. Mr. Fang Ankong is also one of the founders of the Group. Mr. Fang Ankong founded the Group in 1999 and has over 19 years of experience in the business of metallurgy and metal scrap recycling. Mr. Fang Ankong is primarily responsible for setting corporate strategy and planning, and overall management of the Group. Prior to founding the Group, Mr. Fang Ankong has been engaged in the import and trading of metals scrap. From 1995, Mr. Fang Ankong was a shareholder of Tianan Resources, a company engaged in the importing of metal scrap into China and recycling of metal scrap, and also participated in the operation and management of Tianan Resources. Tianan Resources was deregistered in 2002.

Mr. Fang Ankong is the younger brother of Ms. Fang Aiping and elder brother of Mr. Fang Anlin, who are both Vice President of the Group. Mr. Fang Ankong is also the brother-in-law of Mr. Ding Guopei, the Senior Vice President of the Group. Mr. Fang Ankong is also the younger brother of the father-in-law of Mr. Zhu Zhonghui, the manager of the sales and marketing department of the Group.

Mr. Fang entered into a service contract with the Company on 24 June 2013 for a term of 3 years. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Fang received emoluments in a total sum of HK$1,219,145 for the year ended 31 December 2013. His emoluments were determined by the Board based on the recommendations of the Remuneration Committee and the Nomination Committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

As at the Latest Practicable Date, Mr. Fang was interested in 5,614,000 Shares and 12,950,000 underlying Shares in respect of share options granted to him under the Pre-IPO Share Option Scheme and Post-IPO Share Option Scheme.

Mr. Fang is deemed to be interested in 318,905,265 Shares and 31,266,667 underlying Shares held by his controlled corporations. 318,905,265 Shares are held by HWH Holdings Limited (“ HWH ”) as beneficial owner and HWH is wholly-owned by Mr. Fang. On 1 March 2012, the Company issued a three-year 4% coupon convertible bonds (the “ Convertible Bonds ”) in the aggregate principal amount of HK$815,800,000 entitling the holders thereof to convert into Shares at an initial conversion price of HK$6.00 per Share, subject to

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

adjustments, and HWH subscribed for the Convertible Bonds in the principal amount of HK$187,600,000. Pursuant to a sale and purchase agreement dated 16 January 2013 entered into between, among others, HWH and Greenwoods China Alpha Master Fund (“ Greenwoods ”), an independent third party, HWH has, on 16 January 2013, transferred part of its Convertible Bonds in the principal amount of HK$120,000,000 (“ Option Bonds ”) to Greenwoods and Greenwoods has granted a call option (“ Call Option ”) in favour of HWH to purchase all or part of the Option Bonds on the same day. The 31,266,667 underlying Shares comprise (i) 11,266,667 underlying Shares held by HWH as beneficial owner which fall to be issued to HWH upon full conversion of the Convertible Bonds; and (ii) 20,000,000 underlying Shares held by HWH as beneficial owner which Greenwoods is obliged to deliver to HWH upon exercise of the Call Option by HWH.

Mr. Fang is deemed to be interested in 282,194,745 Shares and 139,275,536 underlying Shares held by the other parties to an agreement under section 317 of the SFO. The 282,194,745 Shares comprise (i) 300,000 Shares held by Mr. Stephanus Maria van Ooijen (“ Mr. van Ooijen ”) as beneficial owner; (ii) 115,197,991 Shares held by Delco Participation B.V. (“ Delco ”) as beneficial owner; and (iii) 166,696,754 Shares held by Sims Metal Management Dragon Holdings Limited (“ Sims ”) as beneficial owner. The 139,275,536 underlying Shares comprise (i) 1,100,000 underlying Shares held by Mr. van Ooijen as beneficial owner; (ii) 52,100,000 underlying Shares held by Delco as beneficial owner which fall to be issued to Delco upon full conversion of the Convertible Bonds; (iii) 20,837,095 underlying Shares held by Sims as beneficial owner which Delco is obliged to deliver to Sims upon exercise of the Option by Sims; (iv) 52,600,000 underlying Shares held by Sims as beneficial owner which fall to be issued to Sims upon full conversion of the Convertible Bonds; and (v) 12,638,441 underlying Shares held by Sims as beneficial owner which fall to be issued to Sims upon full conversion of the Warrants held by it.

Save as disclosed above, Mr. Fang (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed companies in the last three years.

Save as disclosed above, Mr. Fang has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as a Director.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Mr. Gu Liyong

Mr. Gu Liyong（顧李勇）, aged 51, is an Executive Director and Vice President of the Group. He was appointed as an Executive Director on 28 August 2008. Mr. Gu serves as a member of the Executive Committee of the Company and he is also a Director of certain subsidiaries of the Group. He is primarily responsible for operational and financial activities and has over 28 years of experience in the industry. Mr. Gu graduated from Shanghai University of Technology（上海工業大學）in 1984 with a Bachelor’s degree in Engineering and majoring in steel making from the Department of Metallurgy. He worked at China Resources Reclamation Corp., East China Co.（中國物資再生利用總公司華東公司）, a company for recycling and trading ferrous metal (such as steel and iron) and non-ferrous metal (such as copper, aluminium, lead and tin) and plastic scrap in the East China region, for at least 10 years and started his career in the management and operation of domestic and international recycling business. He was a manager for the import and export department and an assistant to general manager in China Resources Reclamation Corp., East China Co., and was responsible for managing the procurement of metal scrap from overseas and reselling to their customers. Mr. Gu has extensive experience in the recycling of different resources, including metals and other scrap materials. Since he joined the Group in 1999, Mr. Gu has been responsible for the import and export businesses of the Group by utilising his professional knowledge in the recycling resources business.

Mr. Gu entered into a service contract with the Company on 24 June 2013 for a term of 3 years. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Gu received emoluments in a total sum of HK$951,148 for the year ended 31 December 2013. His emoluments were determined by the Board based on the recommendations of the Remuneration Committee and the Nomination Committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

As at the Latest Practicable Date, Mr. Gu was interested in 255,000 Shares and 782,500 underlying Shares in respect of share options granted to him under the Pre-IPO Share Option Scheme and Post-IPO Share Option Scheme.

Save as disclosed above, Mr. Gu (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed companies in the last three years.

Save as disclosed above, Mr. Gu has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as a Director.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Ms. Zhang Jingdong

Ms. Zhang Jingdong（章敬東）, aged 68, is an Independent Non-Executive Director. She joined the Group on 23 June 2010. Ms. Zhang is also a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. She was the vice-secretary-general of Financial Trust Association of Zhejiang Province（浙江省金融信托業 協會）before joining our Group and she served as chief, general manager and independent director and held various positions in various Chinese banking and corporate finance sectors including the People’s Bank of China Heilongjiang Branch （中國人民銀行黑龍江省分行）, Financial Intermediation Centre of Zhejiang Province （浙江省資金融通中心）, and office of Hangzhou Financial Supervision of People’s Bank of China Shanghai Branch（中國人民銀行 上海分行杭州金融監管辦公室）.

Ms. Zhang holds a master’s degree in Economic Management （經濟管理） from the Academy of Social Sciences of Hei Longjiang（黑龍江省社會科學院）.

Ms. Zhang entered into a service contract with the Company on 24 June 2013 for a term of 3 years. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. For the year ended 31 December 2013, Ms. Zhang received emoluments (in the form of director’s fee) in a total sum of HK$150,000. Her emoluments were determined by the Board based on the recommendations of the Remuneration Committee and the Nomination Committee of the Company, with reference to her duties and responsibilities with the Company and the market rate for her position.

As at the Latest Practicable Date, Ms. Zhang was interested in 180,000 underlying Shares in respect of share options granted to her under the Post-IPO Share Option Scheme.

Save as disclosed above, Ms. Zhang (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed companies in the last three years.

Save as disclosed above, Ms. Zhang has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to her re-election as a Director.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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CHIHO-TIANDE GROUP LIMITED 齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chiho-Tiande Group Limited (the “ Company ”) will be held at Level 2, 48 Wang Lok Street, Yuen Long Industrial Estate, Hong Kong on Wednesday, 14 May 2014 at 11:00 a.m. for the following purposes:

1. To review and approve the audited consolidated financial statements, the report of the directors of the Company and the report of the independent auditor of the Company for the year ended 31 December 2013.

2. To re-elect Mr. Fang Ankong as Executive Director of the Company.

3. To re-elect Mr. Gu Liyong as Executive Director of the Company.

4. To re-elect Ms. Zhang Jingdong as Independent Non-Executive Director of the Company.

5. To authorise the Board of Directors of the Company to fix the Directors’ remuneration.

6. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix its remuneration.

7. To consider and, if thought fit, pass with or without amendment(s), the following resolution (“ Resolution ”) as an ordinary resolution of the Company (“ Ordinary Resolution ”):

“ THAT :

• (a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (“ Shares ”) or securities convertible into Shares and to make or grant offers, agreements and options

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(including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this Resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grantor issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose 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 following the passing of this Resolution;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws;

• (iii) the revocation or variation of the authority given under this Resolution by an Ordinary Resolution of the shareholders of the Company in general meeting; and

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional

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entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendment(s) the following Resolution as an Ordinary Resolution:

“ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the Director during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the Shares to be repurchased 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 in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose 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 following the passing of this Resolution;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and

• (iii) the revocation or variation of the authority given under this Resolution by an Ordinary Resolution of the shareholders of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments the following Resolution as an Ordinary Resolution:

“ THAT subject to the passing of Ordinary Resolutions nos. 7 and 8 above, the general mandate granted to the Director pursuant to Ordinary Resolution no. 7 be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to

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Ordinary Resolution no. 8, provided that such extended amount shall not exceed 10% of the aggregate nominal value of share at the date of passing of the said Resolution.”

By Order of the Board Chiho-Tiande Group Limited Fang Ankong Chairman

Hong Kong, 9 April 2014

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong:

48 Wang Lok Street Yuen Long Industrial Estate Hong Kong

Notes:

• (1) A member entitled to attend and vote at the meeting is 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 may appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

• (3) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (4) The Register of Members will be closed from Monday, 12 May 2014 to Wednesday, 14 May 2014, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of the shareholders (the “ Shareholder ”) of the Company who are entitled to attend and vote at the Annual General Meeting, all duly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 9 May 2014.

• (5) Shareholders are advised to read the circular to the Shareholders dated 9 April 2014 which contains information concerning the Resolutions to be proposed in this notice.

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• (6) According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting of the Company must be taken by poll. Accordingly, the Chairman of the Annual General Meeting will exercise his power under the articles of association of the Company to demand a poll in relation to all proposed Resolutions at the Annual General Meeting.

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