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China City Infrastructure Group Limited Proxy Solicitation & Information Statement 2013

May 9, 2013

50541_rns_2013-05-09_ac5c2f81-7b3d-4ff3-bb62-488c64dd98e0.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 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2349)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the ‘‘EGM’’) of China Water Property Group Limited (the ‘‘Company’’) will be held at Suit 6208, 62nd Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, on Monday, 27 May 2013 at 10:30 a.m.. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

‘‘THAT:

  • (a) the grant of the 54,262,000 share options (the ‘‘Share Options’’) by the Company under the share option scheme of the Company adopted by resolution of all the shareholders of the Company on 3 June 2003 and amended by the Company on 24 June 2010 (the ‘‘Share Option Scheme’’) to Mr. Duan Chuan Liang (‘‘Mr. Duan’’) to subscribe 54,262,000 shares (the ‘‘Shares’’) of HK$0.10 each in the share capital of the Company at the subscription price of HK$0.598 per Share (subject to adjustments pursuant to the Share Option Scheme) subject to such conditions (if any) on the exercise of the Share Options as stipulated in the offer letter issued pursuant to the Share Option Scheme and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) any Director(s) be and are hereby authorised to do any act or things to sign, seal, execute and/or deliver any documents for and on behalf of the Company as he/she may in his/her opinion be necessary, desirable or expedient in connection with the grant of the Share Options to Mr. Duan and the transactions contemplated thereunder.’’

By Order of the Board China Water Property Group Limited Wang Wenxia

Vice Chairman and Chief Executive Officer

Hong Kong, 10 May 2013

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Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive Suite 6208, 62nd Floor P.O. Box 2681 Central Plaza Grand Cayman KY1-1111 18 Harbour Road Cayman Islands Wanchai Hong Kong

Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  2. A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

  3. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM, 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, and 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.

As at the date of this announcement, the Board comprises Ms. Wang Wenxia (Vice Chairman and Chief Executive Officer) and Mr. Ren Qian as executive Directors, Mr. Duan Chuan Liang (Chairman) and Mr. Zhou Kun as non-executive Directors and Mr. Chan Pok Hiu, Mr. Wong Chi Ming and Mr. Wang Jian as independent non-executive Directors.

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