China Harmony Auto Holding Limited — Proxy Solicitation & Information Statement 2024

Jun 3, 2024

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Harmony Auto Holding Limited, you should at once hand this supplemental circular, together with the enclosed supplemental form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 supplemental circular, 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 supplemental circular.

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China Harmony Auto Holding Limited 中國和諧汽車控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03836)

SUPPLEMENTAL CIRCULAR FOR PROPOSED FINAL DIVIDEND, CLOSURE OF REGISTER OF MEMBERS AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular and the notice of annual general meeting of China Harmony Auto Holding Limited (the “ Company ”) dated 27 May 2024.

Capitalised terms used in this cover page of this supplemental circular shall have the same meanings as those defined in the section headed “Definitions” of this supplemental circular. A supplemental notice convening the Annual General Meeting of the Company to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 18 June 2024 at 10:00 a.m. is set out on pages 10 to 12 of this supplemental circular. A supplemental form of proxy for use at the Annual General Meeting is also enclosed. Such supplemental form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hexieauto.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed supplemental form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, 16 June 2024) or any adjournment thereof. Completion and return of the supplemental form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) if they so wish and in such event, the supplemental form of proxy shall be deemed to be revoked. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury Shares, if any, shall abstain from voting at the Company’s general meeting.

• References to time and dates in this supplemental circular are to Hong Kong time and dates.

3 June 2024

CONTENTS

		Page
Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Finial Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Supplemental Notice of AGM And Supplemental Form of Proxy . . . . . . . . . . .	7
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Supplemental Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10

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DEFINITION

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

• “Annual General Meeting” or

• “AGM”

• the annual general meeting of the Company to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 18 June 2024, at 10:00 a.m., to consider and, if appropriate, to approve the supplemental resolution contained in the supplemental notice of the annual general meeting which is set out on pages 10 to 12 of this supplemental circular, or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company currently in force

• “Board”

• the board of Directors

• “Cayman Companies Act” Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “China” or “PRC” the People’s Republic of China and for the purpose of this supplemental circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• “Company” China Harmony Auto Holding Limited (stock code: 3836), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 24 September 2012, the Shares of which are listed on the Main Board of the Stock Exchange on 13 June 2013

• “Director(s)” the director(s) of the Company

• “Final Dividend”

• the proposed final dividend of HK$0.037 per Share for the year ended 31 December 2023 payable to Shareholders whose names appear on the Register on the Record Date

• “Group” the Company and all of its subsidiaries

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DEFINITION

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

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 29 May 2024, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information in this supplemental circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

• “Original Circular” the circular of the Company dated 27 May 2024

• “Original Notice of AGM” the notice of the Annual General Meeting dated 27 May 2024

• “Original Proxy Form” the form of proxy for use at the AGM accompanying the Original Circular and the Original Notice of AGM and published on the websites of the Company and the Stock Exchange on 27 May 2024

• “Record Date” 28 June 2024, being the records date for determination of entitlement to the Final Dividend

• “Register” the register of members of the Company

• “RMB” Renminbi, the lawful currency of the PRC

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

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DEFINITION

• “Share(s)”

ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

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

• “Supplemental Form of Proxy”

• the supplemental form of proxy use at the AGM accompanying this supplemental circular and the Supplemental Notice of AGM and published on the websites of the Company and the Stock Exchange on 3 June 2024

• “Supplemental Notice of AGM”

• the supplemental notice of AGM dated 3 June 2024, which is set out on pages 10 to 12 of this supplemental circular, supplementing and amending the Original Notice of AGM

• “Takeovers Code”

• The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time

• “treasury Shares” has the meaning ascribed to it under the Listing Rules which will come into effect on 11 June 2024

• “%” per cent

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LETTER FROM THE BOARD

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China Harmony Auto Holding Limited 中國和諧汽車控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 03836)

Executive Directors:

Mr. FENG Changge (Chairman)

Mr. FENG Shaolun (Deputy-president) Mr. LIU Fenglei (President) Ms. MA Lintao (Vice-president) Mr. CHENG Junqiang (Vice-president)

Registered Office: Third Floor, Century Yard Cricket Square P.O. Box 902 Grand Cayman, KY1-1103 Cayman Islands

Independent Non-executive Directors: Mr. WANG Nengguang Mr. LAU Kwok Fan Mr. SUNG Ka Woon

Principal Place of Business and Headquarter in the PRC: 15A, Tower A, World Trade Center Building Shangwuneihuan Road CBD Zhengdong New District Zhengzhou, Henan Province PRC

Principal Place of Business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

3 June 2024

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR FOR PROPOSED FINAL DIVIDEND, CLOSURE OF REGISTER OF MEMBERS AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this supplemental circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

2. PROPOSED FINAL DIVIDEND

As stated in the annual results announcement for the year ended 31 December 2023 published by the Company on 28 March 2024 and the 2023 annual report of the Company relating to the proposed declaration and payment of the Final Dividend out of share premium account of the Group for the year ended 31 December 2023, the Board recommended the payment of the Final Dividend of HK$0.037 per Share for the year ended 31 December 2023 subject to the Shareholders’ approval at the Annual General Meeting and a supplemental resolution number 7 will be put to the Shareholders for voting at the Annual General Meeting.

As at the Latest Practicable Date, the Company has 1,524,725,177 Shares in issue. Based on the number of issued Shares as at the date of the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of approximately HK$56.4 million. The Final Dividend is intended to be paid out of the Share Premium Account pursuant to Article 134 of the Articles of Association and in accordance with the Cayman Companies Act.

Conditions of the Payment of the Final Dividend out of the Share Premium Account

The payment of the Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders declaring and approving the payment the Final Dividend out of the Share Premium Account pursuant to Article 134 of the Articles of Association at the Annual General Meeting;

• (b) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Final Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business; and

• (c) the Company having complied with all requirements under the laws of the Cayman Islands and the Listing Rules regarding the payment of Final Dividend out of the Share Premium Account.

The conditions cannot be waived. If the conditions are not satisfied, the Final Dividend will not be paid.

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LETTER FROM THE BOARD

Reasons for and Effect of the Payment of the Final Dividend out of the Share Premium Account

As disclosed in the 2023 annual report of the Company, the net loss recorded for the year ended 31 December 2023 is mainly due to the non-recurring losses, which are primarily not arisen from the ordinary course of business of the Group. While the Group incurred a cash flow generated from its operating activities during the year ended 31 December 2023, the Board believes that the core business and operation of the Group will experience a new growth amid the economic recovery in 2024. The Final Dividend reflects the full confidence of the Board in the Group’s business strategy and capabilities.

The Board considers that it is appropriate to distribute the Final Dividend in recognition of Shareholders’ support. After taking into account a number of factors including the cash flow and financial condition of the Group, the Board considers it is appropriate and proposes that the Final Dividend be paid out of the Share Premium Account in accordance with Article 134 of the Articles of Association and the Cayman Companies Act. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole. The Board believes that the payment of the Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorized or issued share capital of the Company or reduction in the nominal or par value of the Shares or result in any change in the trading arrangements in respect of the Shares.

Subject to the passing of the relevant resolution by the Shareholders at the Annual General Meeting, Shareholders whose names appear on the Register on the Record Date, i.e. Friday, 28 June 2024, will be entitled to the Final Dividend. Payment of such Final Dividend in Hong Kong dollars is expected to be made to the Shareholders on or before Friday, 9 August 2024.

3. CLOSURE OF REGISTER OF MEMBERS

The Register will be closed from Thursday, 13 June 2024 to Tuesday, 18 June 2024 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting, during which period no transfer of Shares will be effected.

Shareholders are reminded that in order to be eligible to attend and vote at the Annual General Meeting, all transfers of Shares must be duly completed, accompanied by the relevant share certificates and lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 12 June 2024.

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LETTER FROM THE BOARD

The Register will be closed from Tuesday, 25 June 2024 to Friday, 28 June 2024 (both days inclusive) for the purpose of determining the entitlement of the Shareholders to the Final Dividend, during which period no transfer of Shares will be effected.

In order to be qualified for the Final Dividend, all transfers of Shares must be duly completed, accompanied by the relevant share certificates and lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, 24 June 2024.

4. SUPPLEMENTAL NOTICE OF AGM AND SUPPLEMENTAL FORM OF PROXY

Since the Original Notice of AGM and the Original Proxy Form sent together with the Original Circular do not contain the proposed resolution in relation to the declaration of a final dividend as set out in this supplemental circular (the “ Proposed Supplemental Resolution ”), the Supplemental Notice of AGM set out on pages 10 to 12 of this supplemental circular and the Supplemental Form of Proxy are despatched to the Shareholders to include the Proposed Supplemental Resolution.

There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders are required to abstain from voting at the Annual General Meeting. Separately, holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders’ approval at the Company’s general meetings.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A Supplemental Form of Proxy for use at the Annual General Meeting is enclosed with this Supplemental Circular, and the Supplemental Notice of AGM and Supplemental Form of Proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hexieauto.com).

To be valid, the Supplemental Form of Proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited (“ Tricor ”) at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as

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LETTER FROM THE BOARD

possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, 16 June 2024) (the “ Closing Time ”) or any adjournment thereof. Completion and delivery of the Supplemental Form of Proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, the Supplemental Form of Proxy shall be deemed to be revoked.

A Shareholder who has not yet lodged the Original Proxy Form published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hexieauto.com) on Monday, 27 May 2024 with Tricor is requested to lodge this Supplemental Form of Proxy if he/she wishes to appoint proxy(ies) to attend the AGM on his/her behalf. In such case, the Original Proxy Form should not be lodged with Tricor.

A Shareholder who has already lodged the Original Proxy Form with Tricor should note that:

• (i) if no Supplemental Form of Proxy is lodged with Tricor, the Original Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on all the proposed resolutions set out in the Original Notice of AGM as supplemented and amended by the Supplemental Notice of AGM except for those resolutions to which the Shareholder has indicated his/her voting direction in the Original Proxy Form;

• (ii) if the Supplemental Form of Proxy is lodged with Tricor before the Closing Time, the Supplemental Form of Proxy, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Supplemental Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder; and

• (iii) if the Supplemental Form of Proxy is lodged with Tricor after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Supplemental Form of Proxy will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in sub-paragraph (i) above as if no Supplemental Form of Proxy was lodged with Tricor. Accordingly, Shareholders are advised to complete this Supplemental Form of Proxy carefully and lodge this Supplemental Form of Proxy with Tricor before the Closing Time.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

6. RECOMMENDATION

The Directors consider that the proposed resolutions set out in the Original Notice of AGM Notice and the Supplemental Notice of AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

China Harmony Auto Holding Limited FENG Changge

Chairman and Executive Director

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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China Harmony Auto Holding Limited 中國和諧汽車控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03836)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of Annual General Meting (the “ AGM ”) of China Harmony Auto Holding Limited (the “ Company ”) dated 27 May 2024 (the “ Original Notice of AGM ”) which set out details of the resolutions to be considered by the shareholders of the Company at the AGM to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 18 June 2024 at 10:00 a.m. This supplemental notice should be read together with the Original Notice of AGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM will be held as originally scheduled. In addition, the proposed resolutions under items numbered 1 to 6 set out in the Original Notice of AGM, and to consider and, if thought fit, pass the following proposed supplemental resolution under item number 7:

ORDINARY RESOLUTION

1. To declare a final dividend of HK$0.037 per share for the year ended 31 December 2023.

By Order of the Board

China Harmony Auto Holding Limited

FENG Changge

Chairman and Executive Director

Zhengzhou, PRC

• 3 June 2024

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A supplemental form of proxy (the “ Supplemental Form of Proxy ”) containing the new resolution number 7 has been enclosed with the Supplemental Circular dated 3 June 2024. Please refer to the section headed “ SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING ” of the Supplemental Circular for arrangements on the completion and submission of the Supplemental Form of Proxy.

2. Save for the above supplemental resolution, there are no other changes to the resolutions set out in the Original Notice of AGM. Please refer to the Original Notice of AGM for details of the other resolutions to be considered at the 2024 AGM, closure of register of members, eligibility for attending the AGM, registration procedures for attending the AGM, appointment of proxy and other relevant matters.

3. Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed Supplemental Form of Proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited (“ Tricor ”), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the above meeting (i.e. not later than 10:00 a.m. on Sunday, 16 June 2024) (the “ Closing Time ”) or any adjournment thereof before the time appointed for the holding of the AGM or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. A Shareholder who has not yet lodged the form of proxy published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hexieauto.com) on Monday, 27 May 2024 (the “ Original Proxy Form ”) with Tricor is requested to lodge this Supplemental Form of Proxy if he/she wishes to appoint proxy(ies) to attend the AGM on his/her behalf. In such case, the Original Proxy Form should not be lodged with Tricor.

5. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at this meeting. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

6. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy/more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.

7. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Thursday, 13 June 2024, to Tuesday, 18 June 2024 (both days inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the annual general meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 12 June 2024.

For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the annual general meeting), the Register of Members of the Company will be closed from Tuesday, 25 June 2024, to Friday, 28 June 2024, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 24 June 2024.

– 11 –

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

In the event that the meeting is adjourned to a date later than Tuesday, 18 June 2024 due to bad weather conditions or other reasons, the period of closure of the Register of Members of the Company for determination of shareholders’ entitlement to attend and vote at the above meeting will remain the same as stated above.

1. A Shareholder who has already lodged the Original Proxy Form with Tricor should note that:

2. (i) if no Supplemental Form of Proxy is lodged with Tricor, the Original Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on all the proposed resolutions set out in the Original Notice of AGM as supplemented and amended by the Supplemental Notice of AGM except for those resolutions to which the Shareholder has indicated his/her voting direction in the Original Proxy Form;

3. (ii) if the Supplemental Form of Proxy is lodged with Tricor before the Closing Time, the Supplemental Form of Proxy, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Supplemental Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder; and

4. (iii) if the Supplemental Form of Proxy is lodged with Tricor after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Supplemental Form of Proxy will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in sub-paragraph (i) above as if no Supplemental Form of Proxy was lodged with Tricor. Accordingly, Shareholders are advised to complete this Supplemental Form of Proxy carefully and lodge the Supplemental Form of Proxy with Tricor before the Closing Time.

5. References to dates and time in this supplemental notice are to Hong Kong dates and time.

6. The Chinese translation of this supplemental notice is for reference only and in case of any inconsistency, the English version shall prevail.

As at the date of this supplemental notice, the executive Directors of the Company are Mr. FENG Changge, Mr. FENG Shaolun, Mr. LIU Fenglei, Ms. MA Lintao and Mr. CHENG Junqiang; and the independent non-executive Directors of the Company are Mr. WANG Nengguang, Mr. LAU Kwok Fan and Mr. SUNG Ka Woon.

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