CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED - AGM Information 2016

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 to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in China Jiuhao Health Industry Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES (3) REFRESHMENT OF THE OPTION SCHEME LIMIT (4) NOTICE OF ANNUAL GENERAL MEETING

A notice of the AGM to be held at 2:30 p.m., on Friday, 22 April 2016 at Tianshan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong is set out on pages 19 to 23 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed. If you do not intend to attend the AGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

21 March 2016

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held at 2:30 p.m., Hong Kong on Friday, 22 April 2016, Tianshan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong, or any adjournment thereof (or as the case may be)

“AGM Notice”
the notice convening the AGM dated 21 March 2016 which is set out on pages 19 to 23 of this circular
“Articles” the articles of association of the Company
“Board” the board of Directors
“Company” China Jiuhao Health Industry Corporation Limited, a company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on the main board of the Stock Exchange
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Issue Mandate”
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new Shares of the Company not exceeding 20% of the number of the issued Shares of the Company as at the date of passing of the ordinary resolution in relation thereto
“Latest Practicable Date”
17 March 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Option Scheme Limit”	the maximum number of Shares which may be issued upon
	exercise of all options that may be granted under Share
	Option Scheme
“Repurchase Mandate”	the general and unconditional mandate proposed to be granted
	to the Directors at the AGM to exercise the powers of the
	Company to repurchase fully paid up Shares of the Company
	of up to 10% of the number of the issued Shares of the
	Company as at the date of passing of the ordinary resolution
	in relation thereto
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended from time to time
“Share(s)”	the ordinary share(s) of HK$0.02 each in the shares of the
	Company
“Share Option”	the option to subscribe for Shares of the Company granted
	under Share Option Scheme
“Share Option Scheme”	the share option scheme adopted by the Company in 2012
“Shareholder(s)”	the holder(s) of the Share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

Directors:

Mr. WANG Zhongjun[1] (Chairman)

Mr. LAU Seng Yee[1] (Vice Chairman)
Mr. WANG Zhonglei[1 ]
Mr. LIN Haifeng[1 ]
Ms. WANG Dongmei[1 ]

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

Mr. YUEN Hoi Po[1]
Dr. WONG Yau Kar, David, BBS, JP[2]
Mr. YUEN Kin[2 ]
Mr. CHU Yuguo[2]
1 Executive Director
2 Independent Non-executive Director

Principal place of business in Hong Kong: Suite 3503, 35/F Tower Two, Lippo Centre 89 Queensway Hong Kong

21 March 2016

To the Shareholders

Dear Sir/Madam,

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

(3) REFRESHMENT OF THE OPTION SCHEME LIMIT

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of AGM and provide you with information regarding certain ordinary resolutions to be proposed at the AGM and enable you to make decisions on whether to vote for or against those resolutions.

– 3 –

LETTER FROM THE BOARD

At the AGM, ordinary resolutions, amongst others, will be proposed for the Company to approve the re-election of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate and refreshment of the Option Scheme Limit.

(1) RE-ELECTION OF DIRECTORS

Pursuant to Articles 86(3) of the Articles, Mr. WANG Zhongjun, Mr. LAU Seng Yee, Mr. WANG Zhonglei, Mr. LIN Haifeng and Ms. WANG Dongmei, being the newly appointed directors, shall hold office until the AGM and, being eligible, offer themselves for re-election.

The Nomination Committee of the Company has made a recommendation to the Board that Mr. YUEN Hoi Po, Mr. YUEN Kin and Mr. CHU Yuguo will retire at the AGM and, being eligible, will offer themselves for re-election pursuant to Article 87(1) of the Articles.

Mr. YUEN Kin has been appointed as an Independent Non-executive Director for more than 9 years as at the Latest Practicable Date. Pursuant to Code Provision A.4.3 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Listing Rules, his further appointment should be subject to a separate resolution to be approved by the Shareholders.

Mr. YUEN Kin has confirmed that he had met the independence criteria set out in Rule 3.13 of the Listing Rules and has provided an annual written confirmation of his independence to the Company. As Mr. YUEN Kin has not taken any management role in the Group nor in any relationships with any Director, senior management, substantial or controlling Shareholders of the Company, the Nomination Committee believes that there is no any circumstances which would interfere Mr. YUEN Kin to exercise his independent judgement and he can continue to demonstrate his ability to provide a balanced and independent view beneficial to the Company and Shareholders as a whole notwithstanding the length of his service.

– 4 –

LETTER FROM THE BOARD

Biographies of retiring directors offering for re-election at the AGM are as follows:

EXECUTIVE DIRECTORS

Mr. WANG Zhongjun

Director since February 2016

Mr. WANG Zhongjun, aged 55, currently serves as the Chairman of the Board, Chief Executive Officer and Executive Director of the Company. He is the Chairman of Nomination Committee, Corporate Governance Committee, Executive Committee and Strategy Committee as well as a member of Remuneration Committee. He received a Master of Mass Media from the State University of New York, USA. Mr. WANG had worked as a press-photographer for the Press of China Administration of Goods and Materials, a manager of the advertising department of China Yongle Cultural Development Co., Ltd., the general manager of Beijing Huayi Brothers Advertising Co., Ltd., and the chairman of Beijing Huayi Brothers Film Investment Co., Ltd. He has been serving as the chairman and director of Huayi Brothers Media Corporation, a substantial shareholder of the Company and a company listed on the Shenzhen Stock Exchange (SZSE: 300027) (“Huayi Brothers Media Corporation”). He had served as the vice-chairman and a director of Ourpalm Co., Ltd, a company listed on the Shenzhen Stock Exchange (SZSE: 300315) and resigned in October 2013. Mr. WANG is the brother of Mr. WANG Zhonglei.

As at the Latest Practicable Date, Mr. WANG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. WANG has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Article of Association of the Company. The remuneration payable to Mr. WANG was determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Mr. WANG.

Save as disclosed above, Mr. WANG (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. WANG that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. WANG.

– 5 –

LETTER FROM THE BOARD

Mr. LAU Seng Yee

Director since February 2016

Mr. LAU Seng Yee, aged 49, currently serves as the Vice Chairman of the Board and Executive Director of the Company. He is a member of Executive Committee and Strategy Committee. Mr. LAU joined Tencent Holdings Limited, a substantial shareholder of the Company and a company listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 700) (“Tencent Holdings Limited”), in 2006 and oversees Tencent Online Media Group (“OMG”) which includes Tencent Media, Tencent Video, Tencent Weibo, Tencent Weishi and a diversity of mobile media products such as Tencent News and Tencent Portfolio. His main mission is to build OMG into a world-class media company. As a seasoned professional with more than 20 years of experience in the media and marketing industry, Mr. LAU is an actively sought-after industry opinion leader in the area of digital economy, internet trends, and digital marketing. In addition to regular appearances at various global signature media events such as BoAo Forum for Asia, Mr. LAU also speaks at multiple executives programs of Harvard Business School, Stanford University and Oxford University. In 2015, Mr. LAU was appointed as an Adjunct Professor in the prestigious Fudan University in China.

In 2011, Mr. LAU was honoured globally as “The World’s 21 Most Influential People in Marketing and Media” by New York based Advertising Age. In 2015, Mr. LAU received another global award when he was announced as “Media Person of the Year” by Cannes Lion Festival of Creativity in France, making him the first recipient from China that received such recognition. In 2014, Mr. LAU has been appointed an Honorary Ambassador to the City of Brisbane, Australia to recognize his contribution as, in the words of Brisbane’s Lord Mayor, “a world leading global entrepreneur.” In 2015, Mr. LAU was handpicked as a member of the Harvard Business School’s Asia-Pacific Advisory Board (APAB).

Mr. LAU is currently an employee of a wholly-owned subsidiary of Tencent Holdings Limited (a substantial shareholder of the Company).

As at the Latest Practicable Date, Mr. LAU does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. LAU has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Article of Association of the Company. The remuneration payable to Mr. LAU was determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Mr. LAU.

– 6 –

LETTER FROM THE BOARD

Save as disclosed above, Mr. LAU (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. LAU that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the reelection of Mr. LAU.

Mr. WANG Zhonglei

Director since February 2016

Mr. WANG Zhonglei, aged 45, currently serves as the Executive Director and director of several subsidiaries of the Company. He received a college degree from Beijing Youth Politics College. Mr. WANG had served for China Mechanical and Electrical Equipment Corporation, and worked as the chief executive officer of Beijing Huayi Exhibition & Advertising Company, the vice-general manager of Beijing Huayi Brothers Advertising Co., Ltd. and the general manager of Beijing Huayi Brothers Film Investment Co., Ltd. He has been serving as the vice-chairman and general manager of Huayi Brothers Media Corporation (a substantial shareholder of the Company) and as a non-executive director of Guru Online (Holdings) Limited, a company listed on the GEM Board of the Hong Kong Stock Exchange (Stock Code: 8121). Mr. WANG is also serving as a director of Huayi Brothers International Limited, a wholly-owned subsidiary of Huayi Brothers Media Corporation (a substantial shareholder of the Company). Mr. WANG is the brother of Mr. WANG Zhongjun.

As at the Latest Practicable Date, Mr. WANG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

– 7 –

LETTER FROM THE BOARD

Mr. LIN Haifeng

Director since February 2016

Mr. LIN Haifeng, aged 39, currently serves as the Executive Director and director of several subsidiaries of the Company. He received a Bachelor of Engineering from Zhejiang University and an MBA from the Wharton School of the University of Pennsylvania. Mr. LIN is serving as the general manager of the merger and acquisitions department of Tencent Holdings Limited (a substantial shareholder of the Company) and he has strong experience in investment, strategy and finance for 13 years. Since joining Tencent Holdings Limited in 2010, Mr. LIN has led investment initiatives in e-commerce, internet finance, media and content areas, solidifying Tencent Holdings Limited’s endeavor in building a healthy ecosystem. Prior to joining Tencent Holdings Limited, Mr. LIN held various senior positions in finance, strategy, and operating management at Microsoft and Nokia.

Mr. LIN is currently an employee of a wholly-owned subsidiary of Tencent Holdings Limited (a substantial shareholder of the Company).

As at the Latest Practicable Date, Mr. LIN does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. LIN entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Articles of Association of the Company. The remuneration payable to Mr. LIN will be determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Mr. LIN.

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LETTER FROM THE BOARD

Save as disclosed above, Mr. LIN (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. LIN that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. LIN.

Ms. WANG Dongmei

Director since February 2016

Ms. WANG Dongmei, aged 39, currently serves as the Executive Director of the Company. She holds a Master of Laws from China University of Political Science and Law. Ms. WANG Dongmei had worked as a paralegal in Duebound Law Firm, the legal counsellor of TOM Group International Limited Beijing Office and the legal manager of Eastdawn Digital Technology Co., Ltd. She is currently serving as the legal director of Huayi Brothers Media Corporation (a substantial shareholder of the Company).

As at the Latest Practicable Date, Ms. WANG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Ms. WANG entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Articles of Association of the Company. The remuneration payable to Ms. WANG will be determined and approved by the Remuneration Committee of the Company with reference to her duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Ms. WANG.

Save as disclosed above, Ms. WANG (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Ms. WANG that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Ms. WANG.

– 9 –

LETTER FROM THE BOARD

Mr. YUEN Hoi Po

Director since 2010

Mr. YUEN Hoi Po, aged 53, currently serves as the Executive Director of the Company. Mr. YUEN is the sole member and the sole director of Smart Concept Enterprise Limited which is a substantial shareholder of the Company pursuant to Part XV of the Securities and Futures Ordinance and a director of several subsidiaries of the Company. Mr. YUEN currently serves as a member of the standing committee of the Beijing Youth Federation. Mr. YUEN has acquired extensive experiences in the commercial sector when he engaged in businesses, including trading, real estates, tourism and services, since 1990. Given his outstanding records in the commercial field and strong personal influence over the society, Mr. YUEN has been nominated as the members of the Beijing Youth Federation and its standing committee for many years.

Mr. YUEN Hoi Po is a cousin of Mr. WANG Le who is the senior management of the Company.

As at the Latest Practicable Date, Mr. YUEN, under Part XV of the SFO, deemed to have interest in 1,976,492,607 Shares. These Shares are held by his wholly-owned companies namely, Ming Bang Limited, Rich Public Limited and Smart Concept Enterprise Limited.

Mr. YUEN has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Article of Association of the Company. The remuneration payable to Mr. YUEN was determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument has been proposed for Mr. YUEN.

Save as disclosed above, Mr. YUEN (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. YUEN that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. YUEN.

– 10 –

LETTER FROM THE BOARD

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. YUEN Kin

Director since 2004

Mr. YUEN Kin, aged 61, currently serves as the Independent Non-executive Director of the Company. He is the Chairman of Audit Committee of the Company and a member of Remuneration Committee and Corporate Governance Committee. Mr. YUEN holds a Master of Business Administration degree from the University of Toronto, Canada. He is a Chartered Accountant in Canada, a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

As at the Latest Practicable Date, Mr. YUEN does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. YUEN has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Article of Association of the Company. The remuneration payable to Mr. YUEN was recommended by Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions and then determined and approved by the Board. Mr. YUEN currently receives a basic salary of HK$200,000 per annum.

– 11 –

LETTER FROM THE BOARD

Mr. CHU Yuguo

Director since 2012

Mr. CHU Yuguo, aged 50, currently serves as the Independent Non-executive Director of the Company. He is a member of Audit Committee, Nomination Committee and Corporate Governance Committee. Mr. CHU is a PhD fellowship of Peking University. He was a lecturer of the Department of Computer Science & Technology of Peking University, deputy head and head of office of admission of Peking University Office of Educational Administration, head of asset management office of Peking University, and the chairman and general manager of Peking University Science Park. He is a director of Beida Jade Bird; a director of Beijing Science Park Culture Education Development Co., Ltd; the chairman of Beida Jade Bird Culture and Education Group and the vice president of Institute of Examinations, Peking University.

As at the Latest Practicable Date, Mr. CHU, under Part XV of the SFO, deemed to have interest in 2,000,000 shares of the Company.

Mr. CHU has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting pursuant to the Memorandum and Article of Association of the Company. The remuneration payable to Mr. CHU was recommended by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions and then determined and approved by the Board. Mr. CHU currently receives a basic salary of HK$200,000 per annum.

Save as disclosed above, Mr. CHU (i) has not held any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) does not hold other positions in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; (iv) does not have any interest in the listed securities of the Company within the meaning of Part XV of SFO; and (v) there is no information relating to Mr. CHU that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of Mr. CHU.

– 12 –

LETTER FROM THE BOARD

(2) GENERAL MANDATE TO ISSUE SHARES

It will be proposed at the AGM, ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice for granting to the Directors a general mandate to allot, issue and deal with new Shares of the Company not exceeding 20% of the number of the issued Shares of the Company as at the date of passing of the ordinary resolution no. 4(A) in the AGM Notice and adding to such general mandate so granted to the Directors any Shares of the Company representing the number of Shares of the Company repurchased by the Company after the granting of the general mandate to repurchase Shares of the Company up to 10% of the number of the issued Shares of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice. Such general mandate to allot, issue and deal with new Shares of the Company shall be exercisable during the period from the passing of the ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or
(iii) the date on which the authority set out in such ordinary resolutions are revoked or varied by an ordinary resolution of the Shareholders in general meeting.

As at the Latest Practicable Date, the number of Shares of the Company was 13,498,106,577 Shares. Subject to passing of the ordinary resolution no. 4(A) in the AGM Notice and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed to allot, issue and deal with a maximum of 2,699,621,315 Shares representing not more than 20% of the number of the issued Shares of the Company as at the Latest Practicable Date.

(3) GENERAL MANDATE TO REPURCHASE SHARES

It will also be proposed at the AGM the ordinary resolution no. 4(B) in the AGM Notice for granting to the Directors the power to exercise the powers of the Company to repurchase Shares of the Company up to 10% of the number of the issued Shares of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice.

The following is an explanatory statement as required to be sent to the Shareholders under the Share Repurchase rules to provide requisite information to the Shareholders for consideration of the ordinary resolution no. 4(B) in the AGM Notice in respect of the Repurchase Mandate.

– 13 –

LETTER FROM THE BOARD

TOTAL NUMBER OF THE SHARES FOR SHARES REPURCHASE

As at the Latest Practicable Date, the number of the issued Shares of the Company was 13,498,106,577 Shares. Subject to the passing of the ordinary resolution no. 4(B) in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,349,810,657 Shares, representing not more than 10% of the number of the issued Shares of the Company during the period from the passing of the ordinary resolution no. 4(B) in the AGM Notice until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or
(iii) the date on which the authority set out in such ordinary resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

Reasons for Shares Repurchase

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

Funding of Repurchases

Repurchases must be made out of funds which are legally available for such purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. It is envisaged that the funds required for any repurchases would be derived from the distributable profits of the Company.

– 14 –

LETTER FROM THE BOARD

The Directors consider that there might be a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in the audited accounts of the Company as contained in its annual report for the year ended 31 December 2015) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchased 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 or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company.

Share Prices

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Price Per	Share
	Highest	Lowest
	HK$	HK$
2015
April	suspended	suspended
May	1.182	0.788
June	1.773	0.842
July	1.648	0.896
August	suspended	suspended
September	0.940	0.546
October	0.610	0.580
November	0.750	0.640
December	1.700	0.660
2016
January	1.060	0.780
February	1.170	0.770
March (up to the Latest Practicable Date)	1.170	0.930

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 and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

– 15 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries, nor has undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

Share Repurchases made by the Company

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

(4) REFRESHMENT OF THE OPTION SCHEME LIMIT

The Board proposes to seek the approval of the Shareholders to refresh the Option Scheme Limit. Under the current limit of the Share Option Scheme, the Directors were authorised to grant options to subscribe for up to 469,740,401 Shares, representing 10% of the issued share capital of the Company as at the date of the annual general meeting of the Company held on 16 May 2014 at which the Option Scheme Limit was refreshed. As at the Latest Practicable Date, apart from the Share Option Scheme, the Company had no other share option scheme in force, and there is no outstanding option under the Share Option Scheme. If the refreshment of the Option Scheme Limit is approved at the AGM, the options which may be granted under the refreshed General Scheme Limit will not exceed 30% of the Shares in issue.

The Directors consider that the Company should refresh the Option Scheme Limit so that the Company could have more flexibility to provide incentives to the eligible participants of the Share Option Scheme by way of granting share options to them to strive for the future development and success of the Group. The Directors further consider that the refreshment of the Option Scheme Limit is in the interests of the Group and the Shareholders as a whole because it enables the Company to reward appropriately and motivate the eligible participants under the Share Option Scheme. At the AGM, an ordinary resolution will be proposed to the Shareholders to approve the proposed refreshment of the Option Scheme Limit. Based on 13,498,106,577 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued and no share options are being granted prior to the AGM, upon the approval of the refreshment of the 10% scheme mandate limit of the Share Option Scheme, the Director will be authorised to issue options to subscribe for a total of 1,349,810,657 Shares, representing 10% of the total number of Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The refreshment of the Share Option Scheme Limit is conditional upon:

(a) the passing of an ordinary resolution to approve the refreshment of the Option Scheme Limit by the Shareholders at the AGM; and
(b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Share Options under Share Option Scheme that may be granted under the refreshed Option Scheme Limit up to 10% of the Shares in issue as at the date of passing the relevant ordinary resolution (i.e. the date of the AGM).

Application will be made by the Company to the Stock Exchange for the grant of the listing of, and permission to deal in, any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Share Options that may be granted under the refreshed Option Scheme Limit (i.e. up to 10% of the Shares in issue as at the date of passing the relevant ordinary resolution).

(5) VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at the general meetings must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted or by a show of hands. The chairman of the meeting will demand a poll for every resolution put to the vote at the AGM.

(6) RESPONSIBILITY STATEMENT

This 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 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 circular misleading.

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LETTER FROM THE BOARD

(7) RECOMMENDATION

The Directors consider that the proposal for re-election of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate and refreshment of the Option Scheme Limit are all in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all the Shareholders to vote in favour of the resolutions as set out in the AGM Notice.

Yours faithfully,

For and on behalf of

China Jiuhao Health Industry Corporation Limited WANG Zhongjun Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

NOTICE IS HEREBY GIVEN that the annual general meeting of China Jiuhao Health Industry Corporation Limited (“Company”) will be held at 2:30 p.m., Hong Kong on Friday, 22 April 2016 at Tianshan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong for the following businesses:

To receive and consider the report of the directors of the Company (“Directors”), audited financial statements and auditor’s report for the year ended 31 December 2015.
2 (a) To re-elect Mr. WANG Zhongjun as an Executive Director;
(b) To re-elect Mr. LAU Seng Yee as an Executive Director;
(c) To re-elect Mr. Mr. WANG Zhonglei as an Executive Director;
(d) To re-elect Mr. LIN Haifeng as an Executive Director;
(e) To re-elect Ms. WANG Dongmei as an Executive Director;
(f) To re-elect Mr. YUEN Hoi Po as an Executive Director;
(g) To re-elect Mr. YUEN Kin (who has served as an Independent Non-executive Director for more than 9 years) as an Independent Non-executive Director;
(h) To re-elect Mr. CHU Yuguo as an Independent Non-executive Director; and
(i) To authorise the board of directors to fix the remuneration of the Directors.
To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions of the Company:

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NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

(A) “ THAT:

(a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (“Directors”) to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (“Shares”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the Relevant Period (as hereinafter defined).
(b) the aggregate number of Shares to be allotted, issued and dealt with pursuant to the general mandate granted herein, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares upon the exercise of subscription rights or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or (iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company (“Articles”), shall not exceed 20% of the number of the issued Shares of the Company as at the date of 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 earliest of:

(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles and the applicable laws of Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“ Rights Issue ” means an offer of Shares, options, warrants, bonds, debentures, notes or other securities giving the right to subscribe for or convertible into Shares, open for a period fixed by the Directors to the holders of Shares, or any class of shares or other securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of such other class of shares or other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other class of shares or other securities of the Company) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

(B) “ THAT:

(a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the number of the issued Shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company and the applicable laws of Cayman Islands to be held; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
(C) “ THAT subject to the passing of Ordinary Resolutions nos.4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (“Shares”) pursuant to the Ordinary Resolution no.4(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of Shares of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution no.4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares of the Company as at the date of passing of this Resolution.”
(D) “ THAT the option scheme limit in respect of the granting of share options to subscribe for shares of the Company be refreshed and renewed provided that the total number of shares which may be allotted and issued pursuant to the grant or exercise of the share options (excluding share options previously granted, outstanding, cancelled, lapsed or exercised under all of the schemes of the Company) shall not exceed 10% of the shares of the Company in issue as at the date of passing of this resolution (the “Refreshed Limit”) and subject to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of and permission to deal in such number of shares to be issued pursuant to the exercise of the share options granted under the Refreshed Limit and compliance with the Rules Governing the Listing of Securities on the Stock Exchange, the directors of the Company be and are hereby authorised to grant share options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal in the shares pursuant to the exercise of such share options.”

By Order of the Board

China Jiuhao Health Industry Corporation Limited WANG Zhongjun

Chairman

Hong Kong, 21 March 2016

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.
Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

As at the date of this circular, the Board comprises Mr. WANG Zhongjun (Chairman and Executive Directors), Mr. LAU Seng Yee (Vice Chairman and Executive Director), Mr. WANG Zhonglei (Executive Director), Mr. LIN Haifeng (Executive Director), Ms. WANG Dongmei (Executive Director), Mr. YUEN Hoi Po (Executive Director), Dr. WONG Yau Kar David BBS, JP, Mr. YUEN Kin and Mr. CHU Yuguo (each an Independent Non-executive Director).

– 23 –

AI assistant

CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2016

49495_rns_2016-03-18_c3369aba-347d-4119-8f57-67a9efb4e914.pdf

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES (3) REFRESHMENT OF THE OPTION SCHEME LIMIT (4) NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

(3) REFRESHMENT OF THE OPTION SCHEME LIMIT

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

(1) RE-ELECTION OF DIRECTORS

EXECUTIVE DIRECTORS

Mr. WANG Zhongjun

Director since February 2016

Mr. LAU Seng Yee

Director since February 2016

LETTER FROM THE BOARD

Mr. WANG Zhonglei

Director since February 2016

LETTER FROM THE BOARD

Mr. LIN Haifeng

Director since February 2016

LETTER FROM THE BOARD

Ms. WANG Dongmei

Director since February 2016

Mr. YUEN Hoi Po

Director since 2010

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. YUEN Kin

Director since 2004

Mr. CHU Yuguo

Director since 2012

LETTER FROM THE BOARD

(2) GENERAL MANDATE TO ISSUE SHARES

(3) GENERAL MANDATE TO REPURCHASE SHARES

TOTAL NUMBER OF THE SHARES FOR SHARES REPURCHASE

Reasons for Shares Repurchase

Funding of Repurchases

Share Prices

Undertaking

Share Repurchases made by the Company

(4) REFRESHMENT OF THE OPTION SCHEME LIMIT

(5) VOTING BY WAY OF POLL

(6) RESPONSIBILITY STATEMENT

LETTER FROM THE BOARD

(7) RECOMMENDATION

Yours faithfully,

China Jiuhao Health Industry Corporation Limited WANG Zhongjun Chairman

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

(A) “ THAT:

(B) “ THAT:

By Order of the Board

China Jiuhao Health Industry Corporation Limited WANG Zhongjun

More from CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED

CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED AGM Information 2016