CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2015

May 20, 2015

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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Jiuhao Health Industry Corporation Limited (“ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the 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 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)

CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 2:30 p.m. on Monday, 15 June 2015 at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong is set out on pages 14 to 16 of this circular. A form of proxy for use by the shareholders at the extraordinary general meeting is enclosed herein.

Whether or not you are able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

21 May 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “Allotment Right”

the right to call on Eternity to allot and issue 1,500,000,000 Eternity Consideration Shares at the issue price of HK$0.70 per Eternity Consideration Share

• “associates”

has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of directors of the Company

• “Capital Reduction”

being (i) the proposed capital reduction where the par value of each issued existing Share will be reduced from HK$0.20 to HK$0.02 and the issued ordinary share capital of the Company will be cancelled to the extent of HK$0.18 on each Share in issue, and the entire amount of the authorised but unissued ordinary share capital of the Company will be cancelled; (ii) the application of the credit arising from the proposed capital reduction to set off the accumulated losses of the Company as at the effective date of the proposed capital reduction with the balance, if any, to be transferred to the distributable reserve account of the Company to be applied in such manner as the Directors consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the proposed capital reduction and all applicable laws and rules

• “Capital Reorganisation”

• the Capital Reduction and the proposed increase in the authorised ordinary share capital of the Company from approximately HK$131,198,080.22 following the Capital Reduction to HK$3,000,000,000 by the creation of the appropriate number of additional unissued New Shares (being 143,440,095,989 unissued New Shares as at the Latest Practicable Date)

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• China Jiuhao Health Industry Corporation Limited (中國9號健康 產業有限公司), a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the main board of the Stock Exchange (Stock code: 419)

• “Companies Law”

• The Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

– 1 –

DEFINITIONS

“Completion”

completion of the Transactions in accordance with the terms and conditions of the S&P Agreement

• “Convertible Note”

• the zero coupon convertible note due on 21 October 2015 with an outstanding principal amount of HK$21,000,000 issued by the Company. It is provided in the conditions of the Convertible Note that the conversion of the Convertible Note will only be made if, among others, such conversion does not render the relevant holder of the Convertible Note who exercises the conversion rights and parties acting in concert with such holder to hold (whether directly or indirectly), together with any Shares already owned or agreed to be acquired by such holder of Convertible Note and parties acting in concert with it, representing 30% or more of the consequential enlarged issued ordinary share capital of the Company at the date of the relevant exercise

• “Court”

• The Grand Court of the Cayman Islands

• “Director(s)”

• the directors of the Company

• “Distribution Assignment”

• the assignment of the Share Entitlement Note under the Proposed Distribution to Shareholders

• “EGM” extraordinary general meeting of the Company to be held at 2:30 p.m., on Monday, 15 June 2015 at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong to consider, if thought fit, approve the Capital Reorganisation

• “Eternity”

• Eternity Investment Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock code: 764)

• “Eternity Consideration Share(s)”

• new Eternity Share(s) to be allotted, issued and credited as fully paid upon the exercise of the Allotment Right attached to the Share Entitlement Note

• “Eternity Group”

• Eternity and its subsidiaries

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

• “Group”

the Company and its subsidiaries

– 2 –

DEFINITIONS

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

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “Independent Shareholder(s)” shareholder(s) of the Company other than Eternity and its associates

• “Latest Practicable Date” 18 May 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Committee” has the meaning attributed to that term in the Listing Rules

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

• “New Share(s)” ordinary share(s) with par value of HK$0.02 each in the share capital of the Company immediately following the Capital Reorganisation becoming effective

• “Options” the outstanding options granted under the share option schemes of the Company adopted in 2002 and 2012 respectively

• “Proposed Distribution” the proposed distribution to every Shareholder whose name shall appear on the Company’s shareholders register as at a record date to be determined and announced by the Company, proportional to their interests in the total issued share capital of the Company: (i) HK$500 million in cash; and (ii) 1,500,000,000 Eternity Consideration Shares which will be allotted and issued to all Shareholders pursuant to the Distribution Assignment as set out in the Share Entitlement Note to be made from any of or all of the share premium account, retained earnings and/or distributable reserve account of the Company, as the Directors, in their sole discretion, consider appropriate and in accordance with the articles of association of the Company, the Court order sanctioning the Capital Reduction and all applicable laws and rules

– 3 –

DEFINITIONS

• “Share(s)” ordinary share(s) of HK$0.20 each in the share capital of the Company, before the implementation of the Capital Reorganisation

• “Shareholder(s)” shareholder(s) of the Company “Share Entitlement Note” the note which confers the Allotment Right as part of the consideration for the Transactions with an aggregate value of HK$1,050 million

• “Shareholder’s Loan” a loan due from the Target Company to the Vendor “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “S&P Agreement” the sale and purchase agreement dated 11 December 2014 entered into between Eternity as purchaser, the Vendor as vendor and the Company as guarantor in relation to the Transactions (as amended and supplemented by a supplemental sale and purchase agreement dated 30 March 2015 entered into by the parties to the S&P Agreement)

• “Target Company” Smart Title Limited, a company incorporated in the British Virgin Islands, is an investment holding company and the entire issued share of which is owned by the Vendor

• “Transactions” pursuant to the S&P Agreement, (i) the Vendor conditionally agreed to sell and Eternity conditionally agreed to purchase the entire shareholding interest in the Target Company; and (ii) the Vendor agreed to assign the benefit and interest in the Shareholder’s Loan to Eternity upon Completion free from encumbrances

• “Vendor” Unique Talent Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company

• “VSD Announcement” the announcement of the Company dated 15 May 2015 in respect of the Transactions and the Proposed Distribution

• “VSD Circular” the circular containing information in relation to, among others, (i) the S&P Agreement; (ii) the Proposed Distribution; and (iii) the notice of the VSD EGM, to be despatched to the Shareholders on or before 30 June 2015

– 4 –

DEFINITIONS

“VSD EGM” an extraordinary general meeting of the Company to be held to consider and, if thought fit, approve the Transactions and the Proposed Distribution “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

– 5 –

EXPECTED TIMETABLE

Set out below is the expected timetable for the proposed Capital Reduction:

Event

Timeline

Latest time for lodging forms of proxy for

the EGM (not less than 48 hours). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . before 2:30 p.m. on Saturday, 13 June 2015 Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2:30 p.m. on Monday, 15 June 2015

Announcement of results of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 15 June 2015

The following events are conditional on the results of the EGM and their timing will be further announced.

• Expected date on which the Capital Reduction is confirmed by the Court

• Expected date of registration of a copy of the court order confirming the Capital Reduction and the minute approved by the Court pursuant to the Companies Law

• Expected effective date of the Capital Reorganisation

• First day for free exchange of existing certificates for Shares for new certificates for New Shares

• Commencement of dealings in New Shares on the Stock Exchange

• Last day of free exchange of existing certificates for Shares for new certificates for New Shares

– 6 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Executive Directors Mr. YUEN Hoi Po (Chairman) Mr. ZHANG Changsheng (Vice Chairman)

Non-executive Directors

Mr. Hugo SHONG Mr. Edward TIAN Suning

Independent Non-executive Directors Prof. WEI Xin Dr. WONG Yau Kar, David, BBS, JP Mr. YUEN Kin Mr. CHU Yuguo

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

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

21 May 2015

To the Shareholders

Dear Sir or Madam,

CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to (i) the VSD Announcement; and (ii) the announcement of the Company dated 15 May 2015 in relation to, among other matters, the Board’s proposal to seek Independent Shareholders’ approval on the Capital Reorganisation by way of special resolution.

The purpose of this circular is to provide you with information regarding the Capital Reorganisation (including the Capital Reduction) and to give you notice of the EGM.

– 7 –

LETTER FROM THE BOARD

CAPITAL REORGANISATION AND THE PROPOSED DISTRIBUTION

As at the Latest Practicable Date, the authorised ordinary share capital of the Company was HK$3,000,000,000 divided into 15,000,000,000 Shares of which 6,559,904,011 Shares were issued and fully paid or credited as fully paid.

The Capital Reorganisation will comprise:

• (i) the proposed Capital Reduction where the par value of each issued existing Share will be reduced from HK$0.20 to HK$0.02 and the issued ordinary share capital of the Company will be cancelled to the extent of HK$0.18 of each Share in issue, and the entire amount of the authorised but unissued ordinary share capital of the Company will be cancelled;

• (ii) the application of the credit arising from the Capital Reduction to set off the accumulated losses of the Company as at the effective date of the Capital Reduction with the balance, if any, to be transferred to the distributable reserve account of the Company to be applied in such manner as the Directors consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules; and

• (iii) an increase in the authorised ordinary share capital of the Company from approximately HK$131,198,080.22 following the Capital Reduction to HK$3,000,000,000 by the creation of the appropriate number of additional unissued New Shares (being 143,440,095,989 unissued New Shares as at the Latest Practicable Date).

The Proposed Distribution will comprise the proposed distribution from any of or all of the share premium account, retained earnings and/or distributable reserve account of the Company, that the Directors, in their sole discretion, consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules.

EFFECTS OF THE CAPITAL REORGANISATION

Immediately upon the Capital Reorganisation becoming effective, the authorised ordinary share capital of the Company will be HK$3,000,000,000 divided into 150,000,000,000 New Shares. Assuming no issue of Shares between the Latest Practicable Date and the effective date of the Capital Reduction, and on the basis of 6,559,904,011 Shares in issue, the issued share capital of the Company shall be HK$131,198,080.22 comprising of 6,559,904,011 New Shares, each with a par value of HK$0.02.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised ordinary share capital of Company was HK$3,000,000,000, divided into 15,000,000,000 Shares, of which 6,559,904,011 Shares were issued and fully paid or credited as fully paid. Assuming no further Shares will be issued after the Latest Practicable Date and prior to the Capital Reorganisation becoming effective, a credit of HK$1,180,782,721.98 will arise as a result of the Capital Reduction. The credit will be applied to set off the accumulated losses of the Company as at the effective date of the Capital Reduction, with the balance, if any, to be transferred to the distributable reserve account of the Company to be applied in such manner as the Directors consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules. The Company’s existing issued ordinary share capital of HK$1,311,980,802.20 will be reduced by HK$1,180,782,721.98 to HK$131,198,080.22.

The accumulated losses of the Company were approximately HK$968,388,000 and the amount standing to the credit of the share premium account was approximately HK$1,825,800,000 based on the audited financial statements of the Company as at 31 December 2014.

Assuming there will be no change in the issued ordinary share capital of the Company from the Latest Practicable Date up to the date on which the Capital Reorganisation becomes effective, the share capital structure of the Company’s ordinary shares will be as follows:

		Immediately after the
	As at the	Capital Reorganisation
	Latest Practicable Date	becoming effective
Par value	HK$0.20 per Share	HK$0.02 per New Share
Amount of the authorised ordinary share capital	HK$3,000,000,000	HK$3,000,000,000
Number of authorised ordinary shares	15,000,000,000	150,000,000,000
Amount of the issued ordinary share capital	HK$1,311,980,802.20	HK$131,198,080.22
Number of issued ordinary shares	6,559,904,011	6,559,904,011

The size of each board lot of the New Shares will remain the same as that of the Shares, being 10,000 New Shares per board lot. The New Shares will rank pari passu in all respects with each other and the Capital Reduction will not result in any change in the relative rights of the Shareholders.

As at the Latest Practicable Date, the authorised preference share capital of the Company was HK$2,407,600 divided into 240,760,000 preference shares with a par value of HK$0.01 each and none of the preference shares of the Company was in issue. The Capital Reorganisation will not affect the capital structure of the preference shares of the Company which will remain the same immediately before and immediately after the effective date of the Capital Reorganisation.

– 9 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Convertible Note in the principal amount of HK$21,000,000 is outstanding. Assuming the conversion rights attaching to the Convertible Note in the aggregate principal amount of HK$21,000,000 at the conversion price of HK$0.20 (subject to adjustment, if any) per Share are exercised fully prior to the effective date of the Capital Reduction, an additional 105,000,000 Shares will be in issue and an additional credit of HK$18,900,000 will arise from the Capital Reduction. Further, assuming all of the outstanding Options are exercised fully prior to the effective date of the Capital Reduction, an additional 91,625,165 Shares will be in issue and an additional credit of HK$16,492,529.70 will arise from the Capital Reduction. Such credit, if arises, will be applied towards setting off the accumulated losses of the Company as at the effective date of the Capital Reduction with the balance, if any, to be transferred to the distributable reserve account of the Company to be applied in such manner as the Directors consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional on the following conditions being fulfilled:

• (i) the passing of a special resolution by the Independent Shareholders approving the Capital Reorganisation;

• (ii) approval of the Capital Reduction by the Court;

• (iii) compliance with any conditions imposed by the Court in relation to the Capital Reduction;

• (iv) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law of the Cayman Islands with respect to the Capital Reduction; and

• (v) the Listing Committee granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

– 10 –

LETTER FROM THE BOARD

Upon the approval by the Independent Shareholders of the Capital Reorganisation, the legal advisors to the Company (as to Cayman Islands laws) will apply to the Court for hearing dates to confirm the Capital Reduction. Further announcement(s) will be made to inform the Shareholders on the progress of the matter as and when appropriate.

The Proposed Distribution will be subject to the passing of an ordinary resolution by the Independent Shareholders at the VSD EGM and the Capital Reduction becoming effective.

Listing and Dealings

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares resulting from the Capital Reorganisation.

The New Shares will be identical in all respects and rank pari passu in all respects with each

other as to all future dividends and distributions which are declared, made or paid.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Free exchange of Certificates for New Shares

Arrangement for the exchange of certificates for New Shares will be made subject to the Capital Reorganisation becoming effective, Shareholders may, during business hours, submit existing certificates for the Shares to the Company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange, at the expense of the Company, within one month from the effective date of the Capital Reorganisation, for certificates for the New Shares. Details of such free exchange of share certificates will be announced by the Company.

All existing certificates of the Shares will continue to be evidence of entitlement to such Shares and be valid for delivery, transfer and settlement purposes.

– 11 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

The Group is principally engaged in (i) the provision of online healthcare services; (ii) the provision of offline healthcare and wellness services; and (iii) media business.

As disclosed in the VSD Announcement, the consideration of the Transactions will be settled by the Eternity Group to the Group as to (i) HK$600 million in cash; and (ii) HK$1,050 million by the issue of the Share Entitlement Note upon Completion. The Company proposes to distribute HK$500 million in cash and 1,500,000,000 Eternity Consideration Shares pursuant to the Distribution Assignment to the Shareholders pro rata to their shareholding interests in the Company according to a record date which the Company will determine and announce in due course.

The Company currently does not have sufficient distributable reserves to make the distribution in cash and the Share Entitlement Note in its entirety. Upon the Capital Reorganisation becoming effective, the credit arising from the Capital Reduction will be used to set off the accumulated losses of the Company and the balance will be credited to a distributable reserve account of the Company. The Proposed Distribution, subject to the Independent Shareholders’ approval, can then be made from any of or all of the share premium account, retained earnings and/or distributable reserve account of the Company, as the Directors, in their sole discretion, consider appropriate and in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules.

In view of the above, the Board considers that the Capital Reorganisation and the Proposed Distribution are beneficial to and in the interests of the Company and the Shareholders as a whole.

The Proposed Distribution will be subject to approval by the Independent Shareholders at the VSD EGM and the Capital Reduction becoming effective. Shareholders may refer to the VSD Circular containing information in relation to, among others, the S&P Agreement, the Proposed Distribution and the notice of the VSD EGM to be despatched to the Shareholders.

EGM

The EGM is convened to be held at 2:30 p.m. on Monday, 15 June 2015 at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, the notice of which is set out on pages 14 to 16 of this circular, for the Independent Shareholders to consider and, if thought fit, approve the Capital Reorganisation.

– 12 –

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

As at the date of the VSD Announcement (i.e. 15 May 2015), Eternity was interested in 190,000,000 Shares (representing approximately 2.90% of the then issued share capital of the Company). Being a party to the Transactions, Eternity is considered to have an interest which is different from other Shareholders so far as the Transactions and the Capital Reorganisation are concerned, Eternity and its associates will be required to abstain from voting at the EGM on the resolution to approve the Capital Reorganisation.

RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the Capital Reorganisation is 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 special resolution to be proposed at the EGM.

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.

On behalf of the Board China Jiuhao Health Industry Corporation Limited YUEN Hoi Po

Chairman

– 13 –

NOTICE OF EGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of China Jiuhao Health Industry Corporation Limited (“ Company ”) will be held at 2:30 p.m. on Monday, 15 June 2015 at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, for the purpose of considering and, if thought fit, with or without modification, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the “ Court ”); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction (as defined below) and the minute approved by the Court containing the particulars required under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the date on which these conditions are fulfilled (the “ Effective Date ”):

• (a) the issued and paid-up ordinary share capital of the Company be reduced (“ Capital Reduction ”) by cancelling the paid-up capital to the extent of HK$0.18 on each existing ordinary share of HK$0.20 of the Company (the “ Existing Share ”) in issue so that each issued Existing Share with a par value of HK$0.20 of the Company be treated as one fully paid-up ordinary share with a par value of HK$0.02 (the “ New Shares ”) in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital thereby cancelled be made available for issue of new shares of the Company, and the entire amount of the authorised but unissued ordinary share capital of the Company be cancelled;

– 14 –

NOTICE OF EGM

• (b) the credits arising from the Capital Reduction shall be applied to set off the accumulated losses of the Company as at the Effective Date (if any) and the balance (if any) will be transferred to the distributable reserve account of the Company which may be utilised by the Directors as a distributable reserve and in such manner as the Directors consider appropriate, in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules (including the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited) including, without limitation, eliminating or setting off the accumulated losses of the Company from time to time and/or paying dividends or making any other distribution out of such account from time to time and all actions in relation thereto be approved, ratified and confirmed;

• (c) an increase in the authorised ordinary share capital of the Company from approximately HK$131,198,080.22 following the Capital Reduction to HK$3,000,000,000 by the creation of the appropriate number of additional unissued New Shares (being 143,440,095,989 unissued New Shares as at the date of this notice) (together with the Capital Reduction, the “ Capital Reorganisation ”);

• (d) all of the New Shares resulting from the Capital Reorganisation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the Company’s memorandum and articles of association; and

• (e) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reorganisation and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation.”

On behalf of the Board

China Jiuhao Health Industry Corporation Limited YUEN Hoi Po Chairman

Hong Kong, 21 May 2015

As at the date hereof, the Board comprises executive directors: Mr. YUEN Hoi Po (Chairman), Mr. ZHANG Changsheng (Vice Chairman), non-executive directors: Mr. Edward TIAN Suning, Mr. Hugo SHONG and independent non-executive directors: Professor WEI Xin, Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo.

– 15 –

NOTICE OF EGM

Notes:

• (i) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a member of the Company.

• (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.

• (iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she so desires. If a member attends the meeting after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.

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