China Ting Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 16, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

==> picture [39 x 55] intentionally omitted <==

CHINA TING GROUP HOLDINGS LIMITED 華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at China Ting Industrial Complex, 56 Beisha East Road, Linping Industrial Area, Yuhang District, Hangzhou, China on 18 May 2012 at 10: 30 a.m. or any adjournment thereof is set forth in Appendix III to this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the annual general 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 annual general meeting or any adjourned meeting should you so wish.

17 April 2012

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	SHARE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	VOTING BY WAY OF A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9
1.	LISTING RULES RELATING TO THE REPURCHASES OF SHARES	9
2.	SHAREHOLDERS’ APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
3.	THE REPURCHASE PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	REASONS FOR REPURCHASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
5.	FUNDING OF REPURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	SHARE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	GENERAL INFORMATION AND UNDERTAKINGS . . . . . . . . . . . . . . . . .	11
8.	SHARE REPURCHASES MADE BY THE COMPANY . . . . . . . . . . . . . . . . .	11
9.	TAKEOVERS CODE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

CONTENTS

				Page
APPENDIX	II	—	DETAILS OF RETIRING DIRECTORS WHO ARE
			PROPOSED TO BE RE-ELECTED AT THE AGM . . . . . . . . .	13
APPENDIX	III	—	NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . .	19

– ii –

DEFINITIONS

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

• ‘‘AGM’’ means the annual general meeting of the Company to be held at China Ting Industrial Complex, 56 Beisha East Road, Linping Industrial Area, Yuhang District, Hangzhou, China on 18 May 2012 at 10: 30 a.m. or any adjournment thereof;

• ‘‘AGM Notice’’ means the notice convening the AGM as set forth in Appendix III to this circular;

• ‘‘Articles’’ means the articles of association of the Company; ‘‘associates’’ has the same meaning as ascribed thereto under the Listing Rules;

• ‘‘Board’’ means the board of Directors or a duly authorized committee thereof for the time being;

• ‘‘Company’’ means China Ting Group Holdings Limited (華鼎集團控股有限 公司), a company incorporated in the Cayman Islands with limited liability, and the securities of which are listed on the main board of the Stock Exchange;

• ‘‘Designated Stock means a stock exchange in respect of which the shares of the Exchange’’ Company are listed or quoted and where such stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company;

• ‘‘Directors’’ means the directors of the Company for the time being and from time to time;

• ‘‘Final Dividend’’ means the proposed special dividend HK$1.11 per Share and the proposed final dividend of HK$1.64 per Share for the year ended 31 December 2011 payable to the Shareholders whose names appear on the Register of Members on the Record Date;

• ‘‘General Mandates’’ means the Share Issue Mandate and the Share Repurchase Mandate;

• ‘‘Group’’ means the Company and its subsidiaries;

• ‘‘HK$’’ means Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’ means the Hong Kong Special Administrative Region of the People’s Republic of China;

– 1 –

DEFINITIONS

• ‘‘Latest Practicable means 13 April 2012, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein;

• ‘‘Listing Rules’’ means the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘Ordinary means the proposed ordinary resolution(s) as referred to in Resolution(s)’’ paragraph 5 of the AGM Notice;

• ‘‘Record Date’’ means Wednesday, 30 May 2012

• ‘‘Register of Members’’ means the register of members of the Company maintained by the Registrar in Hong Kong;

• ‘‘Registrar’’ means the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong;

• ‘‘SFO’’ means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Shareholder(s)’’ means the holder(s) of the Share(s);

• ‘‘Share(s)’’ means the share(s) of HK$0.10 each in the capital of the Company (or of such nominal amount as shall result from a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);

• ‘‘Share Issue Mandate’’ means the proposed general mandate to be granted to the Directors to allot, issue and deal with Shares with an aggregate nominal value not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;

• ‘‘Share Repurchase Mandate’’

• means the proposed general mandate to be granted to the Directors to permit the repurchase of Shares of up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;

• ‘‘Stock Exchange’’ means The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’ means Hong Kong Code on Takeovers and Mergers; and ‘‘%’’ means per cent.

– 2 –

EXPECTED TIMETABLE

Dispatch of this circular and notice of the AGM . . . . . . . . . . . Tuesday, 17 April 2012

Last time for lodging transfer forms of Shares to qualify for entitlements

• to attend and vote at the AGM . . . . . . . . . . . . 4: 30 p.m. on Tuesday, 15 May 2012

Closure of Register of Members

(both dates inclusive) . . . . . . . . . . . . . . . . . . . . . from Wednesday, 16 May 2012 to Friday, 18 May 2012

Latest time for lodging forms of proxy for the AGM (in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof) . . . . . . . . . . . . . . . . . 10: 30 a.m. on Wednesday, 16 May 2012

Date and time of the AGM . . . . . . . . . . . . . . . . . 10: 30 a.m. on Friday, 18 May 2012

• Last day of trading in Shares cum entitlements

• to the Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 May 2012

• Last time for lodging transfer forms of Shares to qualify for entitlements to

the Final Dividend . . . . . . . . . . . . . . . . . . . . . . . 4: 30 p.m. on Friday, 25 May 2012

Closure of Register of Members

• (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . from Monday, 28 May 2012 to Wednesday, 30 May 2012

Record Date for determination of entitlement

to the Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 30 May 2012

Dispatch of cheques for the Final Dividend . . . . . on or before Wednesday, 6 June 2012

– 3 –

LETTER FROM THE BOARD

==> picture [39 x 54] intentionally omitted <==

CHINA TING GROUP HOLDINGS LIMITED 華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

Executive Directors: Mr. TING Man Yi (Chairman) Mr. TING Hung Yi Mr. DING Jianer Mr. CHEUNG Ting Yin, Peter

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

Independent non-executive Directors:

Dr. CHENG Chi Pang Mr. WONG Chi Keung Mr. LEUNG Man Kit

Head office and principal place of business in Hong Kong: 28th Floor, Futura Plaza 111–113 How Ming Street Kwun Tong Kowloon Hong Kong

17 April 2012

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the Share Issue Mandate, the Share Repurchase Mandate, the proposed re-election of the retiring Directors and to seek your approval of the resolutions relating to these matters at the AGM.

– 4 –

LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE

At the AGM, the Ordinary Resolution no. 5(A) will be proposed for the Shareholders to consider and, if thought fit, approve a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with Shares during the period as set out in the Ordinary Resolution no. 5(A) up to 20% of the issued share capital of the Company as at the date of passing the Ordinary Resolution no. 5(A). In addition, Ordinary Resolution no. 5(C) will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased under the Share Repurchase Mandate, if granted.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,097,318,000 fully paid up Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate on the date of passing the resolution approving the Share Issue Mandate will be 419,463,600 Shares.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in the Ordinary Resolutions nos. 5(A) and 5(C) as referred to in the AGM Notice. These mandates will expire upon the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, or any other applicable laws to be held; and

• (c) the date on which the authority given under the Ordinary Resolutions nos. 5(A) and 5(C) respectively is revoked or varied by an ordinary resolution of the Shareholders.

3. SHARE REPURCHASE MANDATE

At the AGM, the Ordinary Resolution no. 5(B) will be proposed for the Shareholders to consider and, if thought fit, approve a general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in the Ordinary Resolution no. 5(B) up to 10% of the issued share capital of the Company as at the date of passing the Ordinary Resolution no. 5(B). The Shares which may be repurchased pursuant to the Share Repurchase Mandate is up to 10% of the issued share capital of the Company on the date of passing the resolution approving the Share Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,097,318,000 fully paid up Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of

– 5 –

LETTER FROM THE BOARD

Shares which may be repurchased pursuant to the Share Repurchase Mandate on the date of passing the resolution approving the Share Repurchase Mandate will be 209,731,800 Shares.

An explanatory statement as required under Rule 10.06 of the Listing Rules, giving certain information regarding the Share Repurchase Mandate, is set out in Appendix I to this circular. The Share Repurchase Mandate will expire upon the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, or any other applicable laws to be held; and

• (c) the date on which the authority given under the Ordinary Resolution no. 5(B) is revoked or varied by an ordinary resolution of the Shareholders.

4. RE-ELECTION OF RETIRING DIRECTORS

Article 86(2) of the Articles provides that the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

Pursuant to Article 86(3) of the Articles, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill in casual vacancy on the Board or as an addition to the existing Board. Any director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Pursuant to Article 87 of the Articles, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation at every annual general meeting of the Company provided that every Director shall be subject to retirement at least once every three years and shall then be eligible for re-election.

Any Director appointed pursuant to Article 86(2) or Article 86(3) of the Articles shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

In accordance with Article 87 of the Articles, the following Directors, namely, Mr. DING Jianer, Mr. WONG Chi Keung and Mr. LEUNG Man Kit will retire at the AGM and, being eligible, would offer themselves for re-election. Details of such retiring Directors are set forth in Appendix II to this circular.

– 6 –

LETTER FROM THE BOARD

5. AGM

Set out in Appendix III to this circular is the AGM Notice convening the AGM at which, among other things, resolutions will be proposed to approve the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors.

6. PROXY ARRANGEMENT

A form of proxy for the AGM is enclosed with this circular. To be valid, the form of proxy must be completed 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 notarially certified copy of such power of attorney or authority, at the Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

7. CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of shares will be effected in order to determine the entitlement to attend and vote at the AGM. All share transfers accompanied by the relevant share certificates, must be lodged with the Registrar at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 15 May 2012 for such purpose.

The Register of Members will be closed from Monday, 28 May 2012 to Wednesday, 30 May 2012 (both days inclusive), during such period no transfer of the Shares will be registered for the purpose in order to qualify for the proposed special and final dividend. All transfers of the Shares accompanied by the relevant share certificates must be lodged with the Registrar at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4: 30 p.m. on Friday, 25 May 2012 for such purpose.

8. VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, poll voting for all proposed resolutions of the Company will be proceeded with at the AGM.

– 7 –

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors believe that the grant of the Share Issue Mandate and the Share Repurchase Mandate, the extension of the Share Issue Mandate, and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions at the AGM.

10. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.

Yours faithfully, For and on behalf of the Board TING Man Yi Chairman

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Share Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the main board of the Stock Exchange to purchase their securities subject to certain restrictions.

2. SHAREHOLDERS’ APPROVAL

All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval for a particular transaction.

3. THE REPURCHASE PROPOSAL

The resolution set out as Ordinary Resolution No. 5(B) relates to the granting of a general and unconditional mandate to the Directors to repurchase on the Stock Exchange or any other stock exchange on which the Shares of the Company may be listed and recognized by The Securities and Futures Commission of Hong Kong, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the passing of the resolution.

As at the Latest Practicable Date, there were 2,097,318,000 Shares in issue. Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 209,731,800 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

4. REASONS FOR REPURCHASES

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares of the Company on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

5. FUNDING OF REPURCHASE

In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company and the Articles and the applicable laws and regulations of the Cayman Islands.

It is presently proposed that any purchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the purchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

As compared with the financial position of the Company as at 31 December 2011 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level of the Company (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICE

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

	Price Per Share	Price Per Share
Month	Highest	Lowest
	HK$	HK$
April 2011	1.20	1.10
May 2011	1.14	0.98
June 2011	1.03	0.81
July 2011	0.90	0.79
August 2011	0.86	0.67
September 2011	0.78	0.50
October 2011	0.57	0.42
November 2011	0.58	0.42
December 2011	0.48	0.43
January 2012	0.51	0.46
February 2012	0.59	0.45
March 2012	0.58	0.50
April 2012 (up to the Latest Practicable Date)	0.54	0.50

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

7. GENERAL INFORMATION AND UNDERTAKINGS

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

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company or any of its subsidiaries, or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

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

8. SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase by the Company, or any of its subsidiaries, of any listed securities of the Company during the six months prior to the latest Practicable Date.

9. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code.

Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Longerview Investments Limited, being the substantial Shareholder (as defined in the Listing Rules) of the Company, together with its associates, was beneficially interested in 1,490,000,000 Shares representing approximately 71.04% of the issued share capital of the Company. In the event that the Directors exercise the Share Repurchase Mandate in full in accordance with the terms of the Ordinary Resolution no. 5(B) to be proposed at the AGM, the interests of Longerview Investments Limited, together with its associates, in the Company would be increased to approximately 78.94% of the issued share capital, which will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but will reduce the amount of Shares held by the public to below 25% of the total issued share capital of the Company.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

The Directors have no intention to exercise the Share Repurchase Mandate to the extent that the purchase would result in the amount of Shares being held by the public to fall below 25% of the total issued share capital of the Company nor to the extent that would result in an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as the above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

– 12 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles.

• A. MR. DING JIANER

Executive Director

Experience

Mr. DING Jianer, aged 52, is an executive Director of the Group. Mr. DING joined the Group in October 1996 when he was first involved in the management and business operations of Shenzhen Fuhowe Fashion Company Limited. He has considerable experience in the silk garment manufacturing business, with focus on various specific areas ranging from the operations of weaving plants, sales and marketing to printing and dyeing and is responsible for the Group’s fabric research and development along with innovative techniques.

Mr. DING did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

The renewed term of service of Mr. DING is 3 years commencing from 18 November 2011. The term of office of Mr. DING shall continue after the expiration of the initial term until at least 6 months’ prior written notice or payment of 6 months’ salary in lieu of such notice by either Mr. DING or the Company to terminate the same.

Relationships

Mr. DING is the younger brother of Mr. TING Man Yi and the elder brother of Mr. TING Hung Yi, both executive Directors, and Ms. DING Yinger, the general manager (finance) of the Group in China. Mr. DING holds the entire issued share capital in Willport Investments Limited which holds 18% of the issued share capital of Longerview Investments Limited. Longerview Investments Limited holds 71.04% of the issued share capital of the Company as at the Latest Practicable Date.

Save as disclosed above, Mr. DING has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

Interests in Shares

So far as the Directors are aware of, as at the Latest Practicable Date, Mr. DING, through Willport Investments Limited and Longerview Investments Limited, was interested in 1,490,000,000 Shares and is the ultimate controlling shareholder (as defined in the Listing Rules) of the Company.

Directors’ emoluments

Under the renewed service contract entered into between Mr. DING and the Company on 18 November 2011, Mr. DING is currently entitled to an annual salary of HK$2,130,000 (subject to annual review by the remuneration committee of the Board and any annual increment shall not be more than 15% of the annual salary for the immediately preceding year). In addition, Mr. DING may also be entitled to a management bonus of such amount by reference to the audited consolidated net profits of the Group after taxation and minority interests but before extraordinary items (the ‘‘Net Profits’’) in respect of each complete financial year of the Company during which his appointment hereunder subsists, provided that the aggregate amount of the management bonus payable to all members of the Board (other than the independent non-executive Directors of the Company) in respect of any financial year of the Group shall not exceed 4% of the Net Profits for the relevant financial year.

The Company’s policies concerning remuneration of the Directors are as follows:

• (i) the amount of remuneration is determined by the remuneration committee of the Board on the basis of the relevant Director’s experience, responsibility, workload and the time devoted to the Group;

• (ii) non-cash benefits may be provided to the Directors under their remuneration arrangement; and

• (iii) the Directors may be granted, at the discretion of the Board with the endorsement of the remuneration committee of the Board, options pursuant to the share option scheme adopted by the Company, as part of their remuneration package.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. DING that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

– 14 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

B. MR. WONG CHI KEUNG

Independent Non-Executive Director

Experience

Mr. WONG Chi Keung, aged 57, was appointed as an independent non-executive Director in November 2005. Mr. WONG holds a master’s degree in business administration from the University of Adelaide in Australia. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, The Association of Chartered Certified Accountants and CPA Australia, an associate member of The Institute of Chartered Secretaries and Administrators and The Chartered Institute of Management Accountants. Mr. WONG is also the responsible officer of Greater China Capital Limited (formerly known as Sinox Fund Management Limited) and is licensed to carry out certain regulated activities under the SFO namely asset management, advising on securities and advising on corporate finance.

Mr. WONG has over 30 years of experience in finance, accounting and management, and was, for over 10 years, an executive director, deputy general manager, group financial controller and company secretary of Yuexiu Property Company Limited (formerly known as Guangzhou Investment Company Limited), a company listed on the Stock Exchange. He is also an independent non-executive director and a member of the audit committee of Asia Orient Holdings Limited, Asia Standard International Group Limited, Century City International Holdings Limited, China Nickel Resources Holdings Company Limited, ENM Holdings Limited, Golden Eagle Retail Group Limited, PacMOS Technologies Holdings Limited, Paliburg Holdings Limited, Regal Hotels International Holdings Limited, TPV Technology Limited and Ngai Lik Industrial Holdings Limited, which are all listed on the Stock Exchange. Mr. WONG is also an independent non-executive director of First Natural Foods Holdings Limited (Provisional liquidators appointed). Provisional liquidators were appointed by the High Court of Hong Kong on 7 January 2009.

Save as disclosed above, Mr. WONG did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

– 15 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

Length of Service

The renewed term of service of Mr. WONG pursuant to the letter of appointment entered into with the Company is 3 years commencing from 18 November 2011. During the term of appointment, either Mr. WONG or the Company may terminate the term of appointment by giving the other at least 3 months’ written notice. The Company may at any time by summary notice in writing terminate the same if Mr. WONG commits any breach of any of his material obligations and/or undertakings under the letter of appointment or commits an act of bankruptcy or commits any act which would under any applicable laws, permit the Company to terminate his appointment.

Relationships

Mr. WONG has no relationship with any Directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware of, as at the Latest Practicable Date, Mr. WONG was interested in 1,000,000 Shares of the Company.

Directors’ emoluments

Under the renewed letter of appointment entered into between Mr. WONG and the Company on 18 November 2011, Mr. WONG is currently entitled to director’s fees in the sum of HK$30,000 per month or such higher sum as the remuneration committee of the Company may from time to time decide.

Please refer to the sub-paragraph headed ‘‘Directors’ emoluments’’ under the paragraph headed ‘‘A. Mr. DING Jianer’’ above in this Appendix for the Company’s policies concerning remuneration of the Directors.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. WONG that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

– 16 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

C. MR. LEUNG MAN KIT

Independent Non-Executive Director

Experience

Mr. LEUNG Man Kit, aged 58, is an independent non-executive Director. Mr. LEUNG obtained a Bachelor’s Degree in Social Science from the University of Hong Kong in 1977. Mr. LEUNG has over 25 years of experience in project finance and corporate finance and has held senior positions with Peregrine Capital (China) Limited, Crosby Securities (HK) Limited and Swiss Bank Corporation, Hong Kong Branch. Mr. LEUNG was also a director of Emerging Markets Partnership (Hong Kong) Limited which was the principal adviser to the AIG Infrastructure Fund L.P.

Mr. LEUNG is an independent non-executive director and audit committee member of NetEase, a NASDAQ listed company. Mr. LEUNG is also an independent non-executive director and audit committee member of Junefield Department Store Group Limited and Golden Harvest Entertainment (Holdings) Limited, and an executive director of Chanceton Financial Group Limited, which are all companies listed on the Stock Exchange.

Save as disclosed above, Mr. LEUNG did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

The renewed term of service of Mr. LEUNG pursuant to the letter of appointment entered into with the Company is 3 years commencing from 18 November 2011. During the term of appointment, either Mr. LEUNG or the Company may terminate the term of appointment by giving the other at least 3 months’ written notice by Mr. LEUNG to terminate the same. The Company may at any time by summary notice in writing terminate the same if Mr. LEUNG commits any breach of any of his material obligations and/or undertakings under the letter of appointment or commits an act of bankruptcy or commits any act which would under any applicable laws, permit the Company to terminate his appointment.

Relationships

Mr. LEUNG has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

– 17 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

Interests in Shares

So far as the Directors are aware of, as at the Latest Practicable Date, Mr. LEUNG does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Directors’ emoluments

Under the renewed letter of appointment entered into between Mr. LEUNG and the Company on 18 November 2011, Mr. LEUNG is currently entitled to director’s fees in the sum of HK$20,000 per month or such higher sum as the remuneration committee of the Company may from time to time decide.

Please refer to the sub-paragraph headed ‘‘Directors’ emoluments’’ under the paragraph headed ‘‘A. Mr. DING Jianer’’ above in this Appendix for the Company’s policies concerning remuneration of the Directors.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. LEUNG that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

– 18 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

==> picture [39 x 54] intentionally omitted <==

CHINA TING GROUP HOLDINGS LIMITED 華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Ting Group Holdings Limited (the ‘‘Company’’) will be held at China Ting Industrial Complex, 56 Beisha East Road, Linping Industrial Area, Yuhang District, Hangzhou, China on 18 May 2012 at 10: 30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors (the ‘‘Director(s)’’) of the Company and the auditors (the ‘‘Auditors’’) of the Company for the year ended 31 December 2011.

2. To declare a special dividend of HK1.11 cents per share of the Company and a final dividend of HK1.64 cents per share of the Company for the year ended 31 December 2011.

3. (A) (i) to re-elect Mr. DING Jianer as an executive Director.

   • (ii) to re-elect Mr. WONG Chi Keung as an independent non-executive Director.

   • (iii) to re-elect Mr. LEUNG Man Kit as an independent non-executive Director.

4. (B) to authorize the board of Directors (the ‘‘Board’’) to determine the remuneration of the Directors.

5. To re-appoint Auditors and to authorize the Board to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. (A) ‘‘THAT:

2. (i) subject to paragraph (iii) of this Resolution, and pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as hereinafter defined ) of all powers of the

– 19 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Company to allot, issue or otherwise deal with additional shares in the share capital of the Company or securities convertible into shares (the ‘‘Shares’’) of the Company or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this Resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate number of the shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than by way of (a) a Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution and the said approval be limited accordingly; and

• (iv) for the purpose of this Resolution:

• (aa) ‘‘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;

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

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

– 20 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (bb) ‘‘Rights Issue’’ means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).

(B) ‘‘THAT:

• (i) subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the ‘‘Securities and Futures Commission’’) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (ii) the number of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution during the Relevant Period shall not exceed 10% of the issued share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

(iii) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (aa) the conclusion of the next annual general meeting of the Company;

• (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or

– 21 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘THAT conditional upon Resolutions No. 5(A) and 5(B) above being passed, the general mandate granted to the Directors of the Company to allot, issue or otherwise deal with additional shares pursuant to Resolution No. 5(A) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to Resolution No. 5(B).’’

By Order of the Board CHENG Ho Lung, Raymond Company Secretary

Hong Kong, 17 April 2012

Notes:

• (1) A form of proxy for the annual general meeting of the Company to be held on 18 May 2012 is enclosed.

• (2) Any member entitled to attend and vote at the annual general meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the annual general meeting of the Company. A proxy need not be a member of the Company.

• (3) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting of the Company or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

• (4) In case of joint holders of any Share, any one of such joint holders may vote at the annual general meeting of the Company, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

– 22 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (5) The register of members of the Company will be closed from Wednesday, 16 May 2012 to Friday, 18 May 2012, both days inclusive, during which period no transfer of shares will be effected in order to determine the entitlement to attend and vote at the annual general meeting of the Company. All share transfers accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 15 May 2012 for such purpose.

• (6) The Company’s register of members will be closed from Monday, 28 May 2012 to Wednesday, 30 May 2012 (both days inclusive), during such period no transfer of the Shares will be registered in order to qualify for the proposed special and final dividend. All transfers of the Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4: 30 p.m. on Friday, 25 May 2012 for such purpose.

• (7) A circular containing, inter alia, details of the proposed general mandates to issue and repurchase shares of the Company, and information of the retiring directors of the Company who are proposed to be re-elected at the annual general meeting, will be despatched to the shareholders of the Company on 17 April 2012.

• (8) As at the date of this notice, the executive Directors are Mr. TING Man Yi (Chairman), Mr. TING Hung Yi (Chief Executive Officer), Mr. DING Jianer and Mr. CHEUNG Ting Yin, Peter, and the independent non-executive Directors are Dr. CHENG Chi Pang, Mr. WONG Chi Keung and Mr. LEUNG Man Kit.

– 23 –