China Tontine Wines Group Limited — AGM Information 2016

Apr 1, 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 advisers.

If you have sold or transferred all your shares in China Tontine Wines Group Limited , 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, licensed securities dealer or registered institution in securities 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.

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(incorporated in Bermuda with limited liability)

(Stock Code: 389)

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at JW Marriott Ballroom (Level 3), JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3:00 p.m. on Friday, 6 May 2016 is set out on pages 16 to 20 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time 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 adjournment thereof should you so wish.

5 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Grant of Buy-back Mandate, General Mandate and Extension Mandate . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory Statement for the Buy-back Mandate . . . . . . . . . . . . . . . . .	8
Appendix II – Details of the Directors proposed to be re-elected at the
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be convened and held at JW Marriott Ballroom (Level 3), JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 6 May 2016 at 3:00 p.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages 16 to 20 of this circular “Board” the board of Directors “Branch Share Registrar” Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong “Buy-back Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them to buy-back Shares, the aggregate number of which shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing the relevant resolutions at the Annual General Meeting “BVI” the British Virgin Islands “Bye-laws” the bye-laws of the Company as altered from time to time “close associate(s)” has the same meaning as ascribed to it under the Listing Rules “Companies Act” the Companies Act 1981 of Bermuda, as amended, supplemented or modified from time to time “Company” China Tontine Wines Group Limited, an exempted company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange “core connected person(s)” has the same meaning as ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company from time to time “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Buyback Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate

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DEFINITIONS

“General Mandate”	a general and unconditional mandate proposed to be granted to the
	Directors to exercise the power of the Company to allot, issue and
	deal with Shares up to a maximum of 20% of the aggregate number
	of Shares in issue as at the date of passing of the ordinary
	resolution in relation thereto at the Annual General Meeting
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	30 March 2016, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information referred
	to in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr Wang”	Mr Wang Guangyuan, the chairman, an executive Director and the
	chief executive officer of the Company, as well as the controlling
	shareholder of the Company
“PRC”	the People’s Republic of China (for purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the PRC and Taiwan)
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“Up Mount”	Up Mount International Limited, a limited liability company
	incorporated in the BVI, the entire issued share capital of which
	is directly owned by Mr Wang
“USA”	the United States of America
“Wing Move”	Wing Move Group Limited, a limited liability company
	incorporated in the BVI, the entire issued share capital of which
	is directly owned by Mr Zhang Hebin, an executive Director

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DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability)

(Stock Code: 389)

Executive Directors:

Mr Wang Guangyuan (Chairman) Mr Zhang Hebin Ms Wang Lijuan

Independent non-executive Directors: Mr Sih Wai Kin, Daniel Mr Lai Chi Keung, Albert Mr Yang Qiang

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place

of business in Hong Kong: Room 1703, 17th Floor COFCO Tower No. 262 Gloucester Road Causeway Bay Hong Kong

5 April 2016

To the Shareholders

Dear Sir or Madam

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with information regarding certain ordinary resolutions to be proposed at the Annual General Meeting to enable Shareholders to make an informed decision on whether to vote for or against those resolutions and to give you notice of the Annual General Meeting.

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LETTER FROM THE BOARD

The resolutions to be proposed at the Annual General Meeting, in addition to ordinary business, include (i) ordinary resolutions relating to the proposed grant of the General Mandate, the Buy-back Mandate and the Extension Mandate and (ii) ordinary resolutions relating to the proposed re-election of Directors.

GRANT OF BUY-BACK MANDATE, GENERAL MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and buy-back mandate to exercise all powers of the Company to buy-back issued Shares. The maximum number of Shares that may be bought back pursuant to the Buy-back Mandate will be such number which represents 10% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution subject to the Listing Rules.

The Buy-back Mandate will lapse on the earliest of (i) the date of the next annual general meeting, or (ii) the date by which the next annual general meeting of the Company is required to be held by law and/or the Bye-laws, or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed resolution to grant to the Directors the Buy-back Mandate is set out in Appendix I to this circular. This contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution.

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further Shares representing up to 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution.

Subject to the passing of the ordinary resolution of the Buy-back Mandate and the General Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue new Shares in an amount not exceeding the aggregate number of the Shares bought back pursuant to the Buy-back Mandate.

Based on 2,013,018,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be bought back by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting:

• (1) subject to the passing of the proposed resolution granting the General Mandate to the Directors, the Company will be allowed under the General Mandate to issue up to a maximum of 402,603,600 Shares, representing 20% of the Shares in issue as at the Latest Practicable Date; and

• (2) subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors, the Company will be allowed under the Buy-back Mandate to buy-back up to a maximum of 201,301,800 Shares, representing 10% of the Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plans to buy-back any Shares or to allot and issue any new Shares, other than Shares which may fall to be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of six Directors, namely:

Executive Directors	Date of appointment
Mr Wang Guangyuan	8 September 2008
Mr Zhang Hebin	8 September 2008
Ms Wang Lijuan	17 December 2008
Independent non-executive Directors
Mr Sih Wai Kin, Daniel	28 October 2009
Mr Lai Chi Keung, Albert	28 October 2009
Mr Yang Qiang	15 January 2016

According to Bye-law 108(A) of the Bye-laws, at each annual general meeting of the Company, onethird of the Directors for the time being (or, if their number is not three or a multiple of three (3)), then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he or she retired.

Further, according to Bye-law 112 of the Bye-laws, any Director appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the existing Board).

By virtue of Bye-law 108(A), Mr Zhang Hebin and Mr Sih Wai Kin, Daniel will retire and each of them being eligible, will offer himself for re-election at the Annual General Meeting.

By virtue of Bye-law 112, the office of Mr Yang Qiang will end at the Annual General Meeting and, being eligible, will offer himself for re-election at the Annual General Meeting.

The biographical and other information on each of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 4 May 2016 to Friday, 6 May 2016 (both days inclusive) during which no transfer of Shares may be effected for the purpose of determining shareholders who are entitled to attend and vote at the Annual General Meeting. In order to

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LETTER FROM THE BOARD

qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificate(s) should be lodged for registration with the Branch Share Registrar by 4:30 p.m. on Tuesday, 3 May 2016.

ACTIONS TO BE TAKEN

Set out on pages 16 to 20 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:

• (a) the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate; and

• (b) the re-election of Directors.

Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time 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 adjournment thereof should you so wish.

RECOMMENDATIONS

The Directors consider that the proposals regarding the grant of the General Mandate, the Buy-back Mandate and the Extension Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully By order of the Board

China Tontine Wines Group Limited Wang Guangyuan

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Buyback Mandate to the Directors.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy-back their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all buy-back of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 2,013,018,000 Shares in issue.

Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no new Shares are issued and no Shares are bought-back for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy-back up to a maximum of 201,301,800 Shares, representing 10% of the aggregate number of Shares in issue as at the Latest Practicable Date.

3. REASONS FOR THE BUY-BACKS

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buyback Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Such buybacks may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

In making buy-backs, the Company may only apply funds legally available for such purposes in accordance with the Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The premium payable on buy-back may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the Company’s share premium before the Shares are bought back. In accordance with the laws of Bermuda, the Shares so bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

5. MATERIAL ADVERSE IMPACT IN THE EVENT OF BUY-BACK IN FULL

Taking into account the current working capital position of the Group, the Directors consider that, if the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2015, being the date on which its latest published audited consolidated financial statements were made up. However, the Directors do not intend to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

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

2015	Highest	Lowest
	HK$	HK$
March	0.320	0.260
April	0.395	0.250
May	0.400	0.330
June	0.420	0.315
July	0.340	0.210
August	0.310	0.236
September	0.290	0.245
October	0.280	0.245
November	0.275	0.232
December	0.275	0.228
2016
January	0.290	0.230
February	0.275	0.223
March (up to the Latest Practicable Date)	0.295	0.250

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules and the laws of Bermuda and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

8. CORE CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Buy-back Mandate if the same is approved by the Shareholders at the Annual General Meeting.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the grant of the Buy-back Mandate is approved by the Shareholders at the Annual General Meeting.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buy-back securities pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued Shares:

			Approximate
	Capacity/Nature of	Number of	percentage of
Name	interest	Shares held	shareholding
Up Mount (Note 1)	Beneficial owner	675,582,720	33.56%
		(Note 1)
Mr Wang (Note 1)	Interest in a controlled	675,582,720	33.56%
	corporation	(Note 1)
Ms Zhang Min (Note 2)	Interest of spouse	675,582,720	33.56%
Wing Move (Note 3)	Beneficial owner	132,467,200	6.58%
		(Note 3)
Mr Zhang Hebin (Note 3)	Interest in a controlled	132,467,200	6.58%
	corporation	(Note 3)
Ms Luo Cheng Yan (Note 4)	Interest of spouse	132,467,200	6.58%

Notes:

• (1) These Shares were held by Up Mount, whose issued shares were solely and beneficially owned by Mr Wang. Mr Wang was deemed to be interested in all the Shares held by Up Mount under the SFO.

• (2) Ms Zhang Min was the spouse of Mr Wang and was deemed to be interested in all the Shares held by Mr Wang (through Up Mount) under the SFO.

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

• (3) These Shares were held by Wing Move, whose issued shares were solely and beneficially owned by Mr Zhang Hebin. Mr Zhang was deemed to be interested in all the Shares held by Wing Move under the SFO.

• (4) Ms Luo Cheng Yan was the spouse of Mr Zhang Hebin and was deemed to be interested in all the Shares held by Mr Zhang (through Wing Move) under the SFO.

On the basis of 2,013,018,000 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or buy-back of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, if the Buy-back Mandate were exercised in full, the shareholding in the Company of Mr Wang together with his close associates (including Up Mount and Ms Zhang Min) would be increased from approximately 33.56% to approximately 37.29% of the issued share capital of the Company. Such increase would not result in the aggregate amount of the issued share capital of the Company in the public hands being reduced to less than 25%, but would give rise to an obligation on the part of Mr Wang and parties acting in concert (as defined in the Takeovers Code) with him to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed, the Directors are not aware of any consequence which would arise under the Takeovers Code as a result of any buy-back pursuant to the Buyback Mandate.

The Directors have no intention to exercise the Buy-back Mandate to such an extent that would result in (i) any obligation of Mr Wang and parties acting in concert (as defined in the Takeovers Code) with him to make a mandatory offer under the Takeovers Code or (ii) the number of Shares in the hands of public falling below the prescribed percentage of 25%.

10. SHARE BUY-BACKS MADE BY THE COMPANY

The Company did not buy-back any Shares in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Set out below are the biographical details and other information of the retiring Directors, who being eligible, would offer themselves for re-election at the Annual General Meeting.

Mr ZHANG Hebin (張和彬) , aged 55, has been an executive Director since 8 September 2008. He is one of the founding management team members of Tonghua Tongtian Winery Co., Ltd., a major operating subsidiary of the Company in the PRC since its establishment in 2001. Prior to May 2011, he was primarily responsible for sales, marketing and products promotion of the Group. Since May 2011, he has assumed responsibility for and is in charge of the merger and acquisition activities of the Group. Prior to joining the Group, from April 1984 to August 2000, he worked with Tonhwa Winery Limited (通化葡萄酒股份有限公 司), a wine company currently listed on the Shanghai Stock Exchange, and in February 1986, he was promoted as a district sales manager. He obtained a junior college diploma of economic management from the Party School of Jilin Province Government (吉林省黨委校) and graduated in July 1991.

As at the Latest Practicable Date, Mr Zhang was deemed to be interested in 132,467,200 Shares held by Wing Move (the entire issued share capital of which was solely and beneficially owned by Mr Zhang) by virtue of the SFO. Save as disclosed above, Mr Zhang did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

Mr Zhang has entered into a service agreement with the Company for an initial term of three years commencing from 1 November 2009, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of the service agreement. He is also subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws.

Mr Zhang is entitled to a director’s emolument of RMB596,204 per annum (which was determined by the Board with reference to Mr Zhang’s experience, qualifications, duties and responsibilities and the prevailing market condition) and a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors in respect of any financial year of the Company may not exceed 5% of the audited combined or, as the case may be, consolidated net profit of the Group (after taxation and minority interests and the payment of such bonuses but before extraordinary or exceptional items) for that financial year of the Company. For the financial year ended 31 December 2015, Mr Zhang received by way of director’s emolument the amount of RMB596,204 in his capacity as executive Director.

Save as disclosed above, Mr Zhang (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries and (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr Zhang’s re-election at the Annual General Meeting.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Mr SIH Wai Kin, Daniel (薛偉健) , aged 48, has been an independent non-executive Director since 28 October 2009. He is also the chairman of the audit committee and the remuneration committee of the Board. Mr Sih majored in Finance and Economics at the University of Western Ontario, Canada and graduated with a degree in Bachelor of Arts (administrative and commercial studies) in October 1989. He obtained the Mandatory Provident Fund Intermediary Certificate from the Mandatory Provident Fund Schemes Authority in January 2008. Mr Sih was also certified in November 2011 as a certified public accountant by the Montana Board of Public Accountants (MBPA), Montana State, USA. During the early period of his career, Mr Sih had worked in the department of assurance and advisory business services of Ernst and Young (Hong Kong) and was then promoted as a manager responsible for conducting statutory audit and handling internal control engagements for companies listed or proposed to seek flotation in Hong Kong. He had also subsequently worked for, and held important positions in reputable companies in the financial industry in Hong Kong including Convoy Asset Management Limited (to which he was accredited and licensed under the SFO to carry on (i) Type 4 regulated activity (advising on securities) from 11 November 2004 to 18 June 2010 and (ii) Type 1 regulated activity (dealing in securities) from 18 June 2010 to 10 January 2011) and Manulife Asset Management (Hong Kong) Limited (to which he was accredited and licensed under the SFO to carry on Type 1 regulated activity (dealing in securities) from 6 April 2011 to 28 June 2013) and responsible for, among others, accounting and financial/treasury management, as well as providing consultation and recommendation in the areas of financial planning, market analysis and wealth management.

As at the Latest Practicable Date, Mr Sih did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

Except for a letter of appointment from the Company confirming his appointment as independent non-executive Director for a term of two years commencing from 1 January 2012, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his letter of appointment, there is no service agreement entered into between the Company and Mr Sih. He is also subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws.

Mr Sih is entitled to a director’s emolument of RMB147,388 per annum (which was determined by the Board with reference to Mr Sih’s experience, qualifications, duties and responsibilities and the prevailing market condition) and such other benefits as may be determined by and, at the discretion of, the Board from time to time. For the financial year ended 31 December 2015, Mr Sih received by way of director’s emolument the amount of RMB147,388 in his capacity as independent non-executive Director.

Save as disclosed above, Mr Sih (i) did not hold any directorship in listed public companies in the last three years before the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries and (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Based on the information contained in the annual confirmation on independence provided by Mr Sih to the Company pursuant to Rule 3.13 of the Listing Rules, the Board has reviewed and evaluated the independence of Mr Sih and is satisfied that he has met the criteria of independence expected of an independent non-executive director under the Listing Rules. The Board is of the view that Mr Sih remains to

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

be independent, and have the character, integrity, independence and experience required to fulfil and discharge the role and duties of an independent non-executive Director in the event that he is re-elected at the Annual General Meeting.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr Sih’s re-election at the Annual General Meeting.

Mr YANG Qiang (楊強) , aged 55, has been an independent non-executive Director since 15 January 2016. He is also a member of the audit committee, the remuneration committee and the nomination committee of the Board. Mr Yang holds a bachelor degree in mechanical engineering from Beijing Institute of Technology (北京理工大學). He is experienced in the wine industry in the PRC and has been serving as the secretary of the expert committee of the Grape and Fruit Wine of the China National Food Industry Association* (中國食品工業協會葡萄酒、果酒專家委員會) for many years.

As at the Latest Practicable Date, Mr Yang did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

Except for a letter of appointment from the Company confirming his appointment as independent non-executive Director for a term of two years commencing from 15 January 2016, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his letter of appointment, there is no service agreement entered into between the Company and Mr Yang. He is also subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws.

Mr Yang is entitled to a director’s emolument of RMB120,000 per annum (which was determined by the Board with reference to Mr Yang’s experience, qualifications, duties and responsibilities and the prevailing market condition) and such other benefits as may be determined by and, at the discretion of, the Board from time to time. For the financial year ended 31 December 2015, Mr Yang did not receive any director’s emolument in his capacity as independent non-executive Director as he was appointed after the said financial year.

Save as disclosed above, Mr Yang (i) did not hold any directorship in listed public companies in the last three years before the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries and (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Based on the information contained in the annual confirmation on independence provided by Mr Yang to the Company pursuant to Rule 3.13 of the Listing Rules, the Board has reviewed and evaluated the independence of Mr Yang and is satisfied that he has met the criteria of independence expected of an independent non-executive director under the Listing Rules. The Board is of the view that Mr Yang remains to be independent, and have the character, integrity, independence and experience required to fulfil and discharge the role and duties of an independent non-executive Director in the event that he is re-elected at the Annual General Meeting.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr Yang’s re-election at the Annual General Meeting.

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [160 x 77] intentionally omitted <==

==> picture [266 x 36] intentionally omitted <==

(incorporated in Bermuda with limited liability)

(Stock Code: 389)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of China Tontine Wines Group Limited (the “ Company ”) will be held at JW Marriott Ballroom (Level 3), JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 6 May 2016 at 3:00 p.m. to consider and, if thought fit, transact the following ordinary businesses:

As Ordinary Business

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Directors ”) and the auditors (the “ Auditors ”) of the Company for the year ended 31 December 2015.

2. To consider the re-election of the retiring Directors (namely Mr Zhang Hebin, Mr Sih Wai Kin, Daniel and Mr Yang Qiang), each as separate resolution, and to authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

3. To consider the re-appointment of Deloitte Touche Tohmatsu as the Auditors for the year ending 31 December 2016 and to authorise the Board to fix the remuneration of the Auditors.

As Special Business

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (the “ Directors ”) of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company, and to make or grant offers, agreements and options (including

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NOTICE OF ANNUAL GENERAL MEETING

warrants, bonds, 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 be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, 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 after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined in paragraph (d) below);

• (ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;

• (iii) any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the “ Bye-laws ”) of the Company and other relevant regulations in force from time to time; or

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, the “ Relevant Period ” means the period from the date of 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 Bye-laws or any applicable law of Bermuda to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares 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, or the expenses 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, jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors (the “ Directors ”) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy-back the shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended, supplemented or modified from time to time) and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares which may be bought-back or agreed to be bought-back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the 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 date of 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 bye-laws of the Company or any other applicable law of Bermuda to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the directors (the “ Directors ”) of the Company to allot, issue and deal with the unissued shares (the “ Shares ”) of HK$0.01 each in the share capital of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of a number representing the aggregate number of Shares bought-back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.

Yours faithfully By order of the Board China Tontine Wines Group Limited Wang Guangyuan Chairman and Executive Director

Hong Kong, 5 April 2016

Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Room 1703, 17th Floor Hamilton HM 11 COFCO Tower Bermuda No. 262 Gloucester Road Causeway Bay, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “ Shares ”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, 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, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (the “ Branch Share Registrar ”) of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (or any adjournment thereof).

4. 19 -

NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Wednesday, 4 May 2016 to Friday, 6 May 2016 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Branch Share Registrar at the above address by no later than 4:30 p.m. on Tuesday, 3 May 2016.

2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. In relation to resolutions numbered 4 and 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares in accordance with all applicable laws and the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to options granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.

4. In relation to resolution numbered 5 above, approval is being sought from Shareholders for the grant to the Directors of a general mandate to buy-back Shares in accordance with all applicable laws and the Listing Rules. The Directors wish to state that they will exercise the powers conferred thereby to buy-back Shares in circumstances which they deem appropriate for the benefit of the Shareholders.

As at the date of this notice, the executive Directors are Mr Wang Guangyuan, Mr Zhang Hebin and Ms Wang Lijuan and the independent non-executive Directors are Mr Sih Wai Kin, Daniel, Mr Lai Chi Keung, Albert and Mr Yang Qiang.

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