Chuan Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 23, 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Chuan Holdings Limited , you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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.

Chuan Holdings Limited 川控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; EXTENSION OF ISSUE MANDATE; RE-ELECTION OF RETIRING DIRECTORS; CLOSURE OF REGISTER OF MEMBERS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Chuan Holdings Limited to be held at 20 Senoko Drive Singapore 758207 on Thursday, 25 May 2017 at 2:00 p.m. is set out on pages 20 to 25 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular.

Whether or not you are able to attend the meeting, 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 in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting (or any adjourned meeting) if you so wish and in such event, the form of proxy shall be deemed to be revoked.

24 April 2017

• For identification only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Granting of the Issue Mandate and the Repurchase Mandate . . . . . . . . . . . . . . . . . . . .	5
Extension of Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

• “AGM Notice”

the notice of the AGM which is set out on pages 20 to 25 of this circular;

• “Annual General Meeting” or “AGM”

the annual general meeting of the Company to be held at 20 Senoko Drive Singapore 758207, on Thursday, 25 May 2017 at 2:00 p.m. or any adjournment thereof;

• “Articles of Association” or

• “Articles”

the articles of association of the Company as amended, supplemented or otherwise modified from time to time;

• “Board”

the board of Directors;

• “Brewster Global”

Brewster Global Holdings Limited, a private limited company incorporated in the British Virgin Islands on 20 May 2015, which is beneficially owned as to 100% of its issued shares by Mr. Lim Kui Teng (“ Mr. Lim ”), who is the controlling shareholder interested in the Company;

• “Companies Law” or “Cayman Companies Law”

the Companies Law (Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time;

– 1 –

DEFINITIONS

“Company”

“Director(s)”

“Group”

“Hong Kong”

“Issue Mandate”

“Latest Practicable Date”

“Listing Rules”

“Registrar”

“Repurchase Mandate”

Chuan Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the Main Board of the Stock Exchange;

the directors of the Company;

the Company and its subsidiaries;

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

the general and unconditional mandate proposed to be granted at the AGM to the Directors to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution for approving the issue mandate

19 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, Share Registration Public Office, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong;

a general and unconditional mandate proposed to be granted at the AGM to the Directors to repurchase Shares during the period as set out in the Repurchase Resolution up to a maximum of 10% of the issued share capital of the Company at the date of the Repurchase Resolution;

– 2 –

DEFINITIONS

• “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution No.5 of the notice of Annual General Meeting;

• “S$” Singapore dollar, the lawfully currency of Singapore; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shareholders” holders of Shares; “Share(s)” the share(s) of HK$0.010 each in the share capital of the Company;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited; “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules;

• “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Future Commission of Hong Kong as amended, supplemented or otherwise modified from time to time;

• “%” per cent.

– 3 –

LETTER FROM THE BOARD

Chuan Holdings Limited 川控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

Executive Directors: Registered Office: Mr. Lim Kui Teng Cricket Square Mr. Quek Sze Whye Hutchins Drive Mr. Bijay Joseph P.O. Box 2681 Mr. Lau Yan Hong Grand Cayman KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Chow Wing Tung Mr. Phang Yew Kiat Principal Place of Business Mr. Lee Teck Leng in Hong Kong: 57/F, The Center 99 Queen’s Road Central Hong Kong 24 April 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; EXTENSION OF ISSUE MANDATE; RE-ELECTION OF RETIRING DIRECTORS; CLOSURE OF REGISTER OF MEMBERS; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against such resolutions to be proposed at the AGM for the approval of, inter alia:

• (a) grant to the Directors the Issue Mandate to allot, issue and otherwise deal with Shares as set out in the AGM Notice as ordinary resolution No. 4;

• (b) grant to the Directors the Repurchase Mandate to repurchase Shares as set out in the AGM Notice as ordinary resolution No. 5;

• For identification only

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LETTER FROM THE BOARD

• (c) the extension of the Issue Mandate by additing to it the number of Share repurchased by the Company pursuant to the Repurchase Mandate as set out in the AGM Notice as ordinary resolution No. 6; and

• (d) re-election of the retiring Directors.

GRANTING OF THE ISSUE MANDATE AND THE REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.

Issue Mandate

The Company’s existing mandate to issue Shares was passed and approved by the Shareholders’ Written Resolution of the Company on 10 May 2016. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM to grant the Issue Mandate to the Directors. Based on 1,037,500,000 issued Shares as at the Latest Practicable Date and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be able to allot, issue and deal with up to a total of 207,500,000 Shares if the Issue Mandate is granted at the AGM, which will remain in effect until the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles, the Companies Law or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Repurchase Mandate

An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. The Repurchase Mandate, if granted, will be effective until whichever is the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles, the Companies Law or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

– 5 –

LETTER FROM THE BOARD

EXTENSION OF ISSUE MANDATE

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the aggregate number of the issued Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Issue Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Lim Kui Teng, Mr. Quek Sze Whye, Mr. Bijay Joseph and Mr. Lau Yan Hong are the executive Directors of the Company; Mr. Chow Wing Tung, Mr. Phang Yew Kiat, and Mr. Lee Teck Leng are the independent non-executive Directors of the Company.

Pursuant to Article 83(3) of the Company’s Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then eligible for re-election at that forthcoming annual general meeting. Therefore, Mr. Lim Kui Teng, Mr. Quek Sze Whye, Mr. Bijay Joseph, Mr. Lau Yan Hong, Mr. Chow Wing Tung, Mr. Phang Yew Kiat, and Mr. Lee Teck Leng shall retire from the office at the conclusion of the forthcoming annual general meeting. In pursuant to Article 84(2) of the Company’s Articles. Mr. Lim Kui Teng, Mr. Quek Sze Whye, Mr. Bijay Joseph, Mr. Lau Yan Hong, Mr. Chow Wing Tung, Mr. Phang Yew Kiat, and Mr. Lee Teck Leng, shall also retired and, being eligible offer themselves for re-election at the forthcoming general meeting.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received in accordance with the Articles of Association after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of such additional candidate proposed.

The biographical details of the retiring Directors proposed to be re-elected at the AGM that are required to be disclosed under the Listing Rules are set up in Appendix II to this circular.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve, among other things (i) the Issue Mandate; (ii) Repurchase Mandate; (iii) the extension of the Issue Mandate by the addition thereto of the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate; and (iv) the re-election of the retiring Directors are set out on pages 20 to 25 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.chuanholdings.com. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 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) if you so wish, in such event, the form of proxy shall be deemed to be revoked.

VOTING PROCEDURES

Pursuant to rules 13.39(4) of the Listing Rules, the vote of Shareholders at the AGM will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the AGM 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. The chairman of the AGM will demand a poll for every resolution as set out in the notice of the AGM to be put to the vote of the AGM pursuant to the Articles. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 22 May 2017 to Thursday, 25 May 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Share transfers accompanied by the relevant Share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 19 May 2017.

– 7 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of providing information with regard to the Group. 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 herein misleading.

RECOMMENDATION

The Directors consider that the granting of the (i) Issue Mandate; (ii) Repurchase Mandate; (iii) the extension of the Issue Mandate; and (iv) the re-election of the retiring Directors are all in the best interest of the Company and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions at set out in the notice of the AGM.

GENERAL INFORMATION

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

Yours faithfully, By order of the Board Chuan Holdings Limited Mr. Lim Kui Teng Chairman

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The explanatory statement contains all the information required to be given to the Shareholders pursuant to the requirement of Listing Rules. The purpose of this explanatory statement is to provide the Shareholders with all information reasonably necessary for them to make an informed decision as to whether to pass the resolution approving the Proposed Repurchase Mandate at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,037,500,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 103,750,000 Shares, representing 10% of the issued share capital of the Company as at AGM.

The Repurchase Mandate, will continue in effect until the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles, the Companies Law or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASE

Pursuant to the Repurchase Mandate, repurchase would be funded entirely from the Company’s available cash flow or working capital facilities which will be under the applicable law and regulations of the Cayman Islands, and the Listing Rules and the Articles for such purpose.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. IMPACT ON WORKING CAPITAL OR GEARING POSITION

There might be material adverse impact on the working capital or gearing position of the Company (as compared to the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 December 2016) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, under the circumstances, have a material adverse impact on the working capital requirements or the gearing levels of the Company.

5. SHARE PRICES

During the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

Month	Per Share
	Highest	Lowest
	HK$	HK$
2016
April	N/A (note)	N/A (note)
May	N/A (note)	N/A (note)
June (Listed on 8 June 2016)	1.110	0.660
July	0.830	0.490
August	0.620	0.490
September	0.560	0.455
October	0.510	0.435
November	0.520	0.400
December	0.520	0.455
2017
January	0.500	0.420
February	0.495	0.405
March	0.430	0.375
April (up to the Latest Practicable Date)	0.415	0.370

Note: The Shares of the Company were listed and traded on the Main Board of the Stock Exchange on 8 June 2016.

– 10 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of the Cayman Islands and the Articles.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved at the AGM.

As at Latest Practicable Date, no connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, 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, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Brewster Global is interested in 529,125,000 Shares (representing approximately 51.00% of the total issued share capital of the Company as at the Latest Practicable Date) (Mr. Lim is a sole shareholder and a sole director of Brewster Global, in pursuant to SFO, Mr. Lim deemed to be interest in the Company and to be a controlling shareholder of the Company). In the event the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then (if the present shareholdings remains the same) the attributable interests of Brewster Global (Mr. Lim) would be increased to approximately 56.67% of the issued share capital of the Company. The Directors believe that such an increase will not give rise to an obligation of Brewster Global (Mr. Lim) to make a mandatory offer under Rule 26 of the Takeovers Code whilst maintaining the Shares held by the public no less than 25%.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate. Nevertheless, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, trigger any potential consequences under Rule 26 of the Takeovers Codes. In the event, the Repurchase Mandate will be exercised only if the number of Shares held by public would not fall below 25% following such exercise.

8. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

– 12 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The particulars of the directors proposed to be re-elected at the Annual General Meeting to be held on 25 May 2017 are as follows:

• (1) MR. LIM KUI TENG（林桂廷）, Chairman, Executive Director and Chief Executive Officer of the Company, chairman of Nomination Committee and member of remuneration committee

Mr. Lim Kui Teng（林桂廷）, aged 48, founder of our Group, was appointed as a Director of the Company on 25 August 2015 and re-designated as an Executive Director and a Chairman of the Board of the Company on 5 October 2015. He also is a chairman of nomination committee and a member of remuneration committee of the Company. Mr. Lim is also the founder and director of our operating subsidiary, Chuan Lim Construction Pte Ltd since January 1996. Mr. Lim is responsible for our Group’s overall management, strategic planning and business development. He has over 20 years of experience in the provision of earthworks for the construction industry in Singapore.

Mr. Lim started his career as a trainee operator and site supervisor at Cheng Yap Construction Pte Ltd in January 1985, and was promoted to a formal operator and site supervisor in January 1988. During the course of his work, he had managed various projects including earthworks for Central Expressway (CTE) tunnel and the apron for the aircraft at Changi Airport Terminal 2. Mr. Lim left Cheng Yap Construction Pte Ltd in May 1992.

Prior to establishing our Group in January 1996, Mr. Lim established Chuan Lim Construction & Engineering as a sole proprietorship in June 1992 which was engaged in the business of building construction and rental of machinery and equipment.

Mr. Lim has entered into a written service agreement with the Company for an initial term of three year commencing from 1 June 2016 and may be terminated by either party by giving not less than three calendar months’ notice in writing. He is also subject to the requirements in the Articles of Association of the Company in relation to retirement by rotation and re-election in the subsequent Annual General Meetings. He is entitled to a basic salary of S$1,041,600 per annum plus a discretionary bonus to be determined by the Board with reference to the performance of the Group. The emoluments of Mr. Lim are determined by the Board based on recommendation of the remuneration committee of the Board and with regard to the prevailing market conditions and his duties and responsibilities as an executive director.

As at the Latest Practicable Date, Mr. Lim is holding 529,125,000 Shares in Company through Brewster Global whereas the company is beneficially owned by Mr. Lim. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

– 13 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(2) MR. QUEK SZE WHYE（郭斯淮）, Executive Director

Mr. Quek Sze Whye（郭斯淮）, aged 61, was appointed as a Director of the Company on 25 August 2015 and re-designated as an Executive Director of the Company on 5 October 2015. Mr. Quek is also a director of our operating subsidiary, Chuan Lim Construction Pte Ltd since January 2014. Mr. Quek joined our Group in April 2009 and is currently responsible for overseeing the tendering, contracts administration, purchasing departments, and providing guidance and management experience in project management and contract negotiations. Mr. Quek obtained a diploma in construction from Singapore Institute of Building in July 1986. He is a member of the Chartered Institute of Building since September 1995 and is a professional member of The Royal Institution of Chartered Surveyors since October 2002. He has more than 20 years of experience in project management and contract negotiations in the earthwork industry. Prior to joining our Group, Mr. Quek held several senior professional positions as Quantity Surveyor, Acting Assistant Contracts Manager, Contract Manager, Contract Director in various famous construction companies, he has extensive professional experience in the construction business.

Mr. Quek has entered into a written service agreement with the Company for an initial term of three year commencing from 1 June 2016 and may be terminated by either party by giving not less than three calendar months’ notice in writing. He is also subject to the requirements in the Articles of Association of the Company in relation to retirement by rotation and re-election in the subsequent Annual General Meeting. He is entitled to a basic salary of S$320,400 per annum plus a discretionary bonus to be determined by the Board with reference to the performance of the Group. The emoluments of Mr. Quek are determined by the Board based on recommendation of the remuneration committee of the Board and with regard to the prevailing market conditions and his duties and responsibilities as an executive director.

Mr. Quek does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

– 14 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(3) MR. BIJAY JOSEPH, Executive Director

Mr. Bijay Joseph, aged 48, was appointed as a Director of the Company on 25 August 2015 and re-designated as an Executive Director of the Company on 5 October 2015. Mr. Bijay Joseph is also a director of our operating subsidiary, Chuan Lim Construction Pte Ltd since October 2007. Mr. Bijay Joseph joined our Group in September 2000 and is currently responsible for planning, organising and managing the overall construction development projects. Mr. Bijay Joseph graduated from the Bangalore University, India, with a Bachelor of Engineering degree in Civil Engineering in June 1993. He also obtained the Master of Science (Project Management) degree from the National University of Singapore in January 2006. Mr. Bijay Joseph has over 20 years of working experience in the construction industry. Prior to joining our Group, Mr. Bijay Joseph worked at Asian Techs Limited as an assistant engineer from October 1991 to November 1992. Since June 1993 to June 1995, he was a site engineer at Gina Engineering Company (P) Ltd.

Mr. Bijay Joseph has entered into a written service agreement with the Company for an initial term of three year commencing from 1 June 2016 and may be terminated by either party by giving not less than three calendar months’ notice in writing. He is also subject to the requirements in the Articles of Association of the Company in relation to retirement by rotation and re-election in the subsequent Annual General Meetings. He is entitled to a basic salary of S$207,600 per annum plus a discretionary bonus to be determined by the Board with reference to the performance of the Group. The emoluments of Mr. Bijay Joseph are determined by the Board based on recommendation of the remuneration committee of the Board and with regard to the prevailing market conditions and his duties and responsibilities as an executive director.

Mr. Bijay Joseph does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

– 15 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(4) MR. LAU YAN HONG,（劉仁康）, Executive Director

Mr. Lau Yan Hong,（劉仁康）, aged 51, was appointed as a Director of the Company on 25 August 2015 and re-designated as an Executive Director of the Company on 5 October 2015. Mr. Lau is also a director of our operating subsidiary, Chuan Lim Construction Pte Ltd since February 2003. Mr. Lau joined our Group in January 2000 and is currently responsible for overseeing the project team and managing, executing and coordinating the A&A projects. Prior to joining our Group, Mr. Lau has approximately 10 years of working experience in quality control and assurance in the retail industry. He also obtained a certificate in building construction safety supervisors from the BCA in November 2000 and is currently a registered personnel in structural works under CoreTrade scheme of BCA. Mr. Lau has over 15 years of working experience in the construction industry.

Mr. Lau has entered into a written service agreement with the Company for an initial term of three year commencing from 1 June 2016 and may be terminated by either party by giving not less than three calendar months’ notice in writing. He is also subject to the requirements in the Articles of Association of the Company in relation to retirement by rotation and re-election in the subsequent Annual General Meetings. He is entitled to a basic salary of S$230,400 per annum plus a discretionary bonus to be determined by the Board with reference to the performance of the Group. The emoluments of Mr. Lau are determined by the Board based on recommendation of the remuneration committee of the Board and with regard to the prevailing market conditions and his duties and responsibilities as an executive director.

Mr. Lau does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

• (5) MR. CHOW WING TUNG（周永東）, Independent Non-Executive Director, a chairman of audit committee, a member of nomination committee and remuneration committee of the Company

Mr. Chow Wing Tung（周永東）, aged 43, was appointed as an Independent Non-Executive Director of the Company on 10 May 2016. He is also a chairman of audit committee, a member of nomination committee and remuneration committee of the Company, respectively. Mr. Chow is responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resources and standard conduct of our Company. Mr. Chow is currently the financial controller of Synear Food Holdings Limited (“ Synear ”) since April 2005. Synear and its subsidiaries engage in the manufacture and sales of quick freeze food products in the PRC and whose shares were listed on the main board of Singapore Exchange Securities Trading Limited (“ SGX ”) and has voluntarily delisted since December 2013. From January 2004 to January 2005, Mr. Chow was the financial controller of China Paper Holdings Limited, a company engaged in the manufacture and sales of paper and paper chemical products in the PRC and whose shares are listed on the main board of SGX. Mr. Chow graduated from the University of Toronto with a Bachelor of Commerce degree in November 1997. Mr. Chow is a certified public accountant certified by the Washington State Board of Accountancy since 2001, a member of the American Institute of Certified Public Accountants since October 2001, a certified public accountants certified by the Hong Kong Institute of Certified Public Accountants since July 2003 and a Chartered Global Management Accountant certified by the American Institute of Certified Public Accountants since July 2012.

Mr. Chow is currently an independent non-executive director of China Bio Cassava Holdings Limited and Jimei International Entertainment Group Limited, both companies are listed on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) with effect from June 2013 and November 2014, respectively.

Mr. Chow has entered into a letter of appointment for a term of three years commencing from 8 June 2016 and may be terminated by either party by giving at least three calendar months’ notice in writing. He is also subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles of Association. Mr. Chow is currently entitled to receive a director’s fees of S$26,400 per annum, which was determined by the Board based on recommendation of the remuneration committee of the Board and with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Mr. Chow does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

• (6) MR. PHANG YEW KIAT（彭耀傑）, Independent Non-Executive Director, a chairman of remuneration committee, a member of audit committee and nomination committee respectively

Mr. Phang Yew Kiat（彭耀傑）, aged 48, was appointed as an Independent Non-Executive Director of the Company on 10 May 2016. He is also a chairman of remuneration committee, a member of audit committee and nomination committee of the Company, respectively. Mr. Phang is responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resources and standard of conduct of our Company. Mr. Phang Yew Kiat is currently an executive director, the vice chairman and chief executive officer of Credit China Holdings Limited (Stock Code: 8207, a company listed on the Stock Exchange), a Fintech group in Asia, with a growing presence in China and Mekong region. Headquartered in Hong Kong, the company successfully established a fully-integrated Fintech ecosystem, providing 7X24 and one-stop efficient intelligent financial lifestyle services to over 30m registered Small Medium Enterprises and middle-class consumers via internet & mobile internet channels. Mr. Phang began his career with Standard Chartered Bank (“ SCB ”) in 1994 and over his 17 years career in banking, he held various management roles across SCB’s corporate and consumer banking businesses, including the appointment as chief financial officer for Indonesia & general manager for Small Medium Enterprises, Singapore & Malaysia. In 2005, Mr. Phang was seconded to China to build a brand new national joint-stock bank in Tianjin, China Bohai Bank, and he served as an executive director and deputy chief executive officer with full responsibilities for the consumer banking business. He has also served as DBS’s Group Head of Strategic Planning. Mr. Phang is a member to United Nation - Economic and Social Commission for Asia and the Pacific (ESCAP) Business Advisory Council. Since July 2012, Mr. Phang was the co-chairman of Deer Creek Advisors Pte. Ltd. (formerly known as Deauville Private Office Pte. Ltd). Mr. Phang Yew Kiat graduated in July 1993 from the faculty of technology of University of Manchester with a Bachelor’s degree of Engineering in Microelectronic Systems Engineering. He also received a Master’s degree in Business and Administration in International Business in June 1995 from University of Bristol.

Mr. Phang has entered into a letter of appointment for a term of three years commencing from 8 June 2016 and may be terminated by either party by giving at least three calendar months’ notice in writing. He is also subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles of Association. Mr. Phang is currently entitled to receive a director’s fees of S$27,600 per annum, which was determined by the Board based on recommendation of the remuneration committee of the Board and with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Mr. Phang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

• (7) MR. LEE TECK LENG（李迪能）, Independent Non-Executive Director, a member of audit committee

Mr. Lee Teck Leng（李迪能）, aged 50, was appointed as an Independent Non-Executive Director of the Company on 10 May 2016. He is also a member of audit committee of the Company. Mr. Lee is responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resources and standard of conduct of our Company. Mr. Lee is currently a lawyer at LEE chambers LLC. He has over 20 years of experience in legal services. Mr. Lee graduated from the National University of Singapore with a Second Class Honours (Upper Division) degree of Bachelor of Laws in July 1990 on a Public Service Commission Scholarship. Mr. Lee’s professional experience including acted as Judicial Officer, Partner and Director in different law firms in Singapore. From 2003 to 2010, Mr. Lee was a partner of Lee Associates. Since July 2010 to April 2014, Mr. Lee was an independent director of Asiasons Capital Limited (now known as Attilan Group Limited), and from July 2011 to November 2015, he was an independent director of United Food Holdings Limited, with both companies listed on the main board of SGX. With effect from March 2014. Mr. Lee is an independent director of Advanced Integrated Manufacturing Corp. Ltd., a company listed on the main board of SGX.

Mr. Lee has entered into a letter of appointment for a term of three years commencing from 8 June 2016 and may be terminated by either party by giving at least three calendar months’ notice in writing. He is also subject to retirement by rotation and re-election at the Annual General Meeting of the Company in accordance with the Articles of Association. Mr. Lee is currently entitled to receive a director’s fees of S$26,400 per annum, which was determined by the Board based on recommendation of the remuneration committee of the Board and with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Mr. Lee does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Save as disclosed above, he is not connected with any other directors, senior management, substantial or controlling shareholders of the Company. He has not held directorship or major appointment in any other listed public companies in the past three years.

In relation to the above re-election of directors, save as disclosed above, there is no other information required to be disclosed pursuant to the Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Chuan Holdings Limited 川控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

NOTICE IS HEREBY GIVEN that an annual general meeting (“ AGM ”) of Chuan Holdings Limited (the “ Company ”) will be held at 20 Senoko Drive Singapore 758207 on Thursday, 25 May 2017 at 2:00 p.m., for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and of the auditor of the Company for the financial year ended 31 December 2016.

2. To consider the re-election of the retiring directors and to authorise the board of directors to fix the directors’ remuneration.

3. To re-appoint BDO Limited as the auditor of the Company for the ensuing year and to authorise the board of directors of the Company to fix their remuneration.

4. To consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (“ the Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional ordinary shares in the capital of the Company or securities convertible into ordinary shares of the Company, or options, warrants or similar rights to subscribe for any ordinary shares of the Company, and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, which would or might require the exercise of such powers at any time during or after the end of the Relevant Period;

• For identification only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company (the “ Articles ”) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for Shares, shall not exceed the aggregate of:

• (aa) 20% of the aggregate number of Shares as at the date of the passing of this Resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company (the “ Shareholders ”) the aggregate number of any Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate number of Shares as at the date of the passing of this Resolution),

and the authority pursuant to paragraph (a) of this Resolution above shall be limited accordingly; and

• (d) subject to the passing of this resolution, any prior approvals of the kind referred to in paragraph (a) to (c) of this resolution had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time) (the “ Companies Law ”) or any other applicable laws of the Cayman Islands to be held; and

• (iii) the date on which such authority is revoked or varied by an ordinary resoluting of the Shareholders in general meeting of the Company.

“ Right Issue ” means an offer of ordinary shares or other equity securities of the Company open for a period fixed by the Directors to holders of ordinary 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 ordinary shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside the Hong Kong).”

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

“ THAT :

• (a) subject to paragraph (b) 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 of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange under the Code on Share Buy-backs administered by the SFC for such purpose, subject to and in accordance with the rules and regulations and the requirements of SFC, the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange, the Companies Law, and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of ordinary shares in the capital of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed (i) 10 per cent. of the aggregate number of issued ordinary shares in the capital of the Company as at the date of passing of this resolution or (ii) where there occurs any share sub-division or consolidation of the issued ordinary shares of the Company during the Relevant Period, 10 per cent. of the adjusted number of total issued ordinary shares of the Company referred to in (i) above resulting from any such share subdivision or consolidation effected from time to time during the Relevant Period and the said approval shall be limited accordingly;

• (c) subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

• (d) for the purpose of this resolution “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

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

• (iii) the date on which such authority is revoked or varied by an ordinary resoluting of the Shareholders in general meeting of the Company.

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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:

“ THAT :

• (a) conditional upon the passing of ordinary resolutions No. 4 and No. 5 as set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional ordinary shares in the capital of the Company pursuant to ordinary resolution No. 4 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of ordinary shares in the capital of the Company which may be repurchase by the Company under the authority granted pursuant to ordinary resolution No. 5 set out in the notice convening this meeting, provided that such number shall not exceed (i) 10 per cent. of the aggregate number of issued ordinary shares in the capital of the Company as at the date of passing of this resolution or (ii) where there occurs any share sub-division or consolidation of the issued ordinary shares of the Company during the Relevant Period (as hereinafter defined), 10 per cent. of the adjusted number of total issued ordinary shares of the Company referred to in (i) above resulting from any such share subdivision or consolidation effected from time to time during the Relevant Period; and

• (b) for the purpose of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

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

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NOTICE OF ANNUAL GENERAL MEETING

• (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.”

By order of the Board Chuan Holdings Limited Lim Kui Teng Executive Director

Hong Kong, 24 April 2017

Note:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

3. The register of members of the Company will be closed from Monday, 22 May 2017 to Thursday, 25 May 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Share transfers accompanied by the relevant Share certificates must be lodged with the Company’s share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 19 May 2017.

4. Where there are joint registered holders of any ordinary share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such ordinary share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such ordinary share(s) shall alone be entitled to vote in respect thereof.

5. As at the date of this notice, the Board comprises Mr. Lim Kui Teng, Mr. Quek Sze Whye, Mr. Bijay Joseph and Mr. Lau Yan Hong as executive Directors; and Mr. Chow Wing Tung, Mr. Phang Yew Kiat and Mr. Lee Teck Leng as independent non-executive Directors.

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