Chuang's China Investments Limited — Proxy Solicitation & Information Statement 2015

Sep 18, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Chuang’s China Investments Limited, you should at once hand this circular and the accompanying Form of Election to the purchaser or transferee or to the bank, registered/licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Directors:

Mr. Abraham Shek Lai Him G.B.S., J.P.* (Chairman) Miss Ann Li Mee Sum (Deputy Chairman)

Mr. Albert Chuang Ka Pun (Managing Director) Mr. Chong Ka Fung Mr. Sunny Pang Chun Kit

Mr. Peter Lo Wing Cheung

Mr. David Chu Yu Lin S.B.S., J.P.*

Mr. Andrew Fan Chun Wah*

• Independent non-executive directors

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

Principal office in Hong Kong: 25th Floor, Alexandra House 18 Chater Road Central Hong Kong

21 September 2015

To the Shareholders

Dear Sir or Madam,

FINAL SCRIP DIVIDEND SCHEME WITH CASH OPTION FOR THE YEAR ENDED 31 MARCH 2015

INTRODUCTION

Chuang’s China Investments Limited (‘‘Company’’) announced on 26 June 2015 that a final dividend of 3.0 HK cents per ordinary share of HK$0.05 each in the Company (‘‘Share’’) for the year ended 31 March 2015 (‘‘Final Dividend’’), if

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approved, would be paid to the shareholders of the Company (‘‘Shareholders’’) whose names appeared on the register of members of the Company at the close of the business on 11 September 2015. The Final Dividend will be paid by an allotment of new Shares (‘‘New Shares’’) credited as fully paid in accordance with the Memorandum of Association and Bye-laws of the Company in lieu of cash (‘‘Scrip Dividend Scheme’’) and that Shareholders may elect to receive cash wholly or partly in lieu of the scrip dividend. The New Shares will be issued by way of capitalisation of the Company’s profits. At the annual general meeting of the Company held on 31 August 2015, the Final Dividend was approved. The purpose of this circular is to set out the procedures and conditions which apply in relation to the Scrip Dividend Scheme.

PARTICULARS OF THE FINAL DIVIDEND

Shareholders may elect to receive the Final Dividend in one of the following ways:

• (a) an allotment of such number of New Shares credited as fully paid and having an aggregate market value (calculated as described below) equal to the total amount of Final Dividend which Shareholders could elect to receive in cash in respect of 3.0 HK cents per Share, subject to any fractional entitlement being disregarded as mentioned below; or

• (b) Final Dividend of 3.0 HK cents per Share in cash; or

• (c) partly in New Shares and partly in cash.

For the purpose of calculating the number of New Shares to be allotted on a prorata basis to Shareholders pursuant to the Scrip Dividend Scheme, the market value of each of the New Shares means the average value of the closing prices of one Share on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) for the five consecutive trading days up to and including 11 September 2015, being HK$0.455. The last day on which Shareholders will be entitled to make their choices of the above alternatives is 12 October 2015.

Accordingly, the number of New Shares which Shareholders will receive, in respect of the existing Shares registered in their names as at 11 September 2015 and for which elections to receive the Final Dividend in cash are not lodged with the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited (‘‘Branch Share Registrar’’), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 12 October 2015, will be calculated as follows:

Number of New Number of existing Shares held on 3.0 HK cents Shares to be = 11 September 2015 for which cash x received election is not made HK$0.455

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The New Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the existing issued Shares except that such New Shares themselves will not rank for the Final Dividend, and will rank in full for all future dividends and distributions which may be declared, made or paid. No Shareholder will be entitled to be issued any fraction of a Share under the Scrip Dividend Scheme. Fractional entitlements to Shares will be disregarded and the benefit thereof will accrue to the Company.

ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme will enable Shareholders to increase their holdings of Shares without incurring dealing costs or stamp duty. The Company will also benefit because, to the extent that Shareholders elect to receive New Shares, in whole or in part, such cash as would otherwise have been paid to Shareholders will be retained for use as working capital by the Company.

ELECTION OF THE SCRIP DIVIDEND SCHEME

If elections to receive the Final Dividend in cash were received in respect of all the existing Shares registered as at 11 September 2015, the total cash dividend payable by the Company would be approximately HK$48,231,000. If all registered Shareholders as at 11 September 2015 elected to receive all their entitlement to the Final Dividend in the form of New Shares, the Company will issue approximately 106,001,839 New Shares, representing an increase of approximately 6.59% of the number of Shares in issue as at 16 September 2015 being the latest practicable date prior to the printing of this circular.

Shareholders of the Company should note that the Scrip Dividend Scheme may give rise to notification requirements under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for those Shareholders who may have notifiable interests (as defined under the Securities and Futures Ordinance) in the Company. Shareholders of the Company who are in any doubt as to how these provisions may affect them are recommended to seek their own professional advice.

FORM OF ELECTION

Enclosed is a Form of Election. No action is required if you wish the Final Dividend which you are entitled to receive to be wholly satisfied by an allotment of New Shares on the basis mentioned above. Otherwise, if you wish to receive such dividend wholly in cash in lieu of New Shares, or partly in cash with the balance satisfied by an allotment of New Shares, you must complete the enclosed Form of Election in accordance with the instructions printed thereon and lodge it with the Company’s Branch Share Registrar in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 12 October 2015. If you have signed the Form of Election but do not specify the number of Shares in respect of which you wish to receive the dividend in cash or, if you elect to receive the dividend in cash in respect of a greater number of Shares than your registered holding, then in either case you will be deemed to have exercised your election to receive the dividend in cash in lieu of New Shares in respect of all the Shares registered in your name(s). No

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acknowledgement of receipt of Form of Election will be issued. The Form of Election also enables you to elect to receive all future dividends wholly in cash in lieu of New Shares until notice in writing to cancel such election is received by the Branch Share Registrar of the Company. Permanent elections cannot be made in respect of part of your registered holding.

If the Company’s Branch Share Registrar does not receive your completed and signed Form of Election by 4:30 p.m. on 12 October 2015, you will receive the whole of your Final Dividend in New Shares.

SHAREHOLDERS RESIDENT OUTSIDE HONG KONG

This circular and the Form of Election will not be registered in Hong Kong or any other jurisdiction. If you are resident outside Hong Kong, this circular and/or the Form of Election only constitute(s) an invitation to subscribe for New Shares if such an invitation can be legally made to you without the Company having to meet any legal or registration requirements outside Hong Kong.

Shareholders residing in a jurisdiction where it would be illegal for the Company to make such an invitation will be deemed to have received this circular and/or the Form of Election for information only.

At 11 September 2015, there were 15 overseas Shareholders residing in six jurisdictions, namely Australia, Canada, Macau, Malaysia, Singapore and the United Kingdom, who together held an aggregate of 33,724 Shares.

The Company has been advised by its legal advisers on the laws of Canada, Macau, Malaysia and Singapore. Having considered their advices, the Company is satisfied that either there is no legal restriction or there are exemptions available to the Company under the applicable legislation of these jurisdictions or requirement of any relevant regulatory body or stock exchange in these jurisdictions with respect to the offer of the New Shares to the overseas Shareholders with registered addresses in these jurisdictions as at 11 September 2015.

The Company has also been advised by legal advisers in Australia and the United Kingdom that, without complying with local approval and/or registration requirements and/or other formalities under the laws of these two jurisdictions, subject to the exception set out in the following paragraph, the Scrip Dividend Scheme may not be offered to overseas Shareholders with registered addresses in these two jurisdictions, as at 11 September 2015 (‘‘Excluded Shareholders’’). As it would not be cost-effective or expedient for the Company to comply with the approval and/or registration requirements and/or other formalities under the laws of these two jurisdictions, the Directors have decided that it would be expedient to exclude the Excluded Shareholders from the Scrip Dividend Scheme.

Therefore, the Form of Election will not be sent to the Excluded Shareholders generally. However, the Form of Election will be sent to those Excluded Shareholders who can prove to the satisfaction of the Company that such action would not result in a

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contravention of any applicable legal or regulatory requirements. Excluded Shareholders who wish to participate in the Scrip Dividend Scheme should notify the Company forthwith. In any event, the completed Forms of Election should be returned to and received by the Company’s Branch Shares Registrar by 4:30 p.m. on 12 October 2015. Excluded Shareholders, other than those participating in the Scrip Dividend Scheme in accordance with this paragraph, will receive their Final Dividend in cash in the usual way and this circular is sent to them for information purposes only.

For the avoidance of doubt, the New Shares are not offered to the public (other than the Shareholders) and the forms of election are non-transferable. Notwithstanding the legal advice taken by the Company, it is the responsibility of anyone wishing to participate in the Scrip Dividend Scheme to satisfy themselves as to full observance of the laws of any relevant territory, including obtaining any governmental or other consents which may be required. Overseas Shareholders who are in doubt as to their position should consult their own professional advisers.

CONDITIONS

The Scrip Dividend Scheme is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the New Shares.

LISTING AND DEALINGS

Shares issued by the Company have been admitted as eligible securities for deposit and settlement in the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited. Dealings in the Shares may be settled through the Central Clearing and Settlement System. Investors should seek the advice of their stockbrokers or other professional advisers for details of these settlement arrangements and how such arrangements will affect their rights and interests.

The Shares are listed and dealt in on the Stock Exchange. No equity or debt securities of the Company are listed or dealt in or for which listing or permission to deal in is being or is proposed to be sought in any other stock exchanges.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the New Shares to be issued pursuant to the Scrip Dividend Scheme. It is expected that share certificates in respect of such New Shares will be posted at the risk of those entitled thereto on 27 October 2015 and dealings in such Shares will commence on 28 October 2015. In the unlikely event that the New Shares are not admitted to listing by the Stock Exchange before 15 October 2015, the Forms of Election will be disregarded and the full cash dividend will be paid to the entitled Shareholders according to their registered shareholdings.

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DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Memorandum of Association and Bye-laws of the Company and the Companies Act 1981 of Bermuda will be available for inspection at Deacons at 5th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong during normal business hours up to and including the date which is 14 days from the date of this circular.

RECOMMENDATION AND ADVICE

New Shares issued to a Shareholder pursuant to an election to receive some or all of their Final Dividend in New Shares may be allocated in odd lots. No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of New Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

It is the Shareholders’ responsibility to decide in this regard whether or not to exercise their rights to receive cash in lieu of the scrip dividend. Whether or not it is to the Shareholders’ advantages to receive cash or New Shares, in whole or in part, depends upon their own individual circumstances. The effect on the tax position of any Shareholder will depend on that Shareholder’s particular circumstances. 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 stockbroker or other registered/licensed dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. Shareholders who are trustees are recommended to take professional advice as to whether the choice to receive cash or New Shares, in whole or in part, is within their powers and as to its effect having regard to the terms of the relevant trust instrument.

By order of the Board of Chuang’s China Investments Limited Ann Li Mee Sum Deputy Chairman

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