Chuang's China Investments Limited — Proxy Solicitation & Information Statement 2021

Aug 19, 2021

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

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of Chuang’s China Investments Limited (the ‘‘Company’’) will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 14 September 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

‘‘THAT:

• (i) the conditional sale and purchase agreement dated 29 June 2021 (‘‘SP Agreement’’) entered into amongst Chuang’s China Realty Limited (‘‘Purchaser’’), Energy Hero Limited and Fanus Limited (collectively as ‘‘Vendors’’), the Company (as the Purchaser’s guarantor) and Chuang’s Consortium International Limited (as the Vendors’ guarantor) (a copy of which has been produced at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification) in relation to, among other matters, the sale and purchase by the Vendors to the Purchaser of the entire issued share capital of Central Treasure Investments Limited (‘‘Central Treasure’’) and Easy Success Enterprises Limited (‘‘Easy Success’’) and the entire amount of the shareholders’ loans owing by Central Treasure and Easy Success to the respective Vendors immediately prior to the completion of the SP Agreement at an estimated consideration of approximately HK$586 million (subject to adjustments in accordance with the terms and conditions of the SP Agreement), the terms thereof and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

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• (ii) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval of the listing of, and permission to deal in, the ordinary shares to be issued by the Company in satisfaction of the consideration payable by the Purchaser under the SP Agreement (the ‘‘Consideration Shares’’), the directors of the Company be and are hereby granted the specific mandate to allot and issue the Consideration Shares and take all such steps and do all such acts as may be necessary or expedient in order to give effect to the same; and

• (iii) the directors of the Company (including any duly authorized committee of the board of directors) be and are hereby authorized to do all such things and acts and to execute all such documents which they consider necessary, desirable, or expedient in connection with (a) the implementation or completion of the SP Agreement and the transactions contemplated thereunder and/or (b) any variation, amendments or waiver of the terms of the SP Agreement.’’

By order of the Board of Chuang’s China Investments Limited Lee Wai Ching Company Secretary

Hong Kong, 20 August 2021

Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street 25th Floor Hamilton HM 11 Alexandra House Bermuda 18 Chater Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company.

2. To be valid, a form of proxy in the prescribed form, together with any power of attorney or other authority (if any), under which it is signed or a certified copy thereof must be deposited at the Company’s Hong Kong branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, located at Level 54, 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 SGM or any adjournment thereof (as the case may be).

3. The record date for determining the entitlement of the shareholders to attend and vote at the SGM will be Monday, 6 September 2021. All transfers of shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Progressive Limited, located at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 6 September 2021.

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1. For joint registered holders of any shares of the Company, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such shares as if the shareholder was solely entitled thereto, but if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

2. To safeguard the health and safety of attending shareholders and proxies and to reduce the risk of Covid19 spreading, the following precautionary measures will be taken at the SGM:

   • (i) compulsory body temperature check;

   • (ii) mandatory wearing of surgical face mask (please bring your own);

   • (iii) no refreshments will be served and no corporate gifts will be distributed;

   • (iv) no entry will be allowed to any person who is subject to mandatory quarantine order imposed by the HKSAR Government and any person who does not comply with the precautionary measures may be denied entry into the meeting venue; and

   • (v) in order to ensure appropriate social distancing, attendees will be assigned seats in different rooms or partitioned areas with telecommunication facilities, if appropriate.

Shareholders are strongly encouraged to appoint the chairman of the SGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the SGM in person.

Subject to the development of Covid-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.

As at the date of this announcement, Mr. Albert Chuang Ka Pun, Miss Ann Li Mee Sum, Mr. Edwin Chuang Ka Fung, Mr. Geoffrey Chuang Ka Kam and Mr. Neville Charles Kotewall are the Executive Directors of the Company, Mr. Dominic Lai is the Non-Executive Director of the Company, and Mr. Abraham Shek Lai Him, Mr. Andrew Fan Chun Wah, Dr. Eddy Li Sau Hung and Dr. Ng Kit Chong are the Independent Non-Executive Directors of the Company.

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