CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Jul 27, 2017

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 you should take, you should consult your stockbroker, licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chinese People Holdings Company 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 (the “Stock Exchange”) 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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CHINESE PEOPLE HOLDINGS COMPANY LIMITED ��������������� (incorporated in Bermuda with limited liability) (stock code: 681)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE SECURITIES, RE-ELECTION OF THE RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Chinese People Holdings Company Limited to be held at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Tuesday, 29 August 2017 at 1:30 p.m. is set out on pages 16 to 19 of this circular. A form of proxy for use at the annual general meeting is also enclosed.

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 the same to the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the meeting of the Company or adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjourned meeting thereof if they so wish.

28 July 2017

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	Buyback Mandate and Issuance Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
V.	Closure of Register of Members for the Attendance of Annual General Meeting . . . . . .	7
VI.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VII.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VIII.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory Statement – Buyback Mandate. . . . . . . . . . . . . . . . . . . . . . . .		9
Appendix II – Details of the retiring Directors proposed
	to be re-elected at the Annual General Meeting. . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

– i –

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Tuesday, 29 August 2017 at 1:30 p.m. or any adjournment thereof, to consider, if appropriate to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 19 of this circular

• “associate”

has the meaning ascribed to this term in the Listing Rules

• “Audit Committee” the audit committee of the Company

• “Auditor” an auditor of the Company

• “Board” the board of Directors from time to time

“Business Day” a day on which the Stock Exchange is open for the trading of securities “Buyback Mandate” as defined in paragraph II of the Letter from the Board “Bye-laws” the bye-laws of the Company as amended, supplemented or modified, if any, from time to time

• “Company” Chinese People Holdings Company Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on main board of the Stock Exchange

• “Companies Act” The Companies Act 1981 of Bermuda, as amended from time to time

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and includes any amendment, consolidation or reenactment thereof from time to time

• “core connected persons” has the meaning ascribed to this term in the Listing Rules

“Directors” the directors of the Company

– 1 –

DEFINITIONS

“Group”	the Company and its Subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Issuance Mandate”	as defined in paragraph II of the Letter from the Board
“Latest Practicable Date”	21 July 2017, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Nomination Committee”	the nomination committee of the Company
“PRC” or “China”	the People’s Republic of China, which for the purpose of
	this circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Remuneration Committee”	the remuneration committee of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended from time to time
“Share(s)”	fully paid-up ordinary share(s) of HK$0.07 each in the share
	capital of the Company
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary(ies)”	a subsidiary for the time being of the Company within the
	meaning of the Companies Ordinance and “Subsidiaries” shall
	be construed accordingly

– 2 –

DEFINITIONS

“Takeovers Code” “%”

the Hong Kong Code on Takeovers and Mergers, as amended from time to time

percent

– 3 –

LETTER FROM THE BOARD

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CHINESE PEOPLE HOLDINGS COMPANY LIMITED ��������������� (incorporated in Bermuda with limited liability) (stock code: 681)

Executive Directors:

Dr. Mo Shikang (Chairman) Mr. Zhang Hesheng Mr. Chu Kin Wang Peleus Mr. Fan Fangyi Miss Mo Yunbi

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office:

Independent non-executive Directors:

Dr. Liu Junmin Prof. Zhao Yanyun Mr. Sin Ka Man

No. 36 BDA International Business Park No. 2 Jingyuan North Street Economic Technological Development Area Beijing, 100176, China

Principal place of business in Hong Kong:

Unit 1101, 11st Floor, Tung Ning Building, 2 Hillier Street, Central, Hong Kong

28 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE SECURITIES, RE-ELECTION OF THE RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for the approval of (a) the granting of the Buyback Mandate and the Issuance Mandate to the Directors; and (b) the re-election of the retiring Directors and to seek your approval of the ordinary resolutions relating to these matters at the Annual General Meeting. The Board has confirmed that having made all reasonable enquiries, no Shareholder is required to abstain from voting on any of the resolutions as set out in the notice of the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

II. BUYBACK MANDATE AND ISSUANCE MANDATE

At the annual general meeting of the Company held on 9 September 2016, the Buyback Mandate was given to the Directors to repurchase securities and the Issuance Mandate was given to the Directors to issue securities. Both of them will lapse at the conclusion of the Annual General Meeting. At the Annual General Meeting, the respective ordinary resolutions shall be proposed:

• (a) to grant to the Directors a general mandate to exercise the powers of the Company to undertake repurchases of the Company’s securities up to a maximum of 10% of the number of issued Shares on the date of passing of the relevant ordinary resolution (the “ Buyback Mandate ”);

• (b) to grant a general mandate to the Directors to issue securities up to a maximum of 20% of the number of issued Shares on the date of passing of the relevant ordinary resolution (the “ Issuance Mandate ”); and

• (c) to extend the Issuance Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 6,944,954,136 Shares. On the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed:

• (1) to repurchase a maximum of 694,495,413 Shares under the Buyback Mandate during the period in which the Buyback Mandate remains in force; and

• (2) to issue a maximum of 1,388,990,827 Shares under the Issuance Mandate during the period in which the Issuance Mandate remains in force, it may extend subject to the terms stated in item (c) above.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in Resolutions Nos. 4 and 5 set out in the notice of the Annual General Meeting. The Directors wish to state that they have no present intention of issuing any securities.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

III. RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Bye-law 99 of the Company and pursuant to paragraph A4.2 of the Code on Corporate Governance Code and Corporate Governance Report (“ CG Code ”) annexed as Appendix 14 to the Listing Rules, the following Directors shall retire from the Board by rotation at the conclusion of the Annual General Meeting:

• (a) Dr. Mo Shikang, chairman of the Board and executive Director;

• (b) Mr. Zhang Hesheng, deputy chairman of the Board and executive Director; and

• (c) Mr. Sin Ka Man (“ Mr. Sin ”), independent non-executive Director.

Dr. Mo Shikang, Mr. Zhang Hesheng and Mr. Sin, being eligible, offer themselves for reelection at the Annual General Meeting.

As at the Latest Practicable Date, Mr. Sin has served as independent non-executive Director for more than 9 years since 23 December 2006. Pursuant to the code provision A.4.3 of the CG Code, (a) having served the Company for more than 9 years could be relevant to the determination of an independent non-executive Director’s independence and (b) if an independent non-executive Director has served more than 9 years, his further appointment should be subject to a separate resolution to be approved by the Shareholders.

The Company has received from Mr. Sin a written confirmation of independence pursuant to rule 3.13 of the Listing Rules. Mr. Sin has not engaged in any executive management of the Group. Along with the other independent non-executive Directors, he contributed to the Company by ensuring the interests of the Company and all the Shareholders. He made objective decisions and contributed to the Board with his valuable experiences for promoting the best interests of the Company and the Shareholders as a whole, and he demonstrated a firm commitment to his roles. The Board considered that the long service of Mr. Sin would not affect his exercise of independent judgements and is satisfied that Mr. Sin has the required character, integrity, experiences and profound knowledges to continue fulfilling the role of independent non-executive Director effectively. The Board also believes that Mr. Sin continued tenure brings considerable stability to the Board as there were changes in the composition of the Board during the year ended 31 March 2017. Taking into consideration of the above factors, the Directors considered Mr. Sin to be independent under the Listing Rules despite the fact that he has served the Company for more than 9 years. Accordingly, Mr. Sin will retire from the Board by rotation at the conclusion of the Annual General Meeting and, being eligible, would offer himself for re-election as Director by way of a separate resolution to be approved by the Shareholders at the Annual General Meeting.

The proposed re-election of all the retiring Directors in the Annual General Meeting have been recommended by the Nomination Committee and approved by the Board. Details of all the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

– 6 –

LETTER FROM THE BOARD

IV. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 16 to 19 of this circular. At the Annual General Meeting, the respective resolutions will be proposed to consider and, if thought fit, to approve, among other things, (a) the granting of the Buyback Mandate and the Issuance Mandate; (b) the extension of the Issuance Mandate to the Directors by the addition of the number of Shares repurchased pursuant to the Buyback Mandate; and (c) the re-election of the retiring Directors.

Pursuant to the Rules 13.39(4) of the Listing Rules, all resolutions to be proposed at the Annual General Meeting must be taken by poll and the Company must announce the results of the poll in according to the requirements of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. If you intend to appoint a proxy to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the Annual General Meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

V. CLOSURE OF REGISTER OF MEMBERS FOR THE ATTENDANCE OF ANNUAL GENERAL MEETING

The register of members of the Company will be closed from Thursday, 24 August 2017 to Tuesday, 29 August 2017 (both dates inclusive), for the purpose of determining the Shareholders eligibility to attend and vote at the Annual General Meeting and during which period no transfer of the Shares will be effected. In order to qualify for attendance of the Annual General Meeting, all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company’s branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 23 August 2017.

VI. RECOMMENDATIONS

The Board considers that the proposed granting of the Buyback Mandate, the Issuance Mandate, the extension of the Issuance Mandate to the Directors and the re-election of the retiring Directors are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

– 7 –

LETTER FROM THE BOARD

VII. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement – the Buyback Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully For and on behalf of the Board Mr. Fan Fangyi

Managing Director and Executive Director

– 8 –

APPENDIX I EXPLANATORY STATEMENT – BUYBACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information for your consideration of the proposed Buyback Mandate.

1. REASONS FOR SHARE BUYBACK

The Directors believe that the proposed granting of the Buyback Mandate is in the interests of the Company and its Shareholders.

Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares and other securities of the Company (if any) will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per share of the Company. Although the Directors have no present intention of repurchasing any securities, they believe that the flexibility afforded by the Buyback Mandate would be beneficial to the Company and its Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued shares of the Company comprised 6,944,954,136 Shares at HK$ 0.07 each. Subject to the passing of the ordinary resolution no. 4 set out in the notice of the Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 694,495,413 Shares during the period in which the Buyback Mandate remains in force.

The Shares repurchased by the Company under the Buyback Mandate will be automatically cancelled.

3. FUNDING OF REPURCHASES

In repurchasing securities of the Company under the Buyback Mandate, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.

Securities of the Company shall not be repurchased for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. The Directors propose that repurchases of securities of the Company under the Buyback Mandate in these circumstances would be financed from the Company’s internal resources or existing banking facilities.

– 9 –

EXPLANATORY STATEMENT – BUYBACK MANDATE

APPENDIX I

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2017) in the event that the Buyback 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 Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of securities to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

4. MARKET PRICES OF SHARES

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

2016 July August September October November December 2017 January February March April May June July (up to Latest Practicable Date)	Share Price (Per Share)
	Highest Lowest HK$ HK$ 0.125 0.110 0.136 0.108 0.145 0.128 0.146 0.131 0.145 0.125 0.130 0.110 0.123 0.108 0.122 0.110 0.117 0.108 0.110 0.092 0.102 0.090 0.098 0.088 0.094 0.079

– 10 –

APPENDIX I EXPLANATORY STATEMENT – BUYBACK MANDATE

5. DISCLOSURE OF INTEREST

As at the Latest Practicable Date, the interest of substantial Shareholders were as follows:

			Percentage of
			Shares to total
Substantial	Capacity in which	Number of	number of
Shareholders	Shares were held	Shares	Shares in issue*
			%
Ping Da Development Limited	Beneficial owner_(note)_	1,135,000,000	16.34
(“Ping Da”)
Dr. Mo Shikang (“Dr. Mo”)	Beneficial owner	608,917,695	8.77

• Note: Dr. Mo is beneficially interested in 1,135,000,000 Shares, which interests are held by Ping Da, a company wholly-owned by Dr. Mo.

• The percentage has been adjusted (if any) based on the total number of Shares in issue as at the Latest Practicable Date (i.e. 6,944,954,136 shares).

None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any close associates of the Directors, have any present intention to sell any Shares to the Company in the event that the Buyback Mandate is approved by Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the Buyback Mandate in accordance with the Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the Buyback Mandate is approved by its Shareholders.

– 11 –

APPENDIX I EXPLANATORY STATEMENT – BUYBACK MANDATE

If as a result of a repurchases of securities of the Company, 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 the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of such increase, could increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Assuming that the substantial Shareholders do not dispose of its Shares, if the Buyback Mandate were exercised in full, the percentage shareholdings of the substantial Shareholders before and after such repurchase would be as follows:

	Before Buyback	After Buyback
Substantial Shareholders	Mandate	Mandate
Dr. Mo	8.77%	9.74%
Ping Da	16.34%	18.16%

The Directors consider that such an increase would not give rise to an obligation on the part of any substantial Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code.

6. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company nor any of its subsidiaries (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

– 12 –

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

Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of the following Directors who stand for re-election at the Annual General Meeting.

Stated below are the details of the Directors who shall retire and be eligible for re-election at the Annual General Meeting according to the Bye-laws and the Listing Rules:

Dr. Mo Shikang , aged 59, is the chairman of the Board and an executive Director, he joined the Company since 30 April 2004. Dr. Mo is currently the chairman of the Nomination Committee and a member of the Remuneration Committee, the chairman of the board of Beijing Civigas Co., Ltd., a wholly-owned subsidiary of the Group and acts as director posts in certain principal subsidiaries of the Group. Dr. Mo holds a Bachelor degree in Sciences from Tianjin Education University, a Master degree in Economics from Tianjin University of Finance and Economics and a Doctor degree in Economics from Nankai University in the PRC. He is currently a part-time professor of Faculty of Statistics and a supervising tutor of master degree students in Renmin University of China. Dr. Mo has substantial experiences in the development and management of natural gas projects in the PRC. Dr. Mo, being the chairman of the Board, an executive Director, the chairman of the Nomination Committee and a member of the Remuneration Committee, is entitled to receive a Director’s emolument of HK$120,000 per month and also entitles to receive a discretionary bonus and is eligible for participating into the Company’s share option scheme. As at the Latest Practicable Date, Dr. Mo held 1,743,917,695 Shares (representing approximately 25.11% in the issued share capital of the Company) as beneficially owner in total within the meaning of Part XV of the SFO, in which 608,917,695 Shares was beneficially owned by him and 1,135,000,000 Shares was beneficially owned by Ping Da, a company which was legally, beneficially and wholly owned by Dr. Mo. Dr. Mo is the father of Miss Mo Yunbi, an executive Director.

Mr. Zhang Hesheng , aged 63, was appointed as a deputy chairman of the Board and an executive Director on 21 March 2005. Mr. Zhang is currently a member of the Remuneration Committee. Mr. Zhang holds a MBA degree from the La Trobe University in Australia. In late 1980s, Mr. Zhang joined the initial financial securities industry in the PRC, he has been engaged in provision of securities company businesses relating to securities and financial investment; securities brokerages; investment banking; financial research and analysis for Wanguo Holdings Limited, Guotai Securities Company Limited and Guotai Junan Securities Company Limited and acted as senior management. Mr. Zhang has extensive experiences in financial and capital markets. Mr. Zhang, being a deputy chairman of the Board, an executive Director and a member of the Remuneration Committee, is entitled to receive a Director’s emolument of HK$100,000 per month and also entitles to receive a discretionary bonus and is eligible for participating into the Company’s share option scheme. As at the Latest Practicable Date, Mr. Zhang held 323,271,282 Shares and 15,000,000 award Shares of the Company (representing approximately 4.87% in the issued share capital of the Company) as beneficially owner within the meaning of Part XV of the SFO.

– 13 –

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

APPENDIX II

Mr. Sin Ka Man , aged 50, is an independent non-executive Director. Mr. Sin joined the Company since 23 December 2006 and he is also the chairman of the Audit Committee and Remuneration Committee and a member of the Nomination Committee of the Company, respectively. Mr. Sin has over 20 years of professional experiences in auditing, accounting and financial management for both private and listed corporations. Mr. Sin is a member of the Hong Kong Institute of Certified Public Accountants (CPA), a fellow member of the Association of Chartered Certified Accountants (FCCA) and a certified practicing accountant of the CPA in the Australia. Mr. Sin is currently an vice-president of Huayu Expressway Group Limited (stock code: 01823) and is responsible for the accounting and financial management. Mr. Sin holds a Bachelor degree in Social Sciences from the University of Hong Kong, a Master degree in Finance from the University of Strathclyde in the United Kingdom and a Master degree in accounting from Curtin University of Technology in the Australia. Mr. Sin is an independent non-executive director of Easy One Financial Group Limited (stock code: 00221); Mr. Sin resigned as independent nonexecutive director of Sino Haijing Holdings Limited (stock code: 01106) on 14 April 2015, retired as independent non-executive director of Xtep International Holdings Limited (stock code: 01368) on 8 May 2017 and Infinity Financial Group (Holdings) Limited (stock code: 01152) on 6 June 2017, shares of these are listed on the Main Board of the Stock Exchange. Mr. Sin has entered into a service contract with our Company for three years but is subject to retirement by rotation and re-election in the Annual General Meeting in accordance with the provision of the Company’s Bye-laws and the Listing Rules. As at the Latest Practicable Date, Mr. Sin, being independent non-executive Director, the chairman of the Audit Committee and Remuneration Committee and a member of the Nomination Committee of the Company, is entitled to a remuneration package comprising a fixed basic salary of HK$10,000 per month and a discretionary bonus and is eligible for participating into the Company’s share option scheme. As at the Latest Practicable Date, Mr. Sin held 5,000,000 award Shares of the Company representing approximately 0.07% in the issued share capital of the Company) as beneficially owner within the meaning of Part XV of the SFO.

The Directors’ remuneration package of all the above retiring executive Directors have been determined with reference to their qualifications, experiences, level of responsibilities undertaken, the performance of the Group, profitability, industry remuneration benchmark and prevailing market conditions. Mr. Sin, independent non-executive Director, his remuneration package was with reference to his duties and responsibilities in the Company, all Directors’ remuneration package have been approved and/rectified by the Board and the Remuneration Committee. The emoluments of all the Directors are subject to annual review by the Remuneration Committee and the Board. Total remuneration paid to all the Directors for the year ended 31 March 2017 is set out in note 10 to the consolidated financial statements of the Company’s 2016/17 annual report. A resolution authorising, the Board to fix all Director’s remuneration for the year ending 31 March 2018 will be put forward at the Annual General Meeting for the Shareholders’ approval.

– 14 –

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

Save as disclosed above, and as the Latest Practicable Date, each of the abovementioned retiring Directors do not have any relationships with any Directors, senior management or substantial shareholders or the controlling shareholder of the Company nor hold or did not hold any directorships in other public listed companies in the last 3 years and other major appointments and qualifications.

Other than disclosed above, there is no other information to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules, and, as at the Latest Practicable Date, the retiring Directors have any interests in the Shares within the meaning of Part XV of the SFO.

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

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CHINESE PEOPLE HOLDINGS COMPANY LIMITED ���������������

(incorporated in Bermuda with limited liability) (stock code: 681)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chinese People Holdings Company Limited (the “ Company ”) will be held at the head office of Chinese People Holdings Company Limited, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Tuesday, 29 August 2017 at 1:30 p.m. for the following purposes:

1. To receive and adopt the audited financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2017.

2. To re-elect directors of the Company, to fix the maximum number of directors of the Company and to authorise the board of directors of the Company to fix their remuneration.

3. To re-appoint the retiring auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its securities, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of securities of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued shares of the Company (each a “ Share ”) on the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) 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 applicable laws to be held.”

• As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares and to make or grant offers, agreements and options which would or might require Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to:

• (i) a rights issue where Shares are offered to shareholders of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the directors of the Company 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong); or

• (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of shares or rights to acquire Shares of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company,

the total nominal amount of additional Shares or securities of the Company to be issued, allotted or dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the number of issued Shares on the date of passing of this resolution and the said approval shall be limited accordingly; 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) 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 applicable laws to be held.

• As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT the general mandate granted to the directors of the Company pursuant to resolution no. 5 above and for the time being in force to exercise the powers of the Company to issue, allot or deal with additional Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of securities in the capital of the Company repurchased by the Company pursuant to the exercise by the directors of the Company of the powers of the Company to purchase such securities since the granting of such general mandate referred to in the above resolution no. 4, provided that such amount shall not exceed 10% of the number of issued Shares on the date of passing of this resolution.”

By Order of the Board

Mr. Fan Fangyi Managing Director and Executive Director

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NOTICE OF ANNUAL GENERAL MEETING

As at the date of this circular, the Board comprises five Executive Directors namely, Dr. Mo Shikang (Chairman), Mr. Zhang Hesheng (Deputy Chairman), Mr. Chu Kin Wang Peleus (Deputy Chairman), Mr. Fan Fangyi (Managing Director) and Miss Mo Yunbi and three Independent Nonexecutive Directors namely, Dr. Liu Junmin, Prof. Zhao Yanyun and Mr. Sin Ka Man.

Beijing, 28 July 2017

Notes:

1. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote, on a poll, on his/her behalf. A proxy need not be a member of the Company.

2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders present at the Annual General Meeting personally or by proxy, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

3. A form of proxy for use in connection with the Annual General Meeting is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).

4. The register of members of the Company will be closed from Thursday, 24 August 2017 to Tuesday, 29 August 2017 (both dates inclusive), for the purpose of determining the shareholders of the Company (the ‘ ‘Shareholders ’’) eligibility to attend and vote at the annual general meeting of the Company to be held on Tuesday, 29 August 2017 (the “ 2017 AGM ”) and during which period no transfer of the shares of the Company will be effected. In order to qualify for attendance of the 2017 AGM, all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company’s branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 23 August 2017.

5. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of authority must be lodged with the Company’s Hong Kong share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjourned meeting thereof if they so wish.

6. All the resolutions set out in this notice shall be decided by poll.

7. The English language text of this circular shall prevail over the Chinese language text in case of inconsistency.

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