CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Feb 1, 2018

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Chinese People Holdings Company Limited (the “ Company ”) will be held at the head office of the Company, Conference Room, 1st Floor, No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, China on Friday, 9 March 2018 at 1:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) subject to the fulfilment of the terms and conditions set out in the subscription agreement (the “ Subscription Agreement ”) dated 29 December 2017 (a copy of the Subscription Agreement has been produced to the SGM marked “A” and initialled by the chairman of the SGM for the purpose of identification), and entered into between the Company and Dr. Mo Shikang (“ Dr. Mo ”), in relation to the subscription for 1,888,865,067 new ordinary shares (the “ Subscription Shares ”) of HK$0.07 in the capital of the Company at the subscription price of HK$0.104 per Subscription Share by Dr. Mo, the Subscription Agreement, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) subject to the fulfilment of the conditions of the Subscription Agreement, any one director of the Company (“ Director(s) ”) be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Subscription Agreement, including but without limitation, the specific mandate to allot and issue the Subscription Shares to Dr. Mo pursuant to the Subscription Agreement; and

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• (c) any one Director be and is hereby authorised to do all such things and acts of administrative nature as he may in his discretion consider necessary, expedient or desirable for the purpose of or in connection with the implementation of the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the Subscription Agreement.”

• “ THAT , subject to the passing of the ordinary resolution no. 1 above, and subject to the granting of the waiver from the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any his delegate(s) pursuant to Note 1 on Dispensations from Rule 26 of the Code on Takeovers and Mergers of the obligation on the part of Dr. Mo to make a mandatory general offer to shareholders of the Company for all securities of the Company (other than those already owned or agreed to be acquired by Dr. Mo and parties acting or presumed to be acting in concert with him) as a result of the allotment and issue of the Subscription Shares under the Subscription Agreement (the “ Whitewash Waiver ”) and the satisfaction of all conditions (if any) attached thereon, the Whitewash Waiver be and is hereby approved, and that any one Director be and is hereby authorised to do all such acts and things and execute all such documents as he may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and/or giving effect to any of the matters relating to, or incidental to, the Whitewash Waiver.”

By order of the Board

Chinese People Holdings Company Limited Mr. Fan Fangyi Managing Director and Executive Director

Hong Kong, 2 February 2018

Registered office : Head office: Principal place of business Canon’s Court No. 36 BDA International Business Park in Hong Kong: 22 Victoria Street No. 2 Jingyuan North Street Unit 1101, 11th Floor Hamilton HM 12 Economic Technological Development Area Tung Ning Building Bermuda Beijing, China 2 Hillier Street, Central Hong Kong

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Notes:

1. A member of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

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

4. Completion and return of the form of proxy will not preclude members from attending and voting at the SGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions to be proposed at the SGM convened by this notice will be voted on by way of poll.

6. The register of members of the Company will be closed from Tuesday, 6 March 2018 to Friday, 9 March 2018 (both days inclusive) for the purpose of determining the shareholders’ eligibility to attend and vote at the SGM and during which period no transfer of shares in the Company shall be registered. In order to qualify for the entitlement to attend and vote at the SGM, all completed transfers forms accompanied by the relevant share certificates of the Company must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 5 March 2018.

As at the date of this announcement, 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.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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