Dadi International Group Limited — Proxy Solicitation & Information Statement 2014

Jul 11, 2014

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 to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zhi Cheng Holdings Limited (the “ Company ”), you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

ZHI CHENG HOLDINGS LIMITED 智城控股有限公司 [*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUYBACK SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME;

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Fuchsia room, 3/F Gateway Hotel, Harbour City, Kowloon, Hong Kong on Wednesday, 13 August 2014 at 4:30 p.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Secretaries 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 the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

• For identification purpose only

12 July 2014

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate and Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Refreshment of the limit of the Existing Share Option Scheme . . . . . .	7
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II – Details of Directors proposed to be re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– ii –

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be convened and held on Wednesday, 13 August 2014 at 4:30 p.m. to consider and, if thought fit, approve, among other things, the proposed grant of the General Mandate and the Buyback Mandate; the proposed re-election of Directors; and the Proposed Refreshment

• “associate(s)” has the meaning ascribed thereto in the GEM Listing Rules

• “Board” the board of Directors

• “Buyback Mandate”

• the buyback mandate proposed to be granted to the Directors at the AGM to buyback up to 10% of the aggregate nominal amount of the issued and fully paid up share capital of the Company as at the date of granting of the Buyback Mandate

• “Bye-laws(s)” the bye-laws of the Company (as amended from time to time)

• “Company” Zhi Cheng Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on GEM

• “Directors” the directors of the Company

– 1 –

DEFINITIONS

• “Eligible Participant(s)”

full-time or part-time employees of the Group (including any directors, whether executive or non-executive and whether independent or not, of the Company) and any suppliers, customers, consultants, agents, advisers, service provider, any person or entity that provides research, development or other technological support to the Group or any Invested Entity, any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity and partner or joint venture partner of the Company or any Subsidiary or any Invested Entity, or any person who, in the sole discretion of the Board, has contributed or may contribute to the Group or any Invested Entity eligible for Options under the Existing Share Option Scheme

• “Existing Scheme Limit”

• the existing Scheme Mandate Limit under the Existing Share Option Scheme, which set out the maximum number of Options that may be granted by the Company to the Eligible Participants, being 10% of the issued share capital of the Company as at the date of the adoption of the Existing Share Option Scheme

• “Existing Share Option Scheme” the existing share option scheme of the Company adopted by the Company on 25 September 2012

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “General Mandate”

• the general mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of granting of the General Mandate

• “Group” the Company and all of its Subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Invested Entity”

• any entity in which the Group holds any equity interest

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DEFINITIONS

• “Latest Practicable Date” 10 July 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Old Share Option Scheme” the share option scheme adopted by the Company by way of Shareholders’ resolution on 2 August 2002 and expired on 1 August 2012

• “Options” the options granted under the Existing Share Option Scheme to subscribe for Shares in accordance with the terms thereof

• “Proposed Refreshment” the proposed refreshment of the Scheme Mandate Limit under the Existing Share Option Scheme at the AGM

• “Scheme Mandate Limit”

• the maximum number of Shares which may be allotted and issued upon the exercise of all Options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Existing Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the issued Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subsidiary(ies)” means a company which is for the time being and from time to time a subsidiary (within the meaning of the section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as modified from time to time) of the Company

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%” per cent.

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LETTER FROM THE BOARD

ZHI CHENG HOLDINGS LIMITED 智城控股有限公司 [*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

Executive Directors:

Mr. Lien Wai Hung Mr. Lui Wing Fong, Alexander Mr. Wei Shu Jun Mr. Chan Wai Kwong, Peter

Registered office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors:

Mr. Ho Chun Ki, Frederick Mr. Lai Miao Yuan Mr. Chong Yiu Kan, Sherman Mr. Tam Kin Yip

Head office and principal place of business in Hong Kong: Suites 802-4, 8th Floor Ocean Centre, Harbour City 5 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

12 July 2014

To the Shareholders,

Dear Sirs or Madams,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUYBACK SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

(3) PROPOSED REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the General Mandate and the Buyback Mandate to the Directors; (ii) the re-election of Directors; and (iii) the Proposed Refreshment.

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandate and the Buyback Mandate, the re-election of Directors, the Proposed Refreshment and the notice of the AGM.

• For identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATE AND BUYBACK MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Buyback Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying Shares (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate nominal amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares buyback pursuant to the Buyback Mandate. Details on the Buyback Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 451,315,066 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or buyback between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 90,263,013 Shares.

Buyback Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to buyback Shares (i.e. the Buyback Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued and fully paid up share capital of the Company as at the date of granting of the Buyback Mandate.

Subject to the passing of the resolution for the approval of the Buyback Mandate and on the basis that no further Shares are issued or buyback between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buyback Mandate to buyback a maximum of 45,131,506 Shares.

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LETTER FROM THE BOARD

The General Mandate (including the extended General Mandate) and the Buyback Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Buyback Mandate up to (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 Bye-laws, the Companies Act 1981 of Bermuda (as amended) or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Buyback Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

An explanatory statement in connection with the Buyback Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM 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 Buyback Mandate.

RE-ELECTION OF DIRECTORS

According to Bye-law 84(1), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.

In accordance with Bye-law 84(1), each of Mr. Chong Yiu Kan, Sherman and Mr. Tam Kin Yip shall retire from office by rotation at the AGM. Being eligible, each of Mr. Chong Yiu Kan, Sherman and Mr. Tam Kin Yip will offer himself for re-election as an independent non-executive Director respectively.

In accordance with Bye-law 83(2), any Director appointed as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. As such, in accordance with Bye-law 83(2), each of Mr. Wei Shu Jun and Mr. Chan Wai Kwong, Peter shall retire from his office as Director. Being eligible, each of Mr. Wei Shu Jun and Mr. Chan Wai Kwong, Peter will offer himself for re-election as an executive Director.

At the AGM, ordinary resolutions will be proposed to re-elect Mr. Wei Shu Jun and Mr. Chan Wai Kwong, Peter as executive Directors, Mr. Chong Yiu Kan, Sherman and Mr. Tam Kin Yip as independent non-executive Directors.

Particulars relating to Mr. Wei Shu Jun, Mr. Chan Wai Kwong, Peter, Mr. Chong Yiu Sherman and Mr. Tam Kin Yip are set out in Appendix II to this circular.

– 6 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company pursuant to an ordinary resolution of the Company passed on 25 September 2012. The Old Share Option Scheme has expired on 1 August 2012. The options granted under the Old Share Option Scheme has been exercised or lapsed and no options under the Old Share Option Scheme were outstanding. The Scheme Mandate Limit was set at 10% of the Shares in issue as at the date of adoption of the Existing Share Option Scheme in compliance with the GEM Listing Rules. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Options previously granted under the Existing Share Option Scheme or any other share option scheme(s) of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the relevant scheme rules) shall not be counted for the purpose of calculating the limit as refreshed.

Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Existing Share Option Scheme or other schemes at any time will not exceed 30% of the Shares in issue from time to time. The Board undertakes that no Options shall be granted under the Existing Share Option Scheme or any scheme(s) of the Company if this will result in the 30% limit being exceeded.

The Board considers that it is in the interests of the Company to refresh the Scheme Mandate Limit to permit the granting of further Options so as to provide incentives to, and recognise the contributions of, the Eligible Participants. The Board therefore decided to seek the approval of the Shareholders at the AGM to refresh the Scheme Mandate Limit.

As at the Latest Practicable Date, the Company has 451,315,066 Shares currently in issue. During the period from 25 September 2012 to the Latest Practicable Date, under the Existing Share Option Scheme, 32,600,000 Options were granted on 4 December 2012, 31,840,000 Options were granted on 4 December 2013 and 6,720,000 Options were granted on 7 January 2014. As such, an aggregate of 71,160,000 Options were granted under the Existing Share Option Scheme, entitling the holders thereof to subscribe for up to an aggregate of 71,160,000 Shares, representing approximately 15.77% of the issued share capital of the Company. As at the Latest Practicable Date, 35,680,000 Options so far granted have been exercised, none of the Options so far granted have been cancelled and 13,040,000 Options so far granted have been lapsed. As at the Latest Practicable Date, there are an aggregate of 22,440,000 Options remained outstanding and not yet exercised. The Company has complied with Rule 23.03(4) of the GEM Listing Rules for the aforesaid Options granted. If the refreshment of the Existing Scheme Limit is approved at the AGM, based on the 451,315,066 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued up to the date of the AGM, the Company will be authorised to grant Options under the Existing Share Option Scheme for subscription of up to a total of 45,131,506 Shares, representing approximately 10% of the issued share capital of the Company as at the date of the AGM. Any remaining available Options that are not granted under the Existing Scheme Limit, will not be

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LETTER FROM THE BOARD

granted in the future upon the approval of the Proposed Refreshment at the AGM. The total number of Shares which may be issued upon exercise of the “refreshed” Existing Scheme Limit of 45,131,506 Shares together with all outstanding Options as at the Latest Practicable Date carrying the right to subscribe for 22,440,000 Shares is 67,571,506 Shares, representing approximately 14.97% of the total number of Shares in issue as at the date of AGM. No Options may be granted if this will result in the number of Shares which may be issued upon exercise of all Options granted and yet to be exercised under the Existing Share Option Scheme and any other share option schemes of the Company exceeds the 30% limit. As at the Latest Practicable Date, the Company has not adopted any share option schemes other than the Existing Share Option Scheme.

Conditions of the Proposed Refreshment

The Proposed Refreshment is conditional upon:

1. the passing of the ordinary resolution by the Shareholders at the AGM to approve the Proposed Refreshment; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may be issued and allotted upon the exercise of the subscription rights attaching to the Options that may be granted under the refreshed limit of the Existing Share Option Scheme, up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of Options to be granted under the refreshed Existing Scheme Limit.

Reasons for the Refreshment of Scheme Mandate Limit

The Refreshment of Scheme Mandate Limit will enable the Company to grant further Options to Eligible Participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and Shareholders as a whole.

AGM

A notice convening the AGM to be held at Fuchsia room, 3/F Gateway Hotel, Harbour City, Kowloon, Hong Kong on Wednesday, 13 August 2014 at 4:30 p.m. is set out on pages 16 to 20 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the General Mandate (including the extended General Mandate) and the Buyback Mandate, the re-election of Directors and the Proposed Refreshment.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of

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LETTER FROM THE BOARD

proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Tricor Secretaries 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 the holding of 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 should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

RECOMMENDATION

The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Buyback Mandate; the proposed re-election of Directors and the Proposed Refreshment are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Yours faithfully

For and on behalf of the Board of

Zhi Cheng Holdings Limited Lien Wai Hung

Chairman

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

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

1. Buyback of securities from connected parties

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company under the Buyback Mandate if the Buyback Mandate is approved at the AGM and exercised.

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buyback Mandate is passed.

2. Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 451,315,066 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Buyback Mandate and on the basis that no further Shares are issued or buyback by the Company prior to the AGM, the Company will be allowed under the Buyback Mandate to buyback a maximum of 45,131,506 fully paid Shares, representing approximately 10% of the issued share capital of the Company as at the date of passing of the resolution.

3. Reasons for the buyback

The Directors believe that the Buyback Mandate is in the best interests of the Company and its shareholders as a whole. An exercise of the Buyback Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a buyback will benefit the Company and the Shareholders as a whole.

4. Funding of buyback

Buybacks would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under Bermuda law and the memorandum of association of the Company and the Bye-laws and for such purpose.

An exercise of the Buyback Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 March 2014, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any buyback in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

5. Share prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2013
July	0.570	0.450
August	0.740	0.480
September	0.800	0.570
October	0.850	0.680
November	0.820	0.580
December	0.730	0.550
2014
January	0.710	0.550
February	0.700	0.580
March	0.950	0.630
April	1.040	0.780
May	0.940	0.700
June	0.800	0.355
July (up to the Latest Practicable Date)	0.440	0.370

6. Disclosure of interests and minimum public holding

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 buyback pursuant to the Buyback Mandate in accordance with the GEM Listing Rules and applicable laws of Bermuda.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to buyback Shares pursuant to the Buyback Mandate, 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.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares then in issue:

		Percentage of the
		Company’s issued
Name of shareholder	Interest in shares	share capital
Growth Harvest Limited (Note)	64,640,710	14.32%
Treasure Bonus Limited (Note)	64,640,710	14.32%
Ms. Tan Ting Ting (Note)	64,640,710	14.32%

In the event that the Directors exercise in full the power to buyback Shares in accordance with the Buyback Mandate, the total interests of the above Shareholders in the Shares would be increased to:

Name	Percentage holding
Growth Harvest Limited	15.91%
Treasure Bonus Limited	15.91%
Ms. Tan Ting Ting	15.91%

Note: Treasure Bonus Limited (“Treasure Bonus”) owns 72% of the issued share capital of Growth Harvest Limited and Treasure Bonus are wholly and beneficially owned by Ms. Tan Ting Ting. Each of Treasure Bonus and Ms. Tan Ting Ting is deemed to be interested in the 64,640,710 Shares.

On the basis of the current shareholdings of the above Shareholders, an exercise of the Buyback Mandate in full will not result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed, the Directors are not aware of any consequences which may arise under the Takeovers Code as consequences of any purchase made under the Buyback Mandate.

The Directors have no intention to exercise the Buyback Mandate to such an extent that will result in a requirement of any of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. Shares buyback made by the Company

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Mr. Wei Shu Jun (“Mr. Wei”)

Mr. Wei, aged 45, worked for Winton Bright (Groups) Limited in Hong Kong as the marketing manager and the chief financial director respectively from 1993 to 2001. Mr. Wei was the general manager of 上海宇坤置業發展有限公司 (Shanghai Yu Kun Property Development and Investment Company Limited[#] ) from 2002 to 2007 and he was the general manager of 上海境坊投資有限公司 (Shanghai Jing Fang Investment Company Limited #) from 2007 to 2011. From 2011 to present, Mr. Wei is the general manager of 上海文陽企業發展有 限公司 (Shanghai Wen Yang Enterprise Development Company Limited[#] ), which is engaged in financial services business and Mr. Wei is responsible for financial arrangements of the company. Mr. Wei was an executive director of China Boon Holdings Limited (currently known as Anxian Yuan China Holdings Limited) (Stock Code: 922) between August and December 2011 which is listed on the main board operated by the Stock Exchange.

Mr. Wei has not entered into a service contract with the Company. In accordance with the bye-laws of the Company, Mr. Wei is subject to retirement by rotation and re-election at the Company’s general meetings. Mr. Wei will receive a Director’s fee of HK$960,000 per annum which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation. The Director’s fee for Mr. Wei will be reviewed annually by the Board with reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Save as disclosed above, Mr. Wei did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Wei does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.

(2) Mr. Chan Wai Kwong, Peter (“Mr. Chan”)

Mr. Chan, aged 61, graduated with a bachelor degree in Social Science (Economics) from The University of Western Ontario, Canada in 1978. Mr. Chan has over 20 years’ experience in marketing and business development. He was an executive director of China Solar Energy Holdings Limited (a company listed on the main board of the Stock Exchange with Stock Code: 155) from 8 April 2002 to 30 April 2012. He was also an independent non-executive director of Tai Shing International (Holdings) Limited (a company listed on GEM with Stock Code: 8103) from 25 January 2011 to 15 March 2012. Mr. Chan is currently an executive director of Gold Tat Group International Limited since 27 March 2003 (a company listed on the GEM with Stock Code: 8266) and an independent non-executive director of Century Ginwa Retail Holdings Limited since 24 September 2004 (a company listed on the main board of the Stock Exchange with Stock Code: 162).

The English transliteration of Chinese names in this announcement where indicated, is included for information purpose only, and shall not be regarded as the official English names of such Chinese names.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Chan has not entered into a service contract with the Company. In accordance with the bye-laws of the Company, Mr. Chan is subject to retirement by rotation and re-election at the Company’s general meetings. Mr. Chan will receive a Director’s fee of HK$960,000 per annum which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation. The Director’s fee for Mr. Chan will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Save as disclosed above, Mr. Chan did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Chan does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.

(3) Mr. Chong Yiu Kan, Sherman (“Mr. Chong”)

Mr. Chong, aged 51, obtained a Master Degree in Business Administration from the University of Hong Kong. Mr. Chong is a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and has over 26 years of working experience in auditing, accounting, taxation and management consultancy. Mr. Chong is the sole proprietor of Sherman Chong & Co. (CPA). Mr. Chong is currently an independent non-executive Director of Beautiful China Holdings Company Limited which is listed on the main board operated by the Stock Exchange.

Mr. Chong has not entered into a service contract with the Company. In accordance with the bye-laws of the Company, Mr. Chong is subject to retirement by rotation and re-election at the Company’s general meetings. Mr. Chong will receive a Director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation. The Director’s fee for Mr. Chong will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Save as disclosed above, Mr. Chong did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Chong does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.

(4) Mr. Tam Kin Yip (“Mr. Tam”)

Mr. Tam, aged 40, is a practising Barrister-At-Law in Hong Kong and has over 11 years’ experience in litigation. Mr. Tam has obtained a Postgraduate Certificate in Laws at the University of Hong Kong in 2000 and called to the Bar of Hong Kong in 2000. Mr. Tam became an associate of Hong Kong Institute of Arbitrators in 2006 and was a part-time lecturer in Department of Professional Legal Education at the University of Hong Kong in 2010. Mr. Tam was appointed as the 9th Political Consultative member of Gaozhou City, Guangdong province by the Chinese Peoples’ Political Consultative Conference in 2011.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Tam has not entered into a service contract with the Company. In accordance with the bye-laws of the Company, Mr. Tam is subject to retirement by rotation and re-election at the Company’s general meetings. Mr. Tam will receive a Director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation. The Director’s fee for Mr. Tam will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Save as disclosed above, Mr. Tam did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Tam does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no information relating to Mr. Wei, Mr. Chan, Mr. Chong and Mr. Tam that are required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules. Save as disclosed above, there is no other matter in relation to the re-election of Mr. Wei, Mr. Chan, Mr. Chong and Mr. Tam that needs to be brought to the attention of the Shareholders.

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NOTICE OF AGM

ZHI CHENG HOLDINGS LIMITED 智城控股有限公司 [*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Zhi Cheng Holdings Limited (the “ Company ”) will be held at Fuchsia room, 3/F Gateway Hotel, Harbour City, Kowloon, Hong Kong on Wednesday, 13 August 2014 at 4:30 p.m. for the following purposes:

AS ORDINARY RESOLUTIONS:

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the “ Directors ”) and auditors of the Company for the year ended 31 March 2014;

2. (a) To re-elect Mr. Wei Shu Jun as executive Director;

3. (b) To re-elect Mr. Chan Wai Kwong, Peter as executive Director;

4. (c) To re-elect Mr. Chong Yiu Kan, Sherman as independent non-executive Director;

5. (d) To re-elect Mr. Tam Kin Yip as independent non-executive Director; and

6. (e) To authorise the board of Directors to fix the Directors’ remuneration;

7. To re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration;

8. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprise Markets (the “ GEM ”) of The Stock Exchange of Hong Kong Limited (the “ Stock

• For identification purpose only

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NOTICE OF AGM

Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital 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) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing 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 bye-laws of the Company (the “ Bye-laws ”) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on 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 nominal amount of any share capital of the Company buyback by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 5),

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

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of 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 Bye-laws, the Companies Act 1981 of Bermuda (as amended) (the “ Companies Act ”) or any other applicable law of Bermuda to be held; and

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NOTICE OF AGM

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT :

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of 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 Bye-laws, the Companies Act or any other applicable law of Bermuda to be held; and

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NOTICE OF AGM

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

• To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

1. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of, the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by an ordinary resolution of the Company passed on 25 September 2012 in the manner as set out in paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the Shares in issue as at the date of passing of this resolution be and is hereby approved, and

• (b) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

Yours faithfully For and on behalf of the board of directors of

Zhi Cheng Holdings Limited Lien Wai Hung

Chairman

Hong Kong, 12 July 2014

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NOTICE OF AGM

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Suite 802-4, 8th Floor Ocean Centre, Harbour City 5 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish.

3. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

4. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to buyback Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular.

5. Any voting at the annual general meeting shall be taken by poll.

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