Design Capital Limited — Proxy Solicitation & Information Statement 2013

Apr 29, 2013

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in King Stone Energy Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed 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 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.

KING STONE ENERGY GROUP LIMITED 金 山 能 源 集 團 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 00663)

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 7603, 76th Floor, The Center, 99 Queen’s Road Central, Hong Kong at 11:30 a.m. on Friday, 31 May 2013 is set out on pages 18 to 22 of this circular.

A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the 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 meeting or any adjournment thereof should you so wish.

30 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue new Shares and to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of Directors to be re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

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 held at Unit
	7603, 76th Floor, The Center, 99 Queen’s Road Central, Hong
	Kong at 11:30 a.m. on Friday, 31 May 2013, notice of which is
	set out on pages 18 to 22 of this circular, or any adjournment
	thereof
‘‘Articles of Association’’	the memorandum and articles of association of the Company as
	amended, supplemented or modified from time to time
‘‘associate(s)’’	has the meaning ascribed to it under the Listing Rules
‘‘Board’’	the board of Directors
‘‘Companies Ordinance’’	the Companies Ordinance (Chapter 32 of Laws of Hong Kong),
	as amended from time to time
‘‘Company’’	King Stone Energy Group Limited, a company incorporated in
	Hong Kong with limited liability and the Shares of which are
	listed on the main board of the Stock Exchange
‘‘connected person(s)’’	has the meaning ascribed to it under the Listing Rules
‘‘Directors’’	the directors of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong Dollar, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Issue Mandate’’	the proposed general mandate to issue Shares to be granted to the
	Directors at the AGM
‘‘Latest Practicable Date’’	25 April 2013, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
‘‘Listing Committee’’	the listing committee of the Stock Exchange
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Notice’’	the notice convening the AGM as set out on pages 18 to 22 of
	this circular

– 1 –

DEFINITIONS

‘‘Option(s)’’ the share option(s) granted by the Company under the 2002 Share Option Scheme and Share Option Scheme

• ‘‘Repurchase Mandate’’ the proposed general mandate to repurchase Shares to be granted to the Directors at the AGM

• ‘‘Scheme Mandate Limit’’ the maximum number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme

• ‘‘SFO’’ Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong)

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 30 May 2012

• ‘‘Share(s)’’ share(s) of HK$0.10 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Code on Takeovers and Mergers

• ‘‘2002 Share Option Scheme’’ the share option scheme adopted by the Company on 28 May 2002 and expired on 27 May 2012

• ‘‘2012 AGM’’ the annual general meeting of the Company held on 30 May 2012 ‘‘%’’ per cent.

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LETTER FROM THE BOARD

KING STONE ENERGY GROUP LIMITED 金 山 能 源 集 團 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 00663)

Executive Directors:

• Mr. Xu Zhendong

• Mr. Zong Hao

• Mr. Zhang Wanzhong

• Mr. Tian Wenwei

• Mr. Xu Zhuliang

Registered office and Principal place of business in Hong Kong: Unit 7603, 76th Floor The Center 99 Queen’s Road Central Hong Kong

• Mr. Benjamin Clark Danielson

Non-Executive Director:

Mr. Zhang Yongli

Independent Non-Executive Directors:

Mr. Chiu Sui Keung

Mr. Li Peiming

Mr. Lu Binghui

Mr. Lee Ping

30 April 2013

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,

REFRESHMENT OF SCHEME MANDATE LIMIT, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM to be held on 31 May 2013 and to provide you with information regarding the ordinary resolutions to be proposed at the AGM relating to (i) the granting to the Directors of the Issue Mandate and the Repurchase Mandate; (ii) the refreshment of the Scheme Mandate Limit and (iii) the re-election of Directors.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

At the 2012 AGM, general mandates were granted to the Directors authorising them, inter alia, (a) to exercise the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at 30 May 2012; (b) to repurchase Shares not exceeding 10% of the issued share capital of the Company as at 30 May 2012; and (c) to extend the general mandate to issue Shares by the number of Shares purchased under the repurchase mandate mentioned in (b) above. Such general mandates would expire at the earlier of (i) the conclusion of the AGM or (ii) the date on which the ordinary resolutions approving such mandates are revoked or varied by the Shareholders in a general meeting of the Company. Such mandate has not been utilised as at the Latest Practicable Date and will lapse at the conclusion of the AGM.

Accordingly, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates authorising them, inter alia, (a) to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of such resolution; (b) to repurchase Shares not exceeding 10% of the issued share capital of the Company as at the date of the passing of such resolution and (c) subject to the passing of the proposed ordinary resolutions to approve the Issue Mandate and the Repurchase Mandate at the AGM, to extend the Issue Mandate by the number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, there were 2,984,284,168 Shares in issue. Subject to the passing of the ordinary resolutions to approve the Issue Mandate and the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 596,856,833 Shares under the Issue Mandate (assuming the Repurchase Mandate has not been utilized) and to repurchase up to a maximum of 298,428,416 Shares under the Repurchase Mandate.

The Directors have no present intention to exercise the Issue Mandate to issue and allot Shares and to exercise the Repurchase Mandate to repurchase Shares.

An explanatory statement providing all the information required under the Listing Rules regarding the Repurchase Mandate is set out in Appendix I to this circular.

REFRESHMENT OF SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme on 30 May 2012 in compliance with Chapter 17 of the Listing Rules after expiry of 2002 Share Option Scheme on 27 May 2012. Pursuant to the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other scheme(s) of the Company (if any) shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of approval of the Share Option Scheme. The Scheme Mandate Limit may be refreshed by the Shareholders in general meeting from time to time provided that:

• (i) the Scheme Mandate Limit as refreshed shall not exceed 10% of the total number of Shares in issue as at the date of approval of the refreshment of the Scheme Mandate Limit;

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LETTER FROM THE BOARD

• (ii) options previously granted under the Share Option Scheme and any other scheme(s) of the Company (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other scheme(s) of the Company) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed; and

• (iii) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other scheme(s) of the Company (if any) must not exceed 30% of the total number of Shares in issue from time to time.

At the 2012 AGM, the Scheme Mandate Limit was refreshed to allow the Company to grant options entitling the holders thereof to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approval of such refreshment, which amounted to 142,872,916 Shares.

During the period from the 2012 AGM and up to the Latest Practicable Date, no Options have lapsed and no Options were granted, exercised or cancelled under the 2002 Share Option Scheme or the Share Option Scheme. As at the Latest Practicable Date, there were Options which remain outstanding and unexercised under the 2002 Share Option Scheme to which the holders were entitled to subscribe 24,616,000 Shares representing approximately 0.82% of the issued share capital of the Company as at the Latest Practicable Date.

Based on 2,984,284,168 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and repurchased between the Latest Practicable Date and the date of the AGM, if the refreshment of the Scheme Mandate Limit is approved at the AGM, the Scheme Mandate Limit will be refreshed to 298,428,416 Shares and the Company will be allowed to grant options under the Share Option Scheme and any other share option scheme(s) of the Company (if any) entitling holders thereof to subscribe for a maximum of 298,428,416 Shares, representing 10% of the Shares in issue as at the Latest Practicable Date.

To the extent that there are any unutilised options under the Scheme Mandate Limit as approved by the Shareholders on 30 May 2012, all such unutilised options will be considered as lapsed upon the approval of the refreshment of the Scheme Mandate Limit at the AGM and the Company will not be allowed to grant any further options pursuant thereto. No options may be granted if it would result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company (if any) exceed 30% of the Shares in issue from time to time.

The Directors consider that given the increase in issued share capital of the Company after the 2012 AGM as a result of the subscription for 1,555,555,000 Shares by Jade Bird Strategic Investment (details of which please refer to the announcement and the circular of the Company dated 17 October 2012 and 15 November 2012 respectively), the Company should refresh the Scheme Mandate Limit so that the Company will have more flexibility to provide incentives or rewards to participants for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. The Directors consider that the refreshment of the Scheme Mandate Limit will be for the benefit of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional on:

• (a) the passing of the necessary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM; and

• (b) the Listing Committee granting the listing of, and permission to deal in, such number of Shares which may fall to be issued pursuant to the exercise of the options granted under the Scheme Mandate Limit as refreshed.

An ordinary resolution will be proposed at the AGM to approve the refreshment of the Scheme Mandate Limit. Application will be made to the Listing Committee for the grant of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of options granted under the Scheme Mandate Limit as refreshed.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles of Association, Mr. Xu Zhendong, Mr. Zhang Wanzhong, Mr. Zong Hao, Mr. Tian Wenwei, Mr. Xu Zhuliang, Mr. Benjamin Clark Danielson, Mr. Zhang Yongli, Mr. Lu Binghui and Mr. Lee Ping will retire from office and, being eligible, offer themselves for re-election at the AGM. Brief biographical and other details of the retiring Directors offering themselves for re-election at the AGM, which are required to be disclosed under the Listing Rules, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Notice is set out on pages 18 to 22 of this circular at which resolutions will be proposed, inter alia, to re-elect retiring Directors and to approve the grant of the Issue Mandate and the Repurchase Mandate and the refreshment of the Scheme Mandate Limit.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the AGM or any adjourned meeting thereof (as the case may be) should you wish to do so.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll (except where the resolution relates purely to a procedural or administrative matter which may be voted on by a show of hands) and accordingly, all resolutions proposed at the AGM will be taken by poll. To the best of the Directors’ knowledge, information and belief, none of the Shareholders is required to abstain from voting on the ordinary resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles of Association.

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LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors consider that the grant of the Issue Mandate and the Repurchase Mandate, the refreshment of Scheme Mandate Limit and the re-election of retiring Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions to be proposed at the AGM.

OTHER INFORMATION

Your attention is also drawn to the information as set out in the Appendices to this circular.

Yours faithfully, By order of the Board of KING STONE ENERGY GROUP LIMITED Xu Zhendong

Chairman

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,984,284,168 fully paid up Shares of HK$0.10 each. Subject to the passing of the ordinary resolution to approve the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 298,428,416 fully paid up Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

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

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the laws of Hong Kong. The Companies Ordinance provides that a share repurchase may only be made out of the distributable profits of the Company and/ or the proceeds of a new issue of Shares.

As compared to the financial position of the Company as at 31 December 2012 (being the date of the Company’s latest audited accounts), the Directors consider that the repurchases of securities could have a material adverse impact on the working capital and the gearing position of the Company in the event that the Repurchase Mandate were to be exercised in full during the proposed repurchase period. The Directors do not, however, propose to exercise the Repurchase Mandate to such an 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.

4. DISCLOSURE OF INTEREST

None of the Directors, nor, to the best of their knowledge having made all reasonable enquiries, any of their associates nor any directors of such associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if it is approved by the Shareholders.

No connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate they will exercise the same in accordance with the Listing Rules and the laws of Hong Kong and all applicable laws.

6. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2012
April	0.72	0.59
May	0.63	0.55
June	0.58	0.455
July	0.54	0.325
August	0.49	0.33
September	0.53	0.35
October	0.65	0.455
November	0.60	0.47
December	0.56	0.50
2013
January	0.68	0.51
February	0.60	0.52
March	0.55	0.34
April (up to and including the Latest Practicable Date)	0.485	0.365

7. SHARE REPURCHASE MADE BY THE COMPANY

There have been no repurchases by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

8. EFFECT OF THE TAKEOVERS CODE

If a shareholder ’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, to the best of the Directors’ information, belief and knowledge, Belton Light Limited, which is wholly owned by Jade Bird Energy Fund II, L.P., together with its associates or parties acting in concert with Belton Light Limited, are able to exercise or control the exercise of approximately 52.9% of the voting rights in general meeting of the Company. Save as aforesaid, no other Shareholder held more than 10% of the Shares in issue as at the Latest Practicable Date. Accordingly, on the basis that no further Shares are issued or repurchased and there is no change in shareholding structure, an exercise of the Repurchase Mandate in full would not give rise to any obligation for Belton Light Limited and its associates or any parties acting in concert with Belton Light Limited to make mandatory offers for all Shares not already owned by it or its concert parties under the Takeovers Code. The Directors do not have any present intention to exercise the Repurchase Mandate.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

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

Mr. Xu Zhendong — Executive Director

Mr. Xu, aged 49, graduated from the Computer Science and Technology Department of Peking University in 1987. Currently, Mr. Xu is an executive director and chairman of board of directors of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (‘‘Jade Bird Universal’’) (a company listed on the Growth Enterprise Market of the Stock Exchange) (stock code: 8095)). He is a director of each of Beida Jade Bird Universal Sci-Tech (Cayman) Development Company Limited and Beida Jade Bird Universal Investments (USA) Limited respectively, which are subsidiaries of Jade Bird Universal. Mr. Xu is also the chairman of each of boards of directors of Beijing Aptech Beida Jade Bird Information Technology Co., Ltd. and Beijing Beida Jade Bird Software System Co., Ltd. and a director of Shenzhen Beida Jade Bird Sci-Tech Co., Ltd. and Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd.. He was appointed as the executive Director and Chairman of the Company on 12 March 2013.

Save as disclosed above, Mr. Xu does not hold any position with the Group. Mr. Xu does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Xu and the Company. He is entitled to receive a director’s fee of HK$600,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Xu, Mr. Xu does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Xu does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Xu was a director of 麥科特光電股份有限公司 (Macat Optics and Electronic Co., Ltd.) (‘‘Macat’’) between December 2002 and September 2007, a company listed on the Shenzhen Stock Exchange. During 2004, Macat changed the purpose of certain amount of fund raised and instead, together with its subsidiaries, provided financial assistance for connected persons totalled RMB220.8 million. Macat also provided financial assistance for third parties totalled RMB65 million. Macat failed to follow the necessary approval procedure regarding the alteration of the purpose of fund raising and connected transactions and failed to comply with disclosure obligation timely.

An announcement of Macat dated 28 January 2005 regarding the status of fund occupied by connected parties concealed the fund transfers between Macat and its connected persons. An announcement of Macat dated 18 February 2005 claimed that the financial assistance provided for Beijing Beida Jade Bird Limited had been received and the issue of provision of financial assistance solved. However, Macat continued to conduct fund transfer with connected persons amounted to RMB44 million during February and March 2005. The fund was all come from fund raising. The content of the announcement did not match with actual fact. In addition, there were errors in certain amounts disclosed in the first quarterly results report of Macat for the three months ended 31 March 2005. Total errors

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

amounted to RMB52.1 million. As a result, among others, Macat and Mr. Xu were publicly censured by the Shenzhen Stock Exchange for incompliance with certain listing rules of the Shenzhen Stock Exchange on 1 March 2006.

From 2001 to 2004, Jade Bird Universal provided financial assistances of totaling approximately RMB554.3 million and HK$3 million by way of: (i) payment of deposits, earnest money or advancement of loans to connected persons; or (ii) advance in the form of purchase payments to third parties on behalf of a connected person. Such financial assistances were found not to be provided in ordinary and usual course of business of Jade Bird Universal and Jade Bird Universal had failed to comply with the reporting, announcement and shareholders’ approval requirements under the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (the ‘‘GLR’’). As a result, among other persons, Jade Bird Universal, Mr. Zhang Wanzhong and him (both the executive directors of Jade Bird Universal) were publicly censured by the Stock Exchange for their breaches of the GLR on 8 January 2008.

Save as disclosed above, Mr. Xu is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Zhang Wanzhong — Executive Director

Mr. Zhang, aged 50, is an executive director and the president and compliance officer of Jade Bird Universal. Mr. Zhang is primarily responsible for overall business development, compliance and public relations of Jade Bird Universal. He graduated from Peking University with a Master’s degree in science. He worked in several administrative departments of Peking University including the vice president of the Remote Sensing and Geographic Information System Department of Peking University, which was responsible for the State’s focal science and technological project. Mr. Zhang is a director of Beida Jade Bird Universal Investments (USA) Limited, Beida Jade Bird Universal Fire Alarm Device Company Limited and Chuanqi Tourism Investment Co., Ltd., which are subsidiaries of Jade Bird Universal, a director of Beijing Beida Jade Bird International Education Investment Management Co., Ltd. He was appointed as the executive Director on 1 February 2013.

Save as disclosed above, Mr. Zhang does not hold any position with the Group. Mr. Zhang does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Zhang and the Company. He is entitled to receive a director’s fee of HK$300,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Zhang, Mr. Zhang does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Zhang does not have any interests in the Shares within the meaning of Part XV of the SFO.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Save for being publicly censured by the Stock Exchange for his breaches of the GLR on 8 January 2008 as disclosed above, Mr. Zhang is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Zong Hao — Executive Director

Mr. Zong, aged 43, obtained a degree of the Master of Laws from Buffalo Law School, the State University of New York in 1997. Mr. Zong is currently an independent director of Suzhou Electrical Apparatus Science Academy Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300215). Mr. Zong was the chief representative of Cherry Lane Music Publishing Company Inc. Beijing office from 2003 to 2010. He was also the executive vice president of Quintana China and Taggart China LLC from 2007 to January 2013. He was appointed as the executive Director and chief executive officer of the Company on 1 February 2013.

Save as disclosed above, Mr. Zong does not hold any position with the Group. Mr. Zong does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Zong and the Company. He is entitled to receive a director’s fee of HK$2,100,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Zong, Mr. Zong does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Zong does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zong is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Tian Wenwei — Executive Director

Mr. Tian, aged 42, holds an MBA at Business School of University of Alberta, Canada. He has over 15 years experience in finance, business and corporate merger and acquisition. He also has solid knowledge and experiences in coal industry. Mr. Tian worked in the Bank of Communications, Xian Branch, from 1991 to 1997 and in China Digital Finance Times Company, a subsidiary of China Everbright Group from 2000 to 2001. He was an officer of Puda Coal, Inc., a public company in the United States of America from 2006 to 2009. He has been a director of Triumph Fund A Limited, a subsidiary of the Company since September 2009. He was appointed as the executive Director on 18 January 2010.

Save as disclosed above, Mr. Tian does not hold any position with the Group. Mr. Tian does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

There is no service contract between Mr. Tian and the Company. He is entitled to receive a director’s fee of HK$1,066,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Tian, Mr. Tian does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Tian holds Options which entitle him to subscribe for 3,750,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Tian does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Tian is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Xu Zhuliang — Executive Director

Mr. Xu, aged 43, obtained a diploma from Taiyuan University of Technology in 1991. Mr. Xu holds the Safety Qualification Certificate issued by the State Administration of Work Safety. Since 2009, Mr. Xu has been the Assistant to President and Vice President of Beida Jade Bird Group, and is primarily responsible for the management of the company’s coal mine and chemical projects. During the period from 2006 to 2008, Mr. Xu was the manager of Shanxi Tianchengdayang Energy Chemical Industry Co. Ltd., a company specialized in the development, production and processing of energy chemical products. Prior to that, Mr. Xu was the manager of Shanxi Glamour Science & Technology Co. Ltd. During the period from 2002 to 2006, he was responsible for the research and development, investment, construction and operation of the coal mine and chemical projects of that company. He was appointed as the executive Director on 12 March 2013.

Save as disclosed above, Mr. Xu does not hold any position with the Group. Mr. Xu does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Xu and the Company. He is entitled to receive a director’s fee of HK$1,800,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Xu, Mr. Xu does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Xu does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Xu is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Benjamin Clark Danielson — Executive Director

Mr. Danielson, aged 42, obtained Bachelor of Science degree from the United States Military Academy at West Point in 1992 and a Master of Business Administration degree from the University of Texas at Austin in 2000. Mr. Danielson has been managing and monitoring the activities of the fund portfolio companies as well as sourcing, evaluating and executing investments for private equity funds. During the period from 2006 to 2012, Mr. Danielson worked at Quintana Capital Group, a United States-based private equity fund focused in energy-related industries, most recently acting as Chief Investment Offer, China. He was appointed as the executive Director and chief investment officer of the Company on 12 March 2013.

Save as disclosed above, Mr. Danielson does not hold any position with the Group. Mr. Danielson does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Danielson and the Company. He is entitled to receive a director’s fee of HK$1,500,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Danielson, Mr. Danielson does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Danielson does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Danielson is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Zhang Yongli — Non-Executive Director

Mr. Zhang, aged 48, graduated from the Geology Department of Peking University with a Bachelor’s degree in science and subsequently obtained a doctor of philosophy in engineering from Geology and Mineralogy Department of China University of Geosciences. He has been appointed as deputy general manager and chief financial officer of Beijing Beida Jade Bird Limited since November 1998 and mainly responsible for administration and finance. Currently, Mr. Zhang is the chairman of the supervisory committee of Jade Bird Universal. Mr Zhang was a supervisor of Jade Bird Universal for the period before 8 January 2010 and was appointed as an executive director for the period from 8 January 2010 to 21 June 2012. Mr. Zhang is also the chairman of the supervisory committee of Weifang Beida Jade Bird Huaguang Technology Co., Ltd. (an A share listed company in the People’s Republic of China). He is a director of Chuanqi Tourism Investment Co., Ltd. and the chairman of Beijing Beida High Technology Investment Co., Ltd. and Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd. He was appointed as the non-executive Director on 12 March 2013.

Save as disclosed above, Mr. Zhang does not hold any position with the Group. Mr. Zhang does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

There is no service contract between Mr. Zhang and the Company. He is entitled to receive a director’s fee of HK$180,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Zhang, Mr. Zhang does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Zhang does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhang is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Lu Binghui — Independent Non-Executive Director

Mr. Lu, aged 37, graduated from Beijing University with a Bachelor Degree in Philosophy and a Master Degree in Economics. He has extensive experience of investment management in investment banks and private equity. From 2010 to 2012, he was the principal of Kohlberg Kravis Roberts & Co, a private equity, where he was mainly responsible for proprietary deal sourcing, transaction execution and post-investment management focusing on energy and natural resources sectors. Prior to that, he worked in Goldman Sachs Gaohua Securities Company Limited and Goldman Sachs China Business as executive director and A-share Sponsorship Representative from 2005 to 2010. From 2000 to 2005, he worked in investment banking department of Bank of China International. He was appointed as the independent non-executive Director on 22 March 2013.

Save as disclosed above, Mr. Lu does not hold any position with the Group. Mr. Lu does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Lu and the Company. He is entitled to receive a director’s fee of HK$180,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Lu, Mr. Lu does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Lu does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lu is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Lee Ping — Independent Non-Executive Director

Mr. Lee, aged 52, holds a Bachelor’s Degree in Mathematics and Computer Science from State University of New York at Buffalo, a Master’s Degree in Computer Science and a Doctor of Philosophy in Mathematics from Cornell University. He has over 20 years’ experience in energy and petroleum industry. Currently, Mr. Lee is the President and General Manager of BG Group China, a world leader in natural gas industry. He has responsibility in managing BG Group’s overall portfolio in relation with China, domestic and international. Prior to joining BG Group, Mr. Lee served as President of Schlumberger China, the world largest oilfield services company, responsible for oilfield operations, technology development, engineering and manufacturing, global sourcing, and developing and implementing long term growth strategy. He also spent ten years in Schlumberger-Doll Research and Austin Research as senior and principal research scientist, and is a holder of over twenty scientific publications and two patents. He has been appointed as an independent non-executive Director on 8 April 2013.

Save as disclosed above, Mr. Lee does not hold any position with the Group. Mr. Lee does not hold any other major appointments and has not held any position or directorships in any other listed public companies during last three years preceding the Latest Practicable Date.

There is no service contract between Mr. Lee and the Company. He is entitled to receive a director’s fee of HK$180,000 per annum which is determined with reference to the prevailing market rate and his duties and responsibilities in the Company.

As confirmed by Mr. Lee, Mr. Lee does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Lee does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lee is not aware of any other matters that need to be brought to the attention of the Shareholders nor is there any information to be disclosed by the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF AGM

KING STONE ENERGY GROUP LIMITED

金 山 能 源 集 團 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 00663)

NOTICE IS HEREBY GIVEN that the annual general meeting of King Stone Energy Group Limited (the ‘‘Company’’) will be held at Unit 7603, 76th Floor, The Center, 99 Queen’s Road Central, Hong Kong at 11:30 a.m. on Friday, 31 May 2013 to transact the following ordinary business:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited financial statements, the directors’ report and the auditors’ report for the year ended 31 December 2012.

2. (A) To re-elect Mr. Xu Zhendong as an executive director of the Company;

3. (B) To re-elect Mr. Zhang Wanzhong as an executive director of the Company;

4. (C) To re-elect Mr. Zong Hao as an executive director of the Company;

5. (D) To re-elect Mr. Tian Wenwei as an executive director of the Company;

6. (E) To re-elect Mr. Xu Zhuliang as an executive director of the Company;

7. (F) To re-elect Mr. Benjamin Clark Danielson as an executive director of the Company;

8. (G) To re-elect Mr. Zhang Yongli as a non-executive director of the Company;

9. (H) To re-elect Mr. Lu Binghui as an independent non-executive director of the Company;

10. (I) To re-elect Mr. Lee Ping as an independent non-executive director of the Company;

11. (J) To authorise the board of directors to fix the remuneration of the directors of the Company.

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NOTICE OF AGM

1. To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the board of directors to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

1. ‘‘THAT:

2. (a) subject to sub-paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options, including warrants, bonds, notes and debentures convertible into shares of the Company which would or might require the exercise of such power, subject to and in accordance with all applicable laws and the memorandum and articles of association of the Company, be and is hereby generally and unconditionally approved;

3. (b) the approval in sub-paragraph (a) above shall be in addition to any authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in subparagraphs (a) and (b) above, otherwise than (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company; or (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on share in accordance with the articles of association of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

• (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 articles of association of the Company or any applicable laws of Hong Kong to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (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 law of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).’’

1. ‘‘THAT:

2. (a) subject to sub-paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the approval in sub-paragraph (a) of this resolution shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the directors of the Company;

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NOTICE OF AGM

• (c) the aggregate nominal amount of the shares of the Company to be repurchased by the Company pursuant to the approval in sub-paragraphs (a) and (b) above shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval 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 articles of association of the Company or any applicable laws of Hong Kong to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• ‘‘THAT, conditional upon resolutions numbered 4 and 5 as set out in the notice convening this meeting being passed, the aggregate nominal amount of the issued shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 5 above shall be added to the aggregate nominal amount of the share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 4 as set out in the notice convening this meeting.’’

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NOTICE OF AGM

1. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of HK$0.10 each in the share capital of the Company (representing a maximum of 10% of the shares in issue as at the date of the passing of this resolution) to be issued pursuant to the exercise of options which may be granted under the Company’s share option scheme which took effective on 30 May 2012 (the ‘‘Scheme’’), the refreshment of the scheme limit on grant of options under the Scheme and any other scheme(s) of the Company up to 10% of the shares of the Company in issue as at the date of the passing of this resolution (the ‘‘Refreshed Mandate Limit’’) be and is hereby approved and that the directors of the Company be and are hereby authorised, from time to time, to grant options under the Scheme up to the Refreshed Mandate Limit, to exercise all powers of the Company to allot, issue and deal with ordinary shares of the Company pursuant to the exercise of such options and to do such acts and execute such documents for or incidental to such purpose.’’

By Order of the Board of King Stone Energy Group Limited Xu Zhendong Chairman

Hong Kong, 30 April 2013

Registered Office and Principal Place of Business in Hong Kong:

Unit 7603, 76th Floor

The Center

99 Queen’s Road Central

Hong Kong

Notes:

• (1) A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company.

• (2) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

• (3) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s share registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude shareholders from attending and voting in person should they so desire.

• (4) A form of proxy for use at the meeting is enclosed herewith.

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