Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2014

Jan 15, 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 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 China Environmental Energy Investment Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

PROPOSED SHARE SUBDIVISION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of China Environmental Energy Investment Limited to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 4 February 2014 at 10:00 a.m. is set out on pages 13 to 14 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.986.com.hk).

Whether or not you are able to attend the special general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

16 January 2014

• For identification purposes only

CONTENTS

	Page
EXPECTED TIMETABLE OF SHARE SUBDIVISION. . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF THE SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

EXPECTED TIMETABLE

The expected timetable relating to the Share Subdivision and the associated trading arrangement are as follows:

	Time	Date
Latest date and time to return proxy form for
the SGM	10:00 a.m.	Sunday, 2 February 2014
SGM	10:00 a.m.	Tuesday, 4 February 2014
Publication of poll results of the SGM		Tuesday, 4 February 2014

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Subdivision as set out in the section headed “Conditions of the Share Subdivision” in this circular.

Effective date of Share Subdivision		Wednesday, 5 February 2014
Dealings in Subdivided Shares	9:00 a.m.	Wednesday, 5 February 2014
Original counter of trading in Shares in board
lot of 4,000 Shares temporarily closes	9:00 a.m.	Wednesday, 5 February 2014
Temporary counter for trading in Subdivided
Shares in board lot of 20,000 Subdivided
Shares (in the form of Existing Share
Certificates) opens	9:00 a.m.	Wednesday, 5 February 2014
Free exchange of Existing Share Certificates
for the New Share Certificates for the
Subdivided Shares commences		Wednesday, 5 February 2014

– 1 –

EXPECTED TIMETABLE

	Time	Date
Original counter for trading in Subdivided
Shares in board lot of 4,000 Subdivided
Shares (only New Share Certificates for
the Subdivided Shares can be traded at this
counter) re-opens	9:00 a.m.	Wednesday, 19 February 2014
Parallel trading in the Shares and Subdivided
Shares (in the form of Existing Share
Certificate and New Share Certificates)
commences	9:00 a.m.	Wednesday, 19 February 2014
Temporary counter for trading in board lot of
20,000 Subdivided Shares (in the form of
Existing Share Certificates) closes	4:00 p.m.	Tuesday, 11 March 2014
Parallel trading in Subdivided Shares (in the
form of Existing Share Certificates and
New Share Certificates) ends	4:00 p.m.	Tuesday, 11 March 2014
Free exchange of Existing Share Certificates
for the Shares for New Share Certificates for
the Subdivided Shares ends	4:00 p.m.	Thursday, 13 March 2014

Note: All times and dates refer to Hong Kong local times and dates.

Further announcement will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Subdivision and the associated trading arrangements as aforesaid.

– 2 –

DEFINITIONS

In this circular, unless the context otherwise requires, capitalized terms used shall have the following meanings:

• “Announcement”

the announcement made by the Company on 30 December 2013 in respect of the Share Subdivision

“Board”

the board of directors of the Company

• “Business Day(s)”

any day on which the Stock Exchange is open for the business of dealing in securities

• “CCASS”

The Central Clearing and Settlement System established and operated by HKSCC

“Company” China Environmental Energy Investment Limited, a company incorporated in Bermuda with limited liability, and the shares of which are listed on the main board of the Stock Exchange

“Director(s)”

the director(s) of the Company

• “Existing Share existing share certificate(s) of the Shares Certificate(s)”

• “HKSCC”

Hong Kong Securities Clearing Company Limited

• “Hong Kong”

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

• “Latest Practicable Date” 14 January 2014, being the latest practicable prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Committee”

has the meaning ascribed to it in the Listing Rules

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

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DEFINITIONS

• “New Share

share certificate(s) of the Subdivided Shares

Certificate(s)”

• “SGM”

the special general meeting of the Company to be convened to consider and, if thought fit, approving the proposed Share Subdivision

• “Share(s)”

share(s) of HK$0.0025 each in the share capital of the Company before the Share Subdivision becoming effective

“Share Subdivision”

the proposed subdivision of each of the existing issued and unissued Shares of par value of HK$0.0025 each in the share capital of the Company into five Subdivided Shares of par value of HK$0.0005 each

“Shareholder(s)” holder(s) of the Share(s) or the Subdivided Shares as the case may be

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subdivided Shares(s)”

share(s) of HK$0.0005 each in the share capital of the Company upon the Share Subdivision becoming effective

• “HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

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LETTER FROM THE BOARD

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

Executive Directors: Ms. Chen Tong (Chairman and Chief Executive Officer) Ms. Chan Ching Ho, Kitty Mr. Xiang Liang Ms. Li Lin

Non-executive Directors: Ms. Yao Zhengwei Mr. Wang Zhenghua Mr. Liang Jian Hua

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Room 2211, 22/F. Lippo Centre, Tower Two 89 Queensway Hong Kong

Independent non-executive Directors: Mr. Tse Kwong Chan Ms. Zhou Jue Ms. Kwok Wing Kiu Mr. Ong King Keung

16 January 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE SUBDIVISION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in which the Board proposes that each of the existing issued and unissued Shares of par value of HK$0.0025 each in the share capital of the Company be subdivided into five Subdivided Shares of par value of HK$0.0005 each. The purpose of this circular is to provide you with information relating to the Share Subdivision and to give you notice of the SGM at which an ordinary resolution will be proposed to approve, among other matters, the Share Subdivision.

• For identification purposes only

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LETTER FROM THE BOARD

PROPOSED SUBDIVISION OF SHARES

The Board proposes to subdivide each existing issued and unissued Share of par value of HK$0.0025 in the share capital of the Company into five Subdivided Shares of par value of HK$0.0005 each.

The Shares are currently traded in board lots of 4,000 Shares. Upon the Share Subdivision becoming effective, the board lots size of the Subdivided Shares for trading on the Stock Exchange will remain as 4,000 Subdivided Shares. Based on the trading price of HK$3.97 per Share as at the Latest Practicable Date, the value of each board lot of 4,000 shares shall become HK$3,176 after the Share Subdivision.

The Share Subdivision will not result in any change in the relevant rights of the Shareholders. The Share Subdivision will not be expected to result in any odd lots other than those already exist.

SHARE CAPITAL STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000 divided into 400,000,000,000 Shares, of which 927,809,780 Shares are in issue and fully paid. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 2,000,000,000,000 Subdivided Shares, of which 4,639,048,900 Subdivided Shares will be in issue and fully paid, assuming that no further Shares are issued or repurchased after the date hereof.

Upon the Share Subdivision becoming effective, the Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not be expected to result in any change in the relevant rights of the Shareholders.

As at the Latest Practicable Date, there are no outstanding options, warrants, convertible securities or other securities in issue, or agreed to be issued, which carry rights to subscribe for or convert into new Shares.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM for approving the Share Subdivision; and

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LETTER FROM THE BOARD

• (ii) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

The Share Subdivision will become effective after the conditions of the Share Subdivision above are fulfilled.

REASONS FOR THE SHARE SUBDIVISION

The Company has consolidated every fifty ordinary shares of HK$0.01 each in the issued share capital of the Company into one ordinary share of HK$0.5 each in the issued share capital of the Company on 10 September 2012 which the Company has incurred expenses of approximately HK$300,000.

Although the Company has subdivided each of ordinary shares of par value of HK$0.01 each in the share capital of the Company into four subdivided shares of HK$0.0025 each on 18 July 2013 which the Company has incurred expenses of approximately HK$150,000, the trading price of each Share has increased from around HK$0.78 as at the effective date of the said share subdivision to HK$3.97 as at the Latest Practicable Date, and that the value of each board lot of 4,000 Shares has increased from HK$3,120 to HK$15,880 as at the Latest Practicable Date. The Share Subdivision will result in downward adjustment to the trading price of the Shares. Based on the trading price of HK$3.97 per Share as at the Latest Practicable Date, the value of each board lot of 4,000 shares shall become HK$3,176 after the Share Subdivision. Accordingly, the Board believes the proposed Share Subdivision will bring the per board lot trading price down to a reasonable and affordable level to small investors. The proposed Share Subdivision will reduce the nominal value and trading price of each Share and increase the total number of Shares in issue.

The Directors are of the view that although the Company has subdivided each of ordinary shares of the Company into four subdivided shares on 18 July 2013, the trading price of each Share has increased to a level that the value of each board lot of 4,000 shares is high. The Directors believe the increase in number of the shares of the Company as a result of the Share Subdivision will bring the trading price down to an affordable level and thus enable small investors to buy shares of the Company, facilitate trading and improve the market circulation and liquidity of the Subdivided Shares, thereby enabling the Company to attract more investors and broaden its Shareholders’ base. Accordingly, the Board considers that the Share Subdivision will be in the interests of the Company and the Shareholders as a whole.

Other than the expenses incurred by the Company in relation to the Share Subdivision of approximately HK$200,000, the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interest of the Shareholders. The Board considers that Share Subdivision will not have adverse effect on the financial position of the Company.

– 7 –

LETTER FROM THE BOARD

LISTING AND DEALING

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision. All necessary arrangements have been made and subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or is currently proposed to be sought from any other stock exchange.

EXCHANGE OF SHARE CERTIFICATES

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 11 March 2014 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one Share for five Subdivided Shares.

The Existing Share Certificates will be exchanged free of charge for the New Share Certificates for Subdivided Shares between 9:00 a.m. and 4:00 p.m. on any Business Day from Wednesday, 5 February 2014 to Thursday, 13 March 2014 (both dates inclusive) at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

On any Business Day after Thursday, 13 March 2014, the Existing Share Certificates will be exchanged on payment of a prescribed fee of HK$2.50 (or such higher amount as may, from time to time, be allowed by the Stock Exchange) for each Existing Share Certificate cancelled or each New Share Certificate issued, whichever number of share certificates cancelled or issued is higher.

It is expected that the New Share Certificates will be available for collection within a period of 10 Business Days after submission of the Existing Share Certificates. The New Share Certificates will be pink in colour so as to be distinguished from the Existing Share Certificates which are yellow in colour.

– 8 –

LETTER FROM THE BOARD

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

Subject to the Share Subdivision being effective, dealings in the Subdivided Shares are expected to commence on 5 February 2014. Parallel trading in the Shares and Subdivided Shares (in the form of Existing Share Certificates and New Share Certificates) will be operated from Wednesday, 19 February 2014 to Tuesday, 11 March 2014 (both days inclusive). Full details of the expected timetable and trading arrangement of the Shares are set out on pages 1 and 2 of this circular.

BUSINESS UPDATES OF THE COMPANY

Principal activities of the Company

The principal activity of the Company is investment holding. Referring to the Company’s announcements dated 28 March 2013 and 10 April 2013, the Company has disposed Nam Hing (B.V.I.) Limited and its subsidiaries, mainly engaged in trading and manufacturing of printed circuit boards and trading of industrial laminates. The principal activities of principal subsidiaries of the Company are now waste paper, scrap metal and consumable wastes recycling.

During the period from 1 April 2013 to 30 September 2013, the recycling business recorded a turnover of HK$42,308,000, representing a 37% decrease as compared with HK$67,154,000 of the corresponding period of the previous year. Gross profit was RMB2,834,000 equivalent to HK$3,514,000 (2012: RMB10,017,000 equivalent to HK$12,322,000) and gross margin was 8.31% (2012: 18.35%). The decrease in gross profit was attributable to the keen competition in the market and the shrinking demand from the paper manufacturers in China. In order to improve the revenue and gross profit margin, the Company will strengthen the marketing team and develop the sales channels.

Electric car battery business

The Company acquired 9.9% of the issued share capital of Swift Profit International Limited (“ Swift Profit ”) on 29 December 2010. Swift Profit has been granted an exclusive licence to apply the patent and the related technology for manufacturing electric car batteries. Due to the slowdown of the China economy and the increasing concern of consumers on the safety of electric cars, the market of electric cars in China shrank in demand. Therefore, the production expansion plan of Swift Profit has been deferred. The carrying value of the business was reduced by HK$16,081,000 from HK$82,081,000 as at 31 March 2013 to HK$66,000,000 as at 30 September 2013 by reference to a business valuation as prepared by an independent professional valuer. The Company forecasted that the demand for electric car batteries might not be as robust as expected, such that the growth of the business might be restrained.

– 9 –

LETTER FROM THE BOARD

Proposed acquisition of Meijing Group

As disclosed in the Company’s announcements dated 22 October 2012, 25 October 2012, 23 January 2013, 22 April 2013 and 22 July 2013, the Company has entered into a non-legally binding memorandum of understanding relating to the proposed acquisition of Meijing Group, a group principally engaged in energy conversation and development of new energy. As additional time is required for due diligence review, the term of the memorandum of understanding has been further extended from 22 July 2013 to 21 January 2014. As the term of the memorandum of understanding will expire on 21 January 2014, the Company intends to extend the term of the memorandum of understanding for the proposed acquisition of Meijing Group and is in negotiation with the vendors for extension of the term. As at the Latest Practicable Date, the due diligence review on the Meijing Group is in progress.

According to the Company’s announcement dated 3 May 2013, the Company was informed by the vendors under the memorandum of understanding that 北京華熙景豪投資管理有限公司, a wholly-owned subsidiary of Taiyuan Meijin Energy Limited*, entered into a non-legally binding letter of intent to purchase 51% of equity interests in 內蒙古晶鼎聚龍技術服務集團有限公司 with the shareholders of 內蒙古晶鼎聚龍技術服務集團有限公司 on 27 March 2013.

Since the signing of the said non-legally binding memorandum of understanding, among other things, the signing of formal agreement and the terms and conditions of which are yet to be agreed with the vendors. As at the Latest Practicable Date, the Company has not commenced any discussion on any terms of the acquisition or negotiation with the said vendors or intended to acquire Meijing Group. As such, the Board has not formulated the financing plan of the proposed acquisition of Meijing Group as that would be subject to the terms of payment to be negotiated with the vendors.

Further announcement in respect of the proposed acquisition of Meijing Group will be made by the Company as and when appropriate in accordance with the Listing Rules.

Proposed acquisition of oil and gas mining business

As disclosed in the Company’s announcement dated 9 January 2014, the Company is in the preliminary stage of considering the feasibility of an acquisition of a minority equity stake in a company principally engaged in oil and gas mining business in the United States of America.

– 10 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has not commenced any discussion on any terms of the acquisition or negotiation with the vendors or intended to acquire oil and gas mining business and no legally binding agreement or contract relating to the possible acquisition has been agreed or entered into by the Company. As such, the Board has not formulated the financing plan of the proposed acquisition of oil and gas mining business as that would be subject to the terms of payment to be negotiated with the vendors.

Further announcement in respect of the proposed acquisition of oil and gas mining business will be made by the Company as and when appropriate in accordance with the Listing Rules.

LIQUIDITY POSITION AND FINANCING PLAN OF THE COMPANY

Set out below is the latest status and the maturity date of the Company’s outstanding promissory note, unconvertible bonds and loans as the Latest Practicable Date:–

Type of payables	Maturity Date
Promissory notes in principal amount of	31 January 2013
HK$5 million
Unconvertible bonds in principal amount of	31 May 2017
HK$20 million
Loan in principal amount of HK$68 million	1 March 2014
Loan in principal amount of RMB18 million	May 2014

Regarding the promissory notes in principal amount of HK$5 million, a legal litigation was involved in the ownership of the promissory notes. Reference is made to the announcement dated 9 July 2013 in relation to the details of the litigation. As at the Latest Practicable Date, the Company has instructed legal adviser to file its defence to the writ in respect of the litigation and is now pending the plaintiff to proceed with the case further.

In order to repay the other outstanding liabilities and relevant interests of the Company, the Company has been seeking and shall continue to seek for fund raising opportunities available to the Company.

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has not entered into any negotiation, agreement, arrangement and understanding (concluded or otherwise) about any fund raising plans. Nevertheless, the Company will consider fund raising opportunities in the future if the terms are commercially acceptable and in the interests of the Company and the Shareholders as a whole after taking into account of factors including the financial position, financing costs, investment opportunities and the working capital requirement of the Company from time to time and also options then available in the capital markets.

THE SGM

Set out on pages 13 to 14 of this circular is a notice convening the SGM to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 4 February 2014 at 10:00 a.m..

The ordinary resolution proposed to be approved at the SGM will be taken by poll. As no Shareholder has a material interest in the Share Subdivision which is different from that of the other Shareholder, no Shareholder is required to abstain from voting at the SGM to approve the Share Subdivision.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

RECOMMENDATION

The Directors consider that the Share Subdivision is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution at the SGM to approve the Share Subdivision.

Yours faithfully,

For and on behalf of the Board

China Environmental Energy Investment Limited

Chen Tong

Chairman

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

China Environmental Energy Investment Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Environmental Energy Investment Limited (the “ Company ”) will be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 4 February 2014 at 10:00 a.m. for the following purposes of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) approving the listing of, and granting the permission to deal in shares of HK$0.0005 each in the issued share capital of the Company on the Stock Exchange, on the business day following the day on which this resolution is passed by the shareholders of the Company, each of the issued and unissued shares of HK$0.0025 each in the share capital of the Company be subdivided into five shares of HK$0.0005 each (the “ Share Subdivision ”) so that the authorized share capital of the Company will be HK$1,000,000,000 divided into 2,000,000,000,000 shares of HK$0.0005 each immediately upon the Share Subdivision becoming effective, and any director be and is hereby authorised to sign and execute such documents and do all such acts and things as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Share Subdivision.”

By Order of the Board China Environmental Energy Investment Limited Chen Tong Chairman

Hong Kong, 16 January 2014

• For identification purposes only

– 13 –

NOTICE OF SPECIAL GENERAL MEETING

Registered office: Head office and principal place of business: Clarendon House Room 2211, 22/F 2 Church Street Lippo Centre Hamilton HM 11 Tower Two Bermuda 89 Queensway Hong Kong

Notes:

• (1) Any shareholder of the Company (the “ Shareholder(s )”) entitled to attend and vote at the special general meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder. A Shareholder who is holding two or more shares of the Company is entitled to appoint more than one proxy to attend and vote in his stead. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• (3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the special general meeting and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders are present at the special general meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Shareholders of the Company in respect of the joint holding.

• (5) The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the special general meeting or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

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