ENM Holdings Limited — Proxy Solicitation & Information Statement 2011

Oct 12, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 South Sea Petroleum Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

SOUTH SEA PETROLEUM HOLDINGS LIMITED 南海石油控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 076)

PROPOSED CAPITAL REDUCTION PROPOSED CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to South Sea Petroleum Holdings Limited

A notice convening an extraordinary general meeting of South Sea Petroleum Holdings Limited to be held at 21/F., The Center, 99 Queen’s Road Central, Hong Kong on 8 November 2011 at 11 a.m. (the “Meeting”) is set out on pages 9 to 10 of this circular. Whether or not you are able to attend the Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Computershare Hong Kong Investor Services Limited, 46/F., 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 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 adjourned meeting if you so desire.

12 October 2011

CONTENTS

	Page
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	9

– i –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation and the Change in Board Lot Size is set out below:

2011 Hong Kong Time

Date of despatch of the circular and notice of the EGM. . . . . . . . . . Wednesday, 12 October

Latest time for lodging transfer of securities. . . . . . . . . 4:30 p.m. on Thursday, 3 November	Latest time for lodging transfer of securities. . . . . . . . . 4:30 p.m. on Thursday, 3 November
Book closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 November to Tuesday,
	8 November (both dates inclusive)
Latest time for lodging proxy forms for the EGM. . . . . . . . 11 a.m. on Sunday, 6 November
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 November
Expected time and date of the EGM . . . . . . . . . . . . . . . .	. 11 a.m. on Tuesday, 8 November
Announcement of results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 November
Effective date of the Capital Reduction subject to
the registration of documents under the Companies Ordinance . . Wednesday, 9 November
Effective date of the increase in authorised capital . . . . .	. . . . . . . Wednesday, 9 November
Commencement of dealings in the Reduced Shares. . . . . .	. . . . . . . Wednesday, 9 November
Effective date of Change in Board Lot Size
from 2,000 to 4,000 . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . Wednesday, 9 November
First day for free exchange of existing share certificates
for new share certificates for the Reduced Shares . . . .	. . . . . . . Wednesday, 9 November
Designated broker starts to stand in the market to provide
matching services for the sale and purchase of odd lots
of Reduced Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . Wednesday, 9 November
Designated broker ceases to stand in the market to provide
matching services for the sale and purchase of odd lots
of Reduced Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . Thursday, 1 December
Last day for free exchange of existing share certificates
for new share certificates for Reduced Shares . . . . . . . . . . . . . . . . . Saturday, 3 December

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– ii –

DEFINITIONS

In this circular, the following terms shall have the meanings respectively set opposite them unless the context requires otherwise:

• “Announcement”

• the announcement of the Company dated 23 September 2011 in relation to the Capital Reorganisation and the Change in Board Lot Size

• “Board” the board of Directors

• “Capital Reduction”

• the proposed reduction of the capital of the Company including the cancellation of the paid up capital to the extent of US$0.499 of each Share in issue from US$0.500 to US$0.001 and the reduction of the nominal value of all the issued and unissued Shares

• “Capital Reorganisation”

• the Capital Reduction and the increase in authorised capital as stated in this circular

• “CCASS”

• the Central Clearing and Settlement System, established and operated by HKSCC

• “Change in Board Lot Size”

• the change in board lot size for trading on the Stock Exchange from 2,000 Shares to 4,000 Reduced Shares

• “Companies Ordinance”

• the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

• “Company”

• South Sea Petroleum Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Director(s)”

• the director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company to be held at 11 a.m. on 8 November 2011 at 21/F., The Center, 99 Queen’s Road Central, Hong Kong for the Shareholders to consider, and if thought fit, pass the resolutions to approve the Capital Reorganisation, the notice of which is set out on pages 9 to 10 of this circular

• “Group”

• the Company and its subsidiaries

– 1 –

DEFINITIONS

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

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

• “Kingston Securities”

• Kingston Securities Limited, a licensed corporation to carry on business in type 1 regulated activities (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• “Latest Practicable Date”

• 6 October 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Outstanding Convertible Debentures”

• including: (1) an aggregate of US$74,000,000 6% interest convertible debentures due 2015; and (2) an aggregate of US$250,000,000 3% interest convertible debentures due 2021

• “Reduced Share(s)”

• new ordinary shares of US$0.001 each in the share capital of the Company immediately after the Capital Reduction becoming effective

• “Share(s)”

• ordinary share(s) of US$0.500 each in the share capital of the Company prior to the Capital Reduction becoming effective

• “Shareholder(s)”

• registered holder(s) of the Share(s) or Reduced Share(s) of the Company (as the case may be)

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “US$”

• United States dollars, the lawful currency of the United States of America

• “%”

per cent.

– 2 –

LETTER FROM THE BOARD

SOUTH SEA PETROLEUM HOLDINGS LIMITED 南海石油控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 076)

Executive Directors: Mr. Guan Xinmin (Chairman) Ms. Lee Sin Pyung (Managing Director) Ms. Zhang Xue

Registered office: Unit 6605, 66/F., The Center 99 Queen’s Road Central Hong Kong

Independent Non-Executive Directors:

Mr. Lu Ren Jie Mr. Chai Woon Chew Mr. Ho Choi Chiu

12 October 2011

To the Shareholders

Dear Sir/Madam,

PROPOSED CAPITAL REDUCTION PROPOSED CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement that the Directors propose to put forward a proposal to the Shareholders to effect the Capital Reorganisation.

The purpose of this circular is to give you further information on the Capital Reorganisation and the Change in Board Lot Size and to give notice of the EGM to the Shareholders at which a special resolution and an ordinary resolution will be proposed to consider and, if thought fit, to approve the Capital Reorganisation.

PROPOSED CAPITAL REDUCTION

The Company proposes to put forward a proposal to the Shareholders for the purpose of effecting the Capital Reduction pursuant to section 58(3) of the Companies Ordinance.

As at the Latest Practicable Date, the authorised share capital of the Company was US$500,000,000 divided into 1,000,000,000 Shares of US$0.500 each and the issued share capital of the Company was US$157,666,872 divided into 315,333,744 Shares of US$0.500 each.

– 3 –

LETTER FROM THE BOARD

Assuming no further Shares will be issued between the Latest Practicable Date and the EGM, immediately after completion of the Capital Reduction, the authorised capital of the Company will be reduced from US$500,000,000 divided into 1,000,000,000 Shares of US$0.500 each to US$1,000,000 divided into 1,000,000,000 Reduced Shares of US$0.001 each and that such reduction be effected by cancelling the paid-up capital to the extent of US$0.499 on each of the issued Shares and reducing the nominal value of each unissued Share by US$0.499. The issued share capital of the Company will be reduced from US$157,666,872 to US$315,333.74 divided into 315,333,744 Reduced Shares, giving rise to a total credit approximately of US$157,351,538 which will, in its entirety, be credited to the share premium account of the Company.

The Capital Reduction is proposed to take effect under Section 58(3) of the Companies Ordinance pursuant to which no court confirmation will be required.

Conditions of the Capital Reduction

The Capital Reduction is conditional upon:

• a) the passing of the relevant special resolution by the Shareholders to approve the Capital Reduction at the EGM;

• b) the registration by the Registrar of Companies in Hong Kong of a copy of the resolution passed by the Shareholders, a copy of the minutes containing the particulars required under section 61A of the Companies Ordinance and a statement in the prescribed form signed by an officer of the Company certifying that the relevant conditions under the Companies Ordinance have been satisfied; and

• c) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Reduced Shares to be issued following completion of the Capital Reduction.

Assuming all the above conditions are fulfilled, the Capital Reduction will become effective upon the registration of the documents required under section 61A of the Companies Ordinance, which is expected to take place on 9 November 2011.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Reduced Shares to be issued and allotted upon the Capital Reduction becoming effective.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges on which listing or permission to deal is being or is proposed to be sought.

Effects of the Capital Reduction

The credit of approximately US$157,351,538 arising from the reduction will be credited to the share premium account of the Company as required under section 58(3) of the Companies Ordinance.

– 4 –

LETTER FROM THE BOARD

Implementation of the Capital Reduction would not, of itself, alter the underlying assets, liabilities, businesses, management or financial position of the Group and the Company or the rights of the Shareholders, except for payment of the related expenses. The proportionate interests and the voting rights of the Shareholders in the Company will not be affected by the Capital Reduction.

The Board believes that the Capital Reduction will not have any adverse effect on the financial position of the Company and the Board believes that on the date the Capital Reduction is to be effected, there will be no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due. No capital will be lost as a result of the Capital Reduction and, except for the expenses involved in relation to the Capital Reduction which are expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reduction becoming effective. The Capital Reduction does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

The Reduced Shares will rank pari passu in all respects with each other and the Capital Reduction will not result in any change in the relative rights of the Shareholders.

In order to alleviate the difficulties arising from the existence of odd lots of Reduced Shares arising from the Capital Reduction, the Company has appointed an agent, Kingston Securities, to stand in the market to provide matching services for the odd lots of Reduced Shares on a best effort basis. Details of which are disclosed in the paragraph headed “Change in Board Lot Size – Arrangement on odd lot trading” below.

Adjustment to Outstanding Convertible Debentures

As at the Latest Practicable Date, save for the conversion rights attaching to the Outstanding Convertible Debentures, the Company had no outstanding options, warrants or other securities convertible into or giving rights to subscribe for the Shares. The Capital Reduction may give rise to adjustment(s) to the conversion price and/or number of Shares to be issued upon exercise of conversion rights of the Outstanding Convertible Debentures. The Company will make a further announcement about any adjustment(s) in due course.

Free exchange of share certificates

Subject to the Capital Reduction becoming effective, the Shareholders may, during a period specified in the expected timetable on page ii of this circular, submit the existing share certificates for exchange to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, during the business hours, at the expense of the Company, for new share certificates in board lots of 4,000 Reduced Shares.

– 5 –

LETTER FROM THE BOARD

Thereafter, existing blue-colour share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each blue-colour share certificate cancelled and each new green-colour share certificate issued for the Reduced Shares, whichever is higher. Certificates for the existing blue-colour certificates for Shares will continue to be good evidence of legal title and will be valid for dealings, trading and settlement purposes after the Capital Reduction and may be exchanged for new green-colour certificates for Reduced Shares at any time at the expense of the Shareholders after the period specified in the expected timetable on page ii of this circular.

Reasons for the Capital Reduction

The Shares have been trading below their par value of US$0.500 (equivalent to approximately HK$3.9 per Share) lately and under the Companies Ordinance, it is not permissible for a company to issue shares at a discount to the nominal value of its shares unless, among other things, it is authorised by the Shareholders and sanctioned by the court. Therefore, unless the par value of each Share is reduced, it will be very difficult for the Company to raise new capital by issuing new Shares. In order to provide the Company with greater flexibility for raising capital by issuing of new Reduced Shares in the future, the Board proposed the Capital Reduction. Therefore, the Directors consider that the Capital Reduction is in the interests of the Company and the Shareholders as a whole.

CHANGE IN BOARD LOT SIZE

Subject to the Capital Reduction becoming effective, the Board also proposes to change the board lot size for trading in the Shares from 2,000 Shares to 4,000 Reduced Shares. It is believed that the enlarged board lot size will reduce the overall transaction costs in dealing with the Reduced Shares. The Board is of the opinion that the Change in Board Lot Size is in the best interests of the Company and the Shareholders as a whole. The Change in Board Lot Size will not affect any of the Shareholders’ rights.

Based on the closing price of HK$0.45 per Share as quoted on the Stock Exchange as at the Latest Practicable Date and the existing board lot size of 2,000 Shares, the prevailing board lot value is HK$900. Assuming the Capital Reorganisation becomes effective, on the basis of the aforesaid closing price and the new board lot size of 4,000 Reduced Shares, the new board lot value would be HK$1,800.

Subject to the granting of listing of, and permission to deal in, the Reduced Shares on the Stock Exchange, the Reduced Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Reduced Shares on the Stock Exchange or such other date as 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 6 –

LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Reduced Shares, the Company has appointed Kingston Securities to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Reduced Shares to make up a full board lot, or to dispose of their holdings of odd lots of the Reduced Shares. Holders of odd lots of the Reduced Shares who wish to take advantage of this facility either to dispose of their odd lots of the Reduced Shares or to top up to board lots of 4,000 Reduced Shares may contact Ms. Rosita Kiu of Kingston Securities at telephone number (852) 2298-6215 during the period from 9 November 2011 to 1 December 2011 (both dates inclusive) either directly or through their licensed securities dealers. Shareholders should note that the above matching service is on a best effort basis only and successful matching of the sale and purchase of odd lots of Reduced Shares is not guaranteed. Shareholders who are in any doubt about such matching service are recommended to consult their own professional advisers.

PROPOSED INCREASE IN AUTHORISED CAPITAL

Subject to the Capital Reduction becoming effective, the Board proposes to increase the authorised share capital of the Company from US$1,000,000 (divided into 1,000,000,000 Reduced Shares) to US$500,000,000 (divided into 500,000,000,000 Reduced Shares) by the creation of an additional 499,000,000,000 Reduced Shares in order to facilitate any future expansion in the share capital of the Company.

Save as the Reduced Shares to be issued due to the exercise of conversion rights attaching to the Outstanding Convertible Debentures, the Directors have no present intention to issue any part of the proposed additional unissued Reduced Shares to be created.

The proposed increase in authorised capital of the Company is conditional upon the passing by the Shareholders of the relevant ordinary resolution at the EGM.

GENERAL

The Company was incorporated in Hong Kong with limited liability. The principal activities of the Company are investment holding, and through its subsidiaries, the Company develops, explores and produces crude oil and graphite in Indonesia and China, and provides electronics manufacturing services in the United Kingdom.

EGM

The notice of the EGM is set out on pages 9 to 10 of this circular. A form of proxy for use at the EGM is enclosed. At the EGM, resolutions will be proposed for Shareholders to consider and, if thought fit, to approve the Capital Reorganisation. The vote of the Shareholders at the EGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 7 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the EGM.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

Closure of Register of Members

For the purpose of determining the entitlement to vote at the EGM, the register of members of the Company will be closed from Friday, 4 November, 2011 to Tuesday, 8 November, 2011, both dates inclusive, during which period no transfer of Shares of the Company will be effected. In order to attend and vote at the meeting, all completed transfer forms of shares (together with the relevant share certificates) must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration by no later than 4:30 p.m. on Thursday, 3 November, 2011.

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 believe that the proposal for the Capital Reorganisation is in the interests of the Company and Shareholders as a whole and recommend Shareholders to vote in favour of the resolutions proposed at the EGM to approve the Capital Reorganisation.

Yours faithfully

By order of the Board

SOUTH SEA PETROLEUM HOLDINGS LIMITED Guan Xinmin

Chairman

– 8 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

SOUTH SEA PETROLEUM HOLDINGS LIMITED 南海石油控股有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 076)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of South Sea Petroleum Holdings Limited (the “Company”) will be held at 11:00 a.m. on Tuesday, 8 November 2011 at 21/F., The Center, 99 Queen’s Road Central, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions:

SPECIAL RESOLUTION

“ THAT conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Reduced Shares (as defined below) and (ii) the Capital Reduction (as defined below) becoming effective on the registration by the Registrar of Companies in Hong Kong of a copy of resolution passed by the holders of the shares of the Company, a copy of the minutes containing the particulars required under section 61A of the Companies Ordinance (Laws of Hong Kong, Chapter 32) (the “Companies Ordinance”) and a statement in the prescribed form signed by an officer of the Company certifying that the relevant conditions under the Companies Ordinance have been satisfied:

• (i) the authorised share capital of the Company be reduced from US$500,000,000 divided into 1,000,000,000 existing shares of US$0.500 each (the “Existing Shares”) to US$1,000,000 divided into 1,000,000,000 reduced shares of US$0.001 each (the “Reduced Shares”) and that such reduction be effected by cancelling share capital paid up or credited as paid up to the extent of US$0.499 per Existing Share upon each of the shares in issue and by reducing the nominal value of all the issued and unissued Existing Shares in the share capital of the Company from US$0.500 to US$0.001 per Reduced Share (the “Capital Reduction”);

• (ii) subject to the Capital Reduction taking effect, the credit arising from the Capital Reduction be credited to the share premium account of the Company;

• (iii) all of the Reduced Shares resulting from the Capital Reduction shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the Company’s articles of association; and

• (iv) the directors of the Company (the “Directors”) be and are hereby authorised generally to do all things they may consider appropriate and desirable to effect and implement the Capital Reduction and the application of credit arising from the Capital Reduction.”

ORDINARY RESOLUTION

“ THAT conditional upon the Capital Reduction referred to in the special resolution set out in the notice convening this meeting becoming effective, the authorised share capital of the

– 9 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Company be increased from US$1,000,000 (divided into 1,000,000,000 Reduced Shares of US$0.001 each) to US$500,000,000 (divided into 500,000,000,000 Reduced Shares of US$0.001 each) by the creation of 499,000,000,000 unissued Reduced Shares of US$0.001 each, and that each such Reduced Share, upon issue, shall rank pari passu in all respects with the existing Reduced Shares (the “Increase in the Authorised Capital”) and that the Directors of the Company be and are hereby authorised to do all things and acts and sign all documents which they consider necessary, desirable, or expedient in connection with the implementation of the Increase in the Authorised Capital.”

By Order of the Board SOUTH SEA PETROLEUM HOLDINGS LIMITED Vivian Lam

Company Secretary

Hong Kong, 12 October 2011

Unit 6605, 66/F.,

The Center 99 Queen’s Road Central Hong Kong

Notes:

• (i) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

• (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the 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 be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited at 46/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.

• (iv) The register of members of the Company will be closed from Friday, 4 November, 2011 to Tuesday, 8 November, 2011, both dates inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the meeting, all completed transfer forms of shares (together with the relevant share certificates) must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration by no later than 4:30 p.m. on Thursday, 3 November, 2011.

As at the date of this notice, the board of Directors comprises of Mr. Guan Xinmin, Ms. Lee Sin Pyung and Ms. Zhang Xue being executive Directors, Mr. Lu Ren Jie, Mr. Chai Woon Chew and Mr. Ho Choi Chiu being independent non-executive Directors.

– 10 –