Folangsi Co., Ltd — Proxy Solicitation & Information Statement 2009

Apr 28, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in China Resources Land Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of China Resources Land Limited (the “Company”) to be held at Meeting Room S226–227, Hong Kong Convention and Exhibition Centre, Wanchai, Hong Kong on 3 June 2009 at 3:00 p.m. is set out on pages 14 to 17 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the annual general meeting in accordance with the instructions printed thereon. Completion of the form of proxy will not preclude the shareholders from attending and voting at the meeting if they so wish.

Hong Kong, 29 April 2009

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held
	at Meeting Room S226–227, Hong Kong Convention
	and Exhibition Centre, Wanchai, Hong Kong on 3 June
	2009 at 3:00 p.m., notice of which is set out on pages 14
	to 17 of this circular
“Company”	China Resources Land Limited, a company
	incorporated in the Cayman Islands with its shares
	listed on the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Latest Practicable Date”	23 April 2009, being the latest practicable date prior to
	the printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China
“Repurchase Proposal”	the proposal to give a general mandate to the
	Directors to exercise the powers of the Company to
	repurchase during the period as set out in the
	Repurchase Resolution Shares up to a maximum of
	10% of the issued share capital of the Company at the
	date of the Repurchase Resolution
“Repurchase Resolution”	the proposed ordinary resolution as referred to in
	resolution number 5 of the notice of the Annual
	General Meeting
“Share(s)”	share(s) of HK$0.10 each in the share capital of the
	Company
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules to
	regulate the repurchase by companies with primary
	listing on the Stock Exchange of their own securities
	on the Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers “$” Hong Kong dollar “%” Per Cent

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LETTER FROM THE CHAIRMAN

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1109)

Directors:

Executive Directors: Song Lin (Chairman) Wang Yin (Managing Director)

Non-Executive Directors:

Jiang Wei Yan Biao Liu Yan Jie Li Fuzuo Du Wenmin Ding Jiemin

Registered Office:

Ugland House South Church Street Post Office Box 309 George Town, Grand Cayman Cayman Islands British West Indies

Head Office:

Room 4301 China Resources Building 26 Harbour Road Wanchai, Hong Kong

Independent Non-Executive Directors: Wang Shi Ho Hin Ngai, Bosco Andrew Y. Yan Wan Kam To, Peter

Company Secretary: Lee Yip Wah, Peter

Hong Kong, 29 April 2009

To the shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 30 May 2008, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is

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LETTER FROM THE CHAIRMAN

therefore proposed to seek your approval of an ordinary resolution to be proposed at the Annual General Meeting to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase Shares. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in Appendix I hereto.

GENERAL MANDATE TO ISSUE SHARES

It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution (i.e. not exceeding 944,350,733 Shares based on the issued share capital of the Company of 4,721,753,668 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing the resolution) and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company at the date of the Repurchase Resolution.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors of the Company are Mr. Song Lin and Mr. Wang Yin; the non-executive Directors of the Company are Mr. Jiang Wei, Mr. Yan Biao, Mr. Liu Yan Jie, Mr. Li Fuzuo, Mr. Du Wenmin and Mr. Ding Jiemin and the independent non-executive Directors of the Company are Mr. Wang Shi, Mr. Ho Hin Ngai, Bosco, Mr. Andrew Y. Yan and Mr. Wan Kam To, Peter.

Mr. Ding Jiemin and Mr. Wan Kam To, Peter were appointed as Directors by the Board on 12 September 2008 and 3 March 2009 respectively. Pursuant to article 99 of the articles of association of the Company, Mr. Ding Jiemin and Mr. Wan Kam To, Peter shall hold office only until the Annual General Meeting and shall be eligible and offer himself for re-election. Pursuant to article 116 of the articles of association of the Company, Mr. Wang Yin, Mr. Yan Biao, Mr. Ho Hin Ngai and Mr. Yan Y. Andrew shall retire from office by rotation at the Annual General Meeting and shall be eligible and offer themselves for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

ANNUAL GENERAL MEETING

Set out on pages 14 to 17 of this circular is the notice convening the Annual General Meeting.

At the Annual General Meeting, resolutions will be proposed to the shareholders in respect of ordinary business to be considered at the Annual General Meeting, including re-election of Directors, and special business to be considered at the Annual General Meeting, being the Ordinary Resolutions proposed to approve the Repurchase Proposal, the general mandate for Directors to issue new Shares and the extension of the general mandate to issue new Shares.

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LETTER FROM THE CHAIRMAN

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed herewith. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s head office at Room 4301, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of a form of proxy will not prevent you from attending and voting in person at the Annual General Meeting if you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the Repurchase Proposal, the proposed general mandate for Directors to issue new Shares, the proposed extension of the generate mandate to issue new Shares and the proposed re-election of retiring Directors are all in the best interest of the Company and its shareholders. Accordingly, the Directors recommend that all shareholders should vote in favour of such resolutions to be proposed at the Annual General Meeting.

Yours faithfully, Song Lin Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,721,753,668 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 472,175,366 Shares representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the law of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2008 in the event that the Repurchase Proposal was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Proposal to such 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.

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APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

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

	Shares
	Highest	Lowest
	HK$	HK$
April 2008	16.50	12.68
May 2008	16.90	12.04
June 2008	14.12	10.40
July 2008	12.40	9.85
August 2008	10.34	7.20
September 2008	10.20	6.50
October 2008	9.85	5.90
November 2008	10.30	7.10
December 2008	10.96	8.10
January 2009	10.54	8.49
February 2009	9.31	7.70
March 2009	12.20	7.80
April 2009 (up to the Latest Practicable Date)	14.28	11.92

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

6. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, China Resources National Corporation, the ultimate holding company of the Company, is interested in 3,173,401,240 Shares (representing approximately 67.21% of the total issued share capital of the Company as at the Latest Practicable Date). In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Proposal, then (if the present shareholdings remains the same) the attributable interests of China Resources National Corp. would be increased to approximately 74.68% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date, except that as at the Latest Practicable Date, the Company had through the trustee purchased 19,900,000 Shares from the market at an aggregate consideration of HK$162,241,728.96 (including transaction costs) under the restricted share award scheme adopted on 30 May 2008 and the purchased Shares have been held in trust by the trustee.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wang Yin

Mr. Wang Yin, Managing Director, aged 52, was appointed the Managing Director in August 2001. He is responsible for the execution of strategies and day-to-day operation of the Group. He is also a director and a Deputy President of China Resources (Holdings) Co. Ltd. and a director of China Resources National Corporation. The former is the immediate holding company of the Company and the later is the ultimate holding company of the Company. Mr Wang is also a Director of China Vanke Co., Ltd, which is a listed company in PRC. Mr. Wang has a Bachelor of Economics degree from Shangdong University in PRC and a Master of Business Administration degree from the University of San Francisco in the United States. He joined China Resources (Holdings) Company Limited in 1984. Save as disclosed above, Mr. Wang did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

There is no service contract between the Company and Mr. Wang. He has no fixed term of service with the Company. He will be subject to rotational retirement and reelection requirements at annual general meetings pursuant to the articles of association of the Company. The Director’s fee payable to Mr. Wang as a Director is determined by shareholders of the Company in annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$70,000 for each executive Director. For the year ended 31 December 2008, he received a total emolument (including salaries and other benefits and contribution to retirement benefit schemes) of HK$3,162,000, which was determined with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Save as disclosed above, Mr. Wang is and was not connected with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Wang has personal interest in 5,230,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Wang has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

Mr. Yan Biao

Mr. Yan Biao, non-executive Director, aged 47, was appointed an executive Director in August 1996 and was re-designated as a non-executive Director in February 2006. Mr. Yan is a director of China Resources (Holdings) Company Limited and China Resources National Corporation. The former is the immediate holding company of the Company and the latter is its ultimate holding company. He is also a non-executive director of a fellow subsidiary of the Company, China Resources Enterprise, Limited with its shares listed on the Stock Exchange. He is the Director of Legal Affairs of the China Resources Group. He has a Bachelor of Laws degree from the Peking University, PRC and an MBA degree from the University of San Francisco in the United States. He joined China Resources (Holdings) Company Limited in 1985. Save as disclosed above, Mr. Yan did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is no service contract between the Company and Mr. Yan. He has no fixed term of service with the Company. He will be subject to rotational retirement and re-election requirements at annual general meetings pursuant to the articles of association of the Company. The Director’s fee payable to Mr. Yan as a Director is determined by shareholders of the Company in annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$70,000 for each non-executive Director with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Save as disclosed above, Mr. Yan is and was not connected with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yan has personal interest in 1,992,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Yan has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

Mr. Ding Jiemin

Mr. Ding Jiemin, non-executive Director, aged 51, was appointed as non-executive Director on 12 September 2008. He is currently President of the Architectural Design and Research Institute of Tongji University, Assistant to President of Tongji University, Chairman of Shanghai Tongji Science & Technology Industrial Co., Ltd. which is a listed company in PRC. Mr. Ding is also a director of the Architectural Design and Research Institute of Tongji University, Deputy Chairman of Shanghai Tongji Science & Technology Park Co., Ltd. and Chairman of Shanghai Tongwen Property Co., Ltd. Mr. Ding has extensive experience in corporate management. He is also a Professor of Structural Engineering at the Tongji University, Shanghai. He graduated from Tongji University in Structural Engineering in 1990 with a Ph.D. Mr. Ding is a Fellow of the Institution of Structural Engineers and a member of standing committee of China Civil Engineering Society. Save as disclosed above, Mr. Ding did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

There is no service contract between the Company and Mr. Ding. He has no fixed term of service with the Company. Pursuant to article 99 of the articles of association of the Company, Mr. Ding shall hold office only until the Annual General Meeting and shall be eligible for re-election. Thereafter, he will be subject to rotational retirement and re-election requirements at annual general meetings pursuant to the articles of association of the Company. The Director’s fee payable to Mr. Ding as Director is determined by shareholders of the Company at annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$70,000 for each non-executive Director with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Mr. Ding is and was not connected with any directors, senior management or substantial or controlling shareholders of the

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Company. As at the Latest Practicable Date, Mr. Ding did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Ding has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

Mr. Ho Hin Ngai, Bosco

Mr. Ho Hin Ngai, Bosco, independent non-executive Director, aged 64, was appointed independent non-executive Director in September 2005. Mr. Ho is a graduate from the Department of Architecture of University of Hong Kong. He worked in several renowned architectural practices in UK and HK before founding Ho & Partners Architects Engineers and Development Consultants Limited in 1980. He is Authorized Person (Architect) Hong Kong, Member of Hong Kong Institute of Architects and of Royal Institute of British Architects. His varied projects can be found in mainland China, Hong Kong, India, South-East Asia and Middle East. Mr. Ho did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

There is no service contract between the Company and Mr. Ho. He has no fixed term of service with the Company. He will be subject to rotational retirement and re-election requirements at annual general meetings pursuant to the articles of association of the Company. The Director’s fee payable to Mr. Ho as Director is determined by shareholders of the Company in annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$120,000 for each independent non-executive Director with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Mr. Ho is and was not connected with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ho did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Ho has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

Mr. Andrew Y. Yan

Mr. Andrew Y. Yan, independent non-executive Director, aged 51, was appointed as independent non-executive Director in July 2006. He also serves as the Chairman of the Company’s remuneration committee. Currently, he is the Managing Partner of SAIF Partners III and SB Asia Investment Fund II, and the Executive Managing Director of Softbank Asia Infrastructure Fund (SAIF). Mr. Yan is also an independent non-executive director of China Oilfield Services Limited, Digital China Holdings Limited, Fosun

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

International Ltd. and Stone Group Holdings Ltd., all four companies are listed companies in Hong Kong. Mr. Yan received his first Master’s degree in Sociology and Economics from Beijing University in 1986 and second Master’s degree from Princeton University in the United States in 1989. He obtained his Bachelor’s degree in Engineering from Nanjing Aeronautic Institute in the PRC. Save as disclosed above, Mr. Yan did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

The service contract between the Company and Mr. Yan has a fixed term of three years. He will be subject to rotational retirement and re-election requirements at annual general meetings pursuant to the articles of association of the Company. Under the service contract, Mr. Yan is entitled to receive the Director’s fee which is determined by the shareholders of the Company at the annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$120,000 for each independent non-executive Director with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Mr. Yan is and was not connected with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yan did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Yan has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

Mr. Wan Kam To, Peter

Mr. Wan Kam To, Peter, independent non-executive Director, aged 56, was appointed as independent non-executive Director on 3 March 2009. He has over 30 years of experience in auditing, finance, advisory and management. He was a partner of PricewaterhouseCoopers Hong Kong and China firm until his retirement on 30 June 2008. Mr. Wan is currently an independent director of Mindray Medical International Limited, a company listed in the New York Stock Exchange, USA and United Commercial Bank (China) Limited in Shanghai, PRC and the Chairman of their respective audit committee. He also serves as a director or committee member of a number of non-government organizations and voluntary agencies. He is a Fellow of Hong Kong Institute of Certified Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Directors. Save as disclosed above, Mr. Wan did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company’s group.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is no service contract between the Company and Mr. Wan. He has no fixed term of service with the Company. Pursuant to article 99 of the articles of association of the Company, Mr. Wan shall hold office only until the Annual General Meeting and shall be eligible for re-election. Thereafter, he will be subject to rotational retirement and re-election requirements at annual general meetings pursuant to the articles of association of the Company. The Director’s fee payable to Mr. Wan as Director is determined by shareholders of the Company at annual general meeting. At the annual general meeting of the Company held on 30 May 2008, it was approved that the Directors’ fee for the year ended 31 December 2008 be determined at HK$120,000 for each independent non-executive Director with reference to his duties and responsibility with the Company, the Company’s performance and the current market situation. Mr. Wan is and was not connected with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Wan did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Wan has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at Meeting Room S226–227, Hong Kong Convention and Exhibition Centre, Wanchai, Hong Kong on Wednesday, 3 June 2009 at 3:00 p.m. for the following purposes:–

1. To receive and consider the audited Financial Statements and the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2008.

2. To declare a final dividend.

3. To re-elect Directors and to fix the remuneration of Directors.

4. To re-appoint Auditors and authorise the Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

“THAT :

• (a) subject to 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 HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong 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 of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which the Directors of the Company are authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this Resolution, “Relevant Period” means the period from 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 law to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

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

“THAT :

• (a) subject to 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 allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants 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;

• (c) the aggregate nominal amount of share capital 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 paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company

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NOTICE OF ANNUAL GENERAL MEETING

which are convertible into shares of the Company; or (iv) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time, shall not exceed 20% 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 purpose of this Resolution,

“Relevant Period” means the period from 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 law to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register 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 laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

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

“ THAT subject to the passing of the Resolution nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 5 set out

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NOTICE OF ANNUAL GENERAL MEETING

in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the said Resolution.””

By Order of the Board LEE Yip Wah, Peter Secretary

Hong Kong, 29 April 2009

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the head office of the Company at Room 4301, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. The register of members of the Company will be closed from Wednesday, 27 May 2009 to Wednesday, 3 June 2009, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Registrar, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 26 May 2009.

4. With regard to item no. 3 in this notice, the Board of Directors of the Company proposes that six retiring Directors, namely Mr. Wang Yin, Mr. Yan Biao, Mr. Ding Jiemin, Mr. Ho Hin Ngai, Mr. Yan Y. Andrew and Mr. Wan Kam To, Peter who shall be eligible for re-election, be re-elected as Directors of the Company. Details of these Directors are set out in appendix II of the circular to shareholders dated 29 April 2009.

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