Greentech Technology International Limited — Proxy Solicitation & Information Statement 2015

Apr 24, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in L’sea Resources International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED

利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

AND

ADDITIONAL ADJUSTMENT EVENTS IN RELATION TO CONVERSION PRICE OF CONVERTIBLE BONDS

AND

SPECIFIC MANDATE FOR ISSUANCE OF SHARES UPON

CONVERSION OF CONVERTIBLE BONDS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong on 18 May 2015 at 11:00am is set out on pages 23 to 25 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

24 April 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX	— EXTRACT OF PROVISIONS IN THE TERMS AND CONDITIONS
	OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT
	TO CONVERSION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

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DEFINITIONS

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

• ‘‘Announcement’’ the announcement of the Company dated 21 April 2015 in relation to the Additional Adjustment Events and the Specific Mandate;

• ‘‘Board’’ the board of Directors;

• ‘‘Company’’ L’sea Resources International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange;

• ‘‘Conversion Price’’ the issue price of the Shares upon conversion of the Convertible Bonds;

• ‘‘Conversion Shares’’ Shares to be issued and allotted by the Company upon conversion of the Convertible Bonds;

• ‘‘Convertible Bonds’’ the convertible bonds in the total principal amount of HK$773,500,000 issued by the Company on 4 March 2011;

• ‘‘Director(s)’’ director(s) of the Company;

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong on 18 May 2015 at 11:00am to approve the Additional Adjustment Events and Specific Mandate, notice of which is set out on pages 23 to 25 of this circular;

• ‘‘Group’’ the Company and its subsidiaries; ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘Issue’’ the issue of a total of 2,250,000,000 new Shares by the Company on 22 February 2013 upon the completion of the Placing and the Loan Capitalization;

• ‘‘Latest Practicable Date’’ 22 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular;

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DEFINITIONS

• ‘‘Loan Capitalization’’

• the subscription of a total of 446,000,000 Shares by Mr. Xie Haiyu at HK$0.20 per Share by capitalizing the loan in the sum of HK$89,200,000 which was advanced by Mr. Xie Haiyu to the Group;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘New Conversion Price’’ the Conversion Price for the Convertible Bonds of HK$1.211 per Share which will become effective retrospectively from 22 February 2013, being the date of completion of the Issue, subject to approval of the Shareholders of the Company at the EGM;

• ‘‘Placing’’ the placing of a total of 1,804,000,000 Shares by the Company at HK$0.20 per Share;

• ‘‘Share(s)’’ the ordinary share(s) of HK$0.005 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ the holder(s) of the Shares;

• ‘‘Specific Mandate’’

• specific approval of the Shareholders for the issuance of Shares upon conversion of the Convertible Bonds at the Conversion Price as adjusted from time to time in accordance with the terms and conditions of the Convertible Bonds (including without limitation the issuance of Shares at the New Conversion Price (being the adjusted Conversion Price resulting from the Issue) or at any Conversion Price as may be further adjusted from time to time as a result of any other Additional Adjustment Event);

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited;

• ‘‘HK$’’

• ‘‘%’’

• Hong Kong dollars, the lawful currency of Hong Kong; and per cent.

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LETTER FROM THE BOARD

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

Executive Directors:

Mr. NIE Dong Mr. CHEUNG Wai Kuen Mr. WANG Chuanhu Dr. SHI Simon Hao

Independent Non-executive Directors:

Mr. CHI Chi Hung, Kenneth Mr. DENG Shichuan Mr. James MUNN

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong:

Suite No. 1B on 9/F, Tower 1 China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong

24 April 2015

To the Shareholders

Dear Sir or Madam,

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS AND

ADDITIONAL ADJUSTMENT EVENTS IN RELATION TO CONVERSION PRICE OF CONVERTIBLE BONDS

AND

SPECIFIC MANDATE FOR ISSUANCE OF SHARES UPON CONVERSION OF CONVERTIBLE BONDS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

Reference is made to the following announcements and circulars of the Company:

• (a) announcement of the Company dated 16 August 2010 and circular of the Company dated 31 December 2010 in relation to, among others, the issue of the Convertible Bonds (the ‘‘Previous Circular’’);

• (b) announcement of the Company dated 27 September 2012 and circular of the Company dated 2 November 2012 in relation to the Placing and Loan Capitalization; and

• (c) the Announcement.

The purpose of this circular is (i) to provide you with further information on the Additional Adjustment Events and the Specific Mandate; and (ii) to give the Shareholders the notice of the EGM and other information required by the Listing Rules.

ADJUSTMENT OF CONVERSION PRICE OF THE CONVERTIBLE BONDS RESULTING FROM THE ISSUE

As disclosed in the Announcement, pursuant to the terms and conditions of the Convertible Bonds, as the new Shares issued by the Company under the Issue were issued at a discount to the market price of the Share, the Conversion Price for the Convertible Bonds shall be adjusted from HK$1.47 per Share (the ‘‘Original Conversion Price’’) to the New Conversion Price, being HK$1.211 per Share, which will become effective retrospectively from 22 February 2013, being the date of completion of the Issue, subject to approval of the Shareholders at the EGM to be convened by the Company and the listing committee of the Stock Exchange granting the approval for the listing of and permission to deal in the Conversion Shares as disclosed in the paragraph headed ‘‘Additional Adjustment Events in relation to Conversion Price and specific mandate for issuance of Shares upon conversion of Convertible Bonds’’ below. All other terms of the Convertible Bonds remain unchanged.

The auditor of the Company has issued a report of factual findings addressed to the Board on agreed-upon procedures performed, in accordance with the Hong Kong Related Services 4400 ‘‘Engagements to Perform Agreed-Upon Procedures Regarding Financial Information’’, on the computation of the adjustments to the Original Conversion Price, stating that the computation of the New Conversion Price is mathematically accurate and the formula used to derive the New Conversion Price is in agreement with the formula as set out in the relevant provision of the terms and conditions of the Convertible Bonds.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there are still outstanding Convertible Bonds with a principal amount of HK$176,400,000 and the total number of Shares in issue is 5,130,000,000. Subject to the approval of the Shareholders at the EGM and upon the New Conversion Price becoming effective, the maximum number of Shares to be issued by the Company upon full conversion of the outstanding Convertible Bonds will be as follows:

				Maximum	Approximate		Maximum	Approximate
				number of	percentage of		number of	percentage of
				Shares to be	issued share		Shares to be	issued share
				issued based	capital as at		issued based	capital as at
			on	the Original	the Latest	New	on the New	the Latest
				Conversion	Practicable	Conversion	Conversion	Practicable
Original	Conversion	Price		Price	Date	Price	Price	Date
HK$1.47				120,000,000	2.34%	HK$1.211	145,664,739	2.84%

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LETTER FROM THE BOARD

The shareholding in the Company (a) as at the Latest Practicable Date; (b) immediately after full conversion of the Convertible Bonds at the Original Conversion Price; and (c) immediately after full conversion of the Convertible Bonds at the New Conversion Price (assuming no further Shares will be issued or repurchased from the date of this circular to the date upon which the Convertible Bonds are fully converted) are as follows:

Xie Haiyu Munsun Umbrella Trust- Munsun Stable Growth Fund (of which TMF (Cayman) Ltd. acts as Trustee) Munsun Global Mining Investment Fund II LP Wang Jianhu Munsun Global Mining Investment Fund LP Munsun China Opportunity Investment Fund Other Shareholders Holder(s) of the Convertible Bonds Total issued Shares	As at the Latest Practicable Date No. of Shares Approx. % 994,610,000 19.39 851,390,000 16.60 639,180,000 12.46 313,900,000 6.12 32,390,000 0.63 7,140,000 0.14 2,291,390,000 44.66 Nil N/A 5,130,000,000 100	Immediately upon full conversion of the Convertible Bonds at the Original Conversion Price No. of Shares Approx. % 994,610,000 18.94 851,390,000 16.22 639,180,000 12.17 313,900,000 5.98 32,390,000 0.62 7,140,000 0.14 2,291,390,000 43.64 120,000,000 2.29 5,250,000,000 100	Immediately upon full conversion of the Convertible Bonds at the New Conversion Price No. of Shares Approx. % 994,610,000 18.85 851,390,000 16.14 639,180,000 12.12 313,900,000 5.95 32,390,000 0.61 7,140,000 0.14 2,291,390,000 43.43 145,664,739 2.76 5,275,664,739 100	Immediately upon full conversion of the Convertible Bonds at the New Conversion Price No. of Shares Approx. % 994,610,000 18.85 851,390,000 16.14 639,180,000 12.12 313,900,000 5.95 32,390,000 0.61 7,140,000 0.14 2,291,390,000 43.43 145,664,739 2.76 5,275,664,739 100
				100

ADDITIONAL ADJUSTMENT EVENTS IN RELATION TO CONVERSION PRICE AND SPECIFIC MANDATE FOR ISSUANCE OF SHARES UPON CONVERSION OF CONVERTIBLE BONDS

It has recently come to the Company’s attention that pursuant to sub-paragraphs (c), (d), (e), (f), (g), (h), (i) and (j) of Condition 7(A) of the terms and conditions of the Convertible Bonds, apart from the events disclosed on page 23 of the Previous Circular, the following events will also trigger an adjustment of the Conversion Price of the Convertible Bonds in the manner set out in the terms and conditions of the Convertible Bonds (the ‘‘Additional Adjustment Events’’):

• (a) capital distribution (including distributions in cash or specie) to shareholders or the grant of rights to shareholders to acquire for cash assets of the Company or any of its subsidiaries;

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LETTER FROM THE BOARD

• (b) the grant of options, warrants or other rights to subscribe for new Shares at a price which is less than the market price of the Share;

• (c) (i) an issue by the Company wholly for cash of any securities which by their terms are convertible into or exchange for or carry rights of subscription for new Shares, and the total effective consideration per Share initially receivable for such securities is less the market price of the Share; and (ii) any modification of the rights of conversion or exchange or subscription attached to any such securities as are mentioned in (i) above so that the total effective consideration per Share initially receivable for such securities shall be less than the market price of the Share;

• (d) an issue by the Company of any Share wholly for cash at a price per share which is less than the market price of the share;

• (e) an issue by the Company of any Share for the acquisition of asset at a total effective consideration per Share which is less than the market price of the Share;

• (f) scrip dividend;

• (g) an issue by the Company of any Share or any convertible securities at a total effective consideration per Share (as determined in the same manner for determining the effective consideration for the purpose of (c) and (e)) which is lower than the Conversion Price of the Convertible Bonds as adjusted from time to time; and

• (h) a change of control of the Company (For this purpose, ‘‘control’’ means the acquisition or control of more than 50% of the voting rights of the Company or the rights to appoint and/or remove all or the majority of the directors of the Company, whether directly or indirectly and whether by obtaining ownership of shares, possession of the voting rights, contract or otherwise).

Please refer to Condition 7 of the terms and conditions of the Convertible Bonds as reproduced in the Appendix for details of the events which may trigger an adjustment to the Conversion Price (including the Additional Adjustment Events) and the manner in which such adjustment shall be made.

To the best of the Directors’ knowledge, information and belief, the non-disclosure of the Additional Adjustment Events was due to inadvertent omission. Failure to adjust the Conversion Price and (in case of conversion rights attached to the Convertible Bonds being exercised) deliver the Conversion Shares to the holders of the Convertible Bonds after the Issue or the occurrence of any other Additional Adjustment Event in future would constitute a breach of the terms and conditions of the Convertible Bonds and/or an event of default thereunder, resulting in potential claims against the Company for such breach and/or the outstanding Convertible Bonds becoming immediately due and payable before their maturity. In the event that early repayment of the outstanding Convertible Bonds is so required, the Company will have to raise funds to pay off the outstanding principal and interest thereunder.

– 7 –

LETTER FROM THE BOARD

Although the issuance of the Convertible Bonds has been approved by the Shareholders at the extraordinary general meeting of the Company held on 19 January 2011, in view of the fact that the Additional Adjustment Events have not been specifically disclosed in the Previous Circular and for the purpose of avoidance of any doubt, the Directors consider it desirable to convene the EGM and to seek Shareholders’ specific approval for (i) the provisions for and in relation to the Additional Adjustment Events as contained in the terms and conditions of the Convertible Bonds and the granting of the authority to the Board to make adjustment to the Conversion Price of the Convertible Bonds in accordance with the terms and conditions of the Convertible Bonds (including without limitation to adjust the Conversion Price from the Original Conversion Price of the Convertible Bonds to the New Conversion Price with retrospective effect from 22 February 2013 as a result of the Issue which falls within the scope of (d) of the Additional Adjustment Events above and may further adjust the Conversion Price from time to time as a result of any other Additional Adjustment Event); and (ii) the Specific Mandate. The Shareholders who wish to obtain further details of the Additional Adjustment Events and other terms and conditions of the Convertible Bonds may inspect the full text of the terms and conditions of the Convertible Bonds, which is available for inspection at the Company’s principal place of business in Hong Kong located at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The full text of the terms and conditions of the Convertible Bonds will also be tabled for the Shareholder’s information at the EGM.

The Company will apply to the listing committee of the Stock Exchange for the approval for the listing of, and permission to deal in, the Conversion Shares.

UTILIZATION OF PROCEEDS FROM THE ISSUE OF THE CONVERTIBLE BONDS

As disclosed in the Previous Circular, the proceeds from the issue of the Convertible Bonds have been applied towards the satisfaction of the payment of part of the consideration to the vendor for the Group’s acquisition of the entire issued share capital of Parksong Mining and Resource Recycling Limited.

GENERAL INFORMATION

The Group is principally engaged in exploration of non-ferrous metal resources including mining and sale of tin and copper resources.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the holder of the outstanding Convertible Bonds is an investment holding company and each of the bondholder and its ultimate beneficial owner are independent third parties and are not connected with the Company or any of its connected persons (as defined under the Listing Rules).

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LETTER FROM THE BOARD

EGM

There is set out on pages 23 to 25 of this circular a notice convening the EGM to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong on 18 May 2015 at 11:00am at which an ordinary resolution will be proposed for the approval by the Shareholders by poll of the Additional Adjustment Events and the Specific Mandate.

Whether or not you intend to attend the EGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof if you so wish.

Pursuant to article 66 of the articles of association of the Company, a resolution put to the vote of a meeting shall be decided by way of a poll if voting by way of poll is required by the rules of the Stock Exchange or a poll is otherwise demanded in accordance with that article 66.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

Accordingly, the ordinary resolution set out in the EGM Notice will be put to vote by way of poll at the EGM.

As at the Latest Practicable Date, Munsun China Opportunity Investment Fund, Munsun Global Mining Investment Fund LP, Munsun Global Mining Investment Fund II LP and Munsun Umbrella Trust — Munsun Stable Growth Fund together owned 1,530,100,000 Shares (representing approximately 29.83% of the issued share capital of the Company).

Each of Munsun China Opportunity Investment Fund, Munsun Global Mining Investment Fund LP, Munsun Global Mining Investment Fund II LP and Munsun Asset Management (Asia) Limited (as investment manager of the Munsun Umbrella Trust — Munsun Stable Growth Fund) has given an undertaking to the Company that it will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of those of the aforesaid Shares beneficially owned by it (or in case of Munsun Asset Management (Asia) Limited, owned by Munsun Umbrella Trust — Munsun Stable Growth Fund) in favour of the resolution proposed at the EGM for approving the Additional Adjustment Events and Specific Mandate.

– 9 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Xie Haiyu owned 994,610,000 Shares (representing approximately 19.39% of the issued share capital of the Company). Mr. Xie has given an undertaking to the Company that he will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of the aforesaid Shares in favour of the resolution proposed at the EGM for approving the Additional Adjustment Events and Specific Mandate.

As at the Latest Practicable Date, Mr. Wang Jianhu owned 313,900,000 Shares (representing approximately 6.12% of the issued share capital of the Company). Mr. Wang has given an undertaking to the Company that he will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of the aforesaid Shares beneficially owned by him in favour of the resolution proposed at the EGM for approving the Additional Adjustment Events and Specific Mandate.

RECOMMENDATION

The Company is obliged under the terms and conditions of the Convertible Bonds to make the adjustment to the Conversion Price of the Convertible Bonds in case any of the Additional Adjustment Events occurs and should the holders of the Convertible Bonds exercise the conversion rights, to issue the Shares to such holder upon conversion of the Convertible Bonds at the Conversion Price adjusted in accordance with the terms and conditions of the Convertible Bonds. The Issue was completed on 22 February 2013 and the resulting adjustment to the Conversion Price of the Convertible Bonds should have been made. Failure to adjust the Conversion Price and (in case of conversion rights attached to the Convertible Bonds being exercised) deliver the Conversion Shares to the holders of the Convertible Bonds after the Issue or the occurrence of any other Additional Adjustment Event in future would constitute a breach of the terms and conditions of the Convertible Bonds and/or an event of default thereunder, resulting in potential claims against the Company for such breach and/or the outstanding Convertible Bonds becoming immediately due and payable before their maturity. In the event that early repayment of the outstanding Convertible Bonds is so required, the Company will have to raise funds to pay off the outstanding principal and interest thereunder. As such, the approval of the Additional Adjustment Events and the Specific Mandate is in the interests of the Company and the Shareholders as a whole and the Directors therefore recommend all Shareholders should vote in favour of the ordinary resolution approving the Additional Adjustment Events and the Specific Mandate at the EGM.

– 10 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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.

By Order of the Board

L’sea Resources International Holdings Limited NIE Dong

Executive Director and Chief Executive Officer

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EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

APPENDIX

The following are the provisions regarding adjustment to the Conversion Price of the Convertible Bonds extracted from the terms and conditions of the Convertible Bonds:

7. ADJUSTMENT

• (A) Subject as hereinafter provided, the Conversion Price shall from time to time be adjusted in accordance with the following relevant provisions and so that if the event giving rise to any such adjustment shall be such as would be capable of falling within more than one of sub-paragraphs (a) to (g) inclusive of this Condition 7(A) it shall fall within the first of the applicable paragraphs to the exclusion of the remaining paragraphs:

• (a) If and whenever the Shares by reason of any consolidation or sub-division become of a different nominal amount, the Conversion Price in force immediately prior thereto shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount. Each such adjustment shall be effective from the close of business in Hong Kong on the day immediately preceding the date on which the consolidation or sub-division becomes effective.

• (b) If and whenever the Company shall issue (other than in lieu of a cash dividend) any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the Conversion Price in force immediately prior to such issue shall be adjusted by multiplying it by the aggregate nominal amount of the issued Shares immediately before such issue and dividing the result by the sum of such aggregate nominal amount and the aggregate nominal amount of the Shares issued in such capitalisation. Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue.

• (c) If and whenever the Company shall make any Capital Distribution (as defined in Condition 7(B)) to holders (in their capacity as such) of Shares (whether on a reduction of capital or otherwise) or shall grant to such holders rights to acquire for cash assets of the Company or any of its subsidiaries, the Conversion Price in force immediately prior to such distribution or grant shall be reduced by multiplying it by the following fraction:

A – B

A

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EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

APPENDIX

where:

• A = the market price (as defined in Condition 7(B)) on the date on which the Capital Distribution or, as the case may be, the grant is publicly announced or (failing any such announcement) next preceding day of the Capital Distribution or, as the case may be, of the grant; and

• B = the fair market value on the day of such announcement or (as the case may require) the next preceding day, as determined in good faith by the Auditors, of the portion of the Capital Distribution or of such rights which is attributable to one Share. For avoidance of doubt, if the Capital Distribution is distributions in cash the fair market value shall be the cash value and determination by the Auditors is not required.

Provided that:

• (aa) if in the opinion of the Auditors, the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine (and in such event the above formula shall be construed as if B meant) the amount of the said market price which should properly be attributed to the value of the Capital Distribution or rights; and

• (bb) the provisions of this sub-paragraph (c) shall not apply in relation to the issue of Shares paid out of profits or reserves and issued in lieu of a cash dividend.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the Capital Distribution or grant.

• (d) If and whenever the Company shall offer to holders of Shares new Shares for subscription by way of rights, or shall grant holders of Shares any options or warrants to subscribe for new Shares, at a price which is less than the market price on the date of the announcement of the terms of the offer or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of the announcement of such offer or grant by a fraction of which the numerator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares which the aggregate of the amount (if any) payable for the rights, options or warrants and of the amount payable for the total number of new Shares comprised therein would purchase at such market price and the denominator is the number of Shares in issue immediately before the date of such announcement plus the aggregate number of Shares offered for subscription or comprised in the options or warrants. Such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the

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EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

APPENDIX

record date for the offer or grant. Provided however that no such adjustment shall be made if the Company shall make a like offer or grant (as the case may be) at the same time to the Bondholder (subject to such exclusions or other arrangement 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 recognized body or any stock exchange in any territory outside Hong Kong) as if it had exercised the Conversion rights under the Bond registered in its name in full on the day immediately preceding the record date for such offer or grant.

• (e) (aa) If and whenever the Company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new Shares, and the total Effective Consideration per Share (as defined below) initially receivable for such securities is less than the market price on the date of the announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the issue by a fraction of which the numerator is the number of Shares in issue immediately before the date of the issue plus the number of Shares which the total Effective Consideration receivable for the securities issued would purchase at such market price and the denominator is the number of Shares in issue immediately before the date of the issue plus the number of Shares to be issued upon conversion or exchange of, or the exercise of the subscription rights conferred by, such securities at the initial conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retroactively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the conversion or exchange rate or subscription price.

• (bb) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in section (aa) of this sub-paragraph (e) are modified so that the total Effective Consideration per Share initially receivable for such securities shall be less than the market price on the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by a fraction of which the numerator is the number of Shares in issue immediately before the date of such modification plus the number of Shares which the total Effective Consideration receivable for the securities issued at the modified conversion or exchange price would purchase at such market price and of which the denominator is the number of Shares in issue

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EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

APPENDIX

immediately before such date of modification plus the number of Shares to be issued upon conversion or exchange of or the exercise of the subscription rights conferred by such securities at the modified conversion or exchange rate or subscription price. Such adjustment shall become effective as at the date upon which such modification shall take effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purposes where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustment of conversion or exchange terms.

For the purposes of this sub-paragraph (e), the ‘‘total Effective Consideration’’ receivable for the securities issued shall be deemed to be the consideration receivable by the Company for any such securities plus the additional minimum consideration (if any) to be received by the Company upon (and assuming) the conversion or exchange thereof or the exercise of such subscription rights, and the total Effective Consideration per Share initially receivable for such securities shall be such aggregate consideration divided by the number of Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange rate or the exercise of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue.

• (f) If and whenever the Company shall issue wholly for cash any Shares at a price per Share which is less than the market price on the date of the announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of such announcement by a fraction of which the numerator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares which the aggregate amount payable for the issue would purchase at such market price and the denominator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares so issued. Such adjustment shall become effective on the date of the issue;

• (g) If and whenever the Company shall issue Shares for the acquisition of asset at a total Effective Consideration per Share (as defined in this sub-paragraph (g) below) which is less than the market price (as defined in Condition 7(B)) at the date of the announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying it by a fraction of which the numerator shall be the total Effective Consideration per Share and the denominator shall be such market price. Such adjustment shall become effective (if appropriate retroactively) from the close of business in Hong Kong on the Business Day next preceding the date on which the Company determines the issue price for such Shares. For the purpose of this sub-

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paragraph (g) ‘‘total Effective Consideration’’ shall be the aggregate consideration credited as being paid for such Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof, and the ‘‘total Effective Consideration per Share’’ shall be the total Effective Consideration divided by the number of Shares issued as aforesaid; and

• (h) If and whenever the Company shall issue Shares credited as fully paid by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve fund), except in certain circumstances specified in the bye-laws of the Company, Shares paid up out of distributable profits or reserves and/or share premium account or capital redemption reserve fund issued in lieu of the whole or any part of a relevant cash dividend, being a scrip dividend (but only to the extent that the market value of such Shares exceeds 110 per cent. of the amount of such relevant cash dividend or the relevant part thereof) and which would not have constituting equity share capital of the Company, credited as fully paid to Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the issue of such Shares by the following fraction:

==> picture [49 x 23] intentionally omitted <==

where:

A is the aggregate nominal amount of the issued Shares immediately before such issue;

B is the aggregate nominal amount of Shares issued by way of such scrip dividend multiplied by a fraction of which (i) the numerator is the amount per Share of the whole, or the relevant part, of the relevant cash dividend and (ii) the denominator is the market value of the number of Shares issued in respect of each existing share in lieu of the whole, or the relevant part, of the relevant cash dividend; and

C is the aggregate nominal amount of Shares issued by way of such scrip dividend;

Or by marking such other adjustment as the Auditors shall certify is fair and reasonable.

Such adjustment shall become effective on the date of issue of such Shares.

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(i) Issue of the Shares or convertible securities at price lower than the Conversion Price

If and whenever the Company shall issue wholly any Shares or any convertible securities at a total Effective Consideration (as defined in Condition 7(A)(e) or Condition 7(A)(g), as the case may be) per Share which is lower than the Conversion Price as adjusted from time to time, the Conversion Price shall be adjusted to be such issue price or Effective Consideration per Share (as the case may be). Such adjustment shall become effective on the date of issue of such Shares.

(j) Conversion Upon Change of Control

If a Change of Control (as defined below) shall have occurred, the Company shall give notice of that fact to the Bondholders (the ‘‘Change of Control Notice’’) in accordance with Condition 14 within five days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 30 days following a Change of Control, or, if later, 30 days following the date on which the Change of Control Notice is given to Bondholders (such period, the ‘‘Change of Control Conversion Period’’), the Conversion Price shall be adjusted in accordance with the following formula:

==> picture [103 x 25] intentionally omitted <==

where:

NCP is the Conversion Price after such adjustment;

OCP is for the purposes of this Condition 7(A)(j) the Conversion Price applicable on the relevant Conversion Date in respect of any conversion pursuant to this Condition 7(A)(j);

Conversion is 30 per cent. expressed as a fraction;

Premium

(‘‘CP’’)

c is the number of days from and including the first day of the Change of Control Conversion Period to but excluding the Maturity Date; and

t is the number of days from and including the Issue Date to but excluding the Maturity Date,

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provided that the Conversion Price shall not be reduced pursuant to this Condition 7 may not be reduced so that, on conversion of Bonds, Share would fall to be issued at a discount to their par value.

A ‘‘Change of Control’’ occurs when:

• (i) any ‘‘Person’’ or ‘‘Persons’’ (which for this purpose does not include the current Controlling Shareholders of the Issuer (as defined in the Listing Rules) acting together acquires Control of the Company if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Company on the Issue Date; or

• (ii) the Company consolidates with or merges into or sells or transfers all or substantially all of the Major Subsidiaries (as defined below) or the assets they hold on the Issue Date to any other Person, unless the consolidation, merger, sale or transfer will not result in the other person or persons acquiring Control over the Issuer or the successor entity.

‘‘Control’’ means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or the right to appoint and/or remove all or the majority of the members of the Issuer’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise.

(B) For the purposes of this Condition 7:

‘‘announcement’’ shall include the release of an announcement to the press or the delivery or transmission by telephone, facsimile or otherwise of an announcement to the Stock Exchange and ‘‘date of announcement’’ shall mean the date on which the announcement is first so released, delivered or transmitted;

‘‘Auditors’’ means Deloitte Touche Tohmatsu or such other accountants of international repute as may be agreed between the Company and the Bondholder from time to time;

‘‘Capital Distribution’’ shall (without prejudice to the generality of that phrase) include distributions in cash or specie. Any dividend charge or provided for in the accounts for any financial period shall (whenever paid and however described) be deemed to be a Capital Distribution provided that any such dividend shall not automatically be so deemed if (i) it is paid out of the aggregate of the net profits (less losses) accrued and attributable to the holders of Shares for all financial periods after 31 December 2009 as shown in the audited consolidated profit and loss account of the Company and its subsidiaries for each financial period ended 31 December 2009 or (ii) to the extent that (i) above does not apply, the rate of that dividend, together with all other dividends on

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the class of capital in question charged or provided for in the accounts for the financial period in question, does not exceed the aggregate rate of dividend on such lass of capital charged or provided for in the accounts for the last preceding financial period. In computing such rates, such adjustments may be made as are in the opinion of the auditors of the Company for the time being appropriate to the circumstances and shall be made in the event that the lengths of such periods differ materially;

‘‘issue’’ shall include allot;

‘‘market price’’ means the average of the closing prices of one Share on the Stock Exchange for each of the last five Stock Exchange dealing days on which dealings in the Shares on the Stock Exchange took place ending on the last such dealing day preceding the day on or as of which the market price is to be ascertained;

‘‘reserves’’ includes unappropriated profits;

‘‘rights’’ includes rights in whatsoever form issued;

‘‘Shares’’ includes, for the purposes of Shares comprised in any issue, distribution or grant pursuant to sub-paragraphs (c), (d), (e), (f) or (g) of Condition 7(A), any such ordinary shares of the Company as, when fully paid, will be Shares;

‘‘Hong Kong Stock Exchange’’ means The Stock Exchange of Hong Kong Limited.

The provisions of sub-paragraphs (b), (c), (d), (e), (f) and (g) of Condition 7(A) shall not apply to:

• (a) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into Shares or upon exercise of any rights (including any conversion of the Bond or any other convertible bond of the same class as this Bond) to acquire Shares provided that an adjustment has been made under this Condition 7 in respect of the issue of such securities or granting of such sights (as the case may be);

• (b) an issue of fully paid Shares upon the exercise of any subscription warrants of the Company listed on the Stock Exchange the initial exercise price of which is not less than the market price (as defined hereinabove) of the Shares on the trading day before the announcement of a proposal for the creation and issue of such warrants provided that an adjustment has been made under this Condition 7 in respect of the issue of such securities or granting of such rights (as the case may be); and

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APPENDIX

EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

• (c) an issue by the Company of Shares or by the Company or any subsidiary of the Company of securities wholly or partly convertible into or rights to acquire Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business provided that an adjustment has been made (if appropriate) under this Condition 7 in respect of the issue of such securities or granting of such rights (as the case may be).

• (C) Any adjustment to the Conversion Price shall be made to the nearest one tenth of a cent so that any amount under one-twentieth of a cent shall be rounded down and any amount of one-twentieth of a cent or more shall be rounded up and in no event shall any adjustment (otherwise than upon the consolidation of Shares into Shares of a larger nominal amount) involve an increase in the Conversion Price. In addition to any determination which may be made by the directors of the Company every adjustment to the Conversion Price shall be certified either (at the option of the Company) by the auditors of the Company for the time being or by auditors.

• (D) Notwithstanding anything contained herein, no adjustment shall be made to the Conversion Price in any case in which the amount by which the same would be reduced in accordance with the foregoing provisions of this Condition 7 would be less than one cent and any adjustment that would otherwise be required then to be made shall not be carried forward.

• (E) If the Company or any subsidiary of the Company shall in any way modify the rights attached to any share or loan capital so as wholly or partly to convert or make convertible such share or loan capital into, or attach thereto any rights to acquire, Shares, the Company shall appoint the Auditors to consider whether any adjustment to the Conversion Price is appropriate (and if such Auditors shall certify that any such adjustment is appropriate, the Conversion Price shall be adjusted accordingly and the provisions of conditions 7(D), 7(E) and 7(H) shall apply).

• (F) Notwithstanding the provisions of Condition 7(A), in any circumstances where the directors of the Company shall consider that an adjustment to the Conversion Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Conversion Price should be made notwithstanding that no such adjustment is required under the said provisions or that an adjustment should take effect on a different date or with a different time from that provided for under the provisions, the Company may appoint the Auditors to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such Auditors shall consider this to be the case, the adjustment shall be modified or nullified or an adjustment made instead of no adjustment in such manner including without limitation, making an adjustment calculated on a different basis) and/or the adjustment shall take effect from such other date and/or time

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as shall be certified by such Auditors to be in its opinion appropriate. All determinations of the Auditors pursuant to or in purported pursuance of these Terms and Conditions shall be deemed to be made by them or it as an expert and all such determinations shall be final, conclusive and binding on the Company, all Bondholders and all persons claiming through or under them, except in the case of errors of law or gross mistakes.

• (G) Whenever the Conversion Price is adjusted as herein provided the Company shall give notice to the Bondholder in accordance with Condition 14 forthwith that the Conversion Price has been adjusted (setting forth the event giving rise to the adjustment, the adjustment Conversion Price in effect prior to such adjustment, the adjusted Conversion Price and the effective date thereof) and shall at all times thereafter so long as the Bond remains outstanding make available for inspection at its Specified Office a signed copy of the said certificate of the Auditors or (as the case may be) of the relevant Auditors and a certificate signed by a director of the Company setting forth brief particulars of the event giving rise to the adjustment, the Conversion Price in effect prior to such adjustment, the adjusted Conversion Price and the effective date thereof and shall, on request, send a copy thereof to the Bondholder.

• (H) Notwithstanding anything contained herein, if application of any of the provisions of this Condition 7 would but for this paragraph (I) result in the Conversion Price being reduced so that on Conversion Shares shall fall to be issued at a discount to their nominal value, then the Conversion Price shall be adjusted to an amount equal to the nominal value of one Share.

Note:

According to the Terms and Conditions of the Bonds, defined terms used above shall have the following meanings:

‘‘Bonds’’ means Convertible Bonds in the aggregate principal amount of HK$773,500,000 due 3 March 2016;

‘‘Bondholder’’ or ‘‘holder’’ means the person in whose name a bond is registered in the register of Bondholders;

‘‘Business Day’’ means a day on which the Hong Kong Stock Exchange is open for trading in Hong Kong;

‘‘Company’’ means Vitar International Holdings Limited;

‘‘Conversion Date’’ means in respect of an exercise of a Conversion Right, the conversion date in respect of relating Bond deemed to be: (a) except in the case described in (b) below, the Business Day immediately following the date of the surrender of the relevant bond certificate and delivery of a notice of conversion therefor provided that if such rights are exercised during a period when the register of holders of Shares is closed, the Conversion Date shall be the next following Business Day on which the register of holders of Shares is open or; (b) where the date of surrender and delivery as aforesaid is the record date for any distribution or other right exercisable in respect of the Shares, the Conversion Date shall be deemed to be such date of surrender and delivery;

‘‘Conversion Price’’ means the conversion price for the Bond being HK$1.47 per Conversion Share, subject to adjustments as described in Condition 7;

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EXTRACT OF THE PROVISIONS IN THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS REGARDING ADJUSTMENT TO CONVERSION PRICE

‘‘Conversion Right’’ means the right of a Bondholder to convert any Bond into Shares;

‘‘Issue Date’’ means the date of issue of the bonds;

‘‘Maturity Date’’ means the date immediately following five years after the first issue of the Bonds (or, if that is not a Business Day, the first Business Day thereafter); and

‘‘Shares’’ means ordinary shares of par value HK$0.005 each of the share capital of the Company or shares of any class or classes resulting from any subdivision, consolidation or reclassification of those shares, which as between themselves have no preference in respect of voting or dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company.

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NOTICE OF THE EGM

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of L’sea Resources International Holdings Limited (the ‘‘Company’’) will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong on 18 May 2015 at 11:00am or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or confirming the listing of, and permission to deal in, the Conversion Shares which may fall to be allotted and issued upon the conversion of the Convertible Bonds (including without limitation the Conversion Shares which may be issued at the adjusted Conversion Price resulting from the Additional Adjustment Events):

• (a) the provisions for or in relation to the Additional Adjustment Events (as defined in the circular of the Company dated 24 April 2015 (the ‘‘Circular’’), as contained in the terms and conditions of the Convertible Bonds (as defined in the Circular) (a copy of the Circular marked ‘‘A’’ together with a copy of the terms and conditions of the Convertible Bonds marked ‘‘B’’ being tabled before the meeting and initialed by the chairman of the meeting for identification purpose) be and is hereby approved, confirmed and ratified and that the board of directors of the Company be and are hereby authorized to, for and on behalf of the Company, make adjustment to the Conversion Price of the Convertible Bonds in accordance with the terms and conditions of the Convertible Bonds (including without limitation to adjust the Conversion Price from the Original Conversion Price to the New Conversion Price (as defined in the Circular) as a result of the Issue with retrospective effect from 22 February 2013 and may further adjust the Conversion Price from time to time as a result of any other Additional Adjustment Event), and to, for and on behalf of the Company, execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as they may in their absolute discretion consider necessary or desirable for the purpose of and in connection with implementation of such adjustment; and

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NOTICE OF THE EGM

• (b) the allotment and issuance of the Conversion Shares to the relevant holder(s) of the Convertible Bonds at the Conversion Price as adjusted from time to time in accordance with the terms and conditions of the Convertible Bonds, (including without limitation the issuance of Conversion Shares at the New Conversion Price (being the adjusted Conversion Price resulting from the Issue (as defined in the Circular)) or the Conversion Price as may be further adjusted from time to time as a result of any other Additional Adjustment Event), be and is hereby approved.

By Order of the Board L’sea Resources International Holdings Limited NIE Dong

Executive Director and Chief Executive Officer

Hong Kong, 24 April 2015

Registered office:

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Suite No. 1B on 9/F, Tower 1 China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

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

• (3) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (4) Pursuant to the articles of association of the Company, the Chairman of the meeting will demand a poll on the resolution set out in this notice put to the vote at the meeting.

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NOTICE OF THE EGM

• (5) For the purpose of determining the entitlement of the members to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed from 12 May 2015 to 18 May 2015, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company at the close of business on 11 May 2015 will be entitled to attend and vote at the extraordinary general meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s share register in Hong Kong, Tricor Investor Services Limited, at level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or registration not later than 4:30 pm on 11 May 2015.

• (6) As at the date of this notice, the board of directors of the Company comprises four executive directors, namely, Mr. CHEUNG Wai Kuen, Mr. NIE Dong, Mr. WANG Chuanhu and Dr. SHI Simon Hao and three independent nonexecutive directors, namely, Mr. CHI Chi Hung, Kenneth, Mr. DENG Shichuan and Mr. James MUNN.

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