Guangdong Investment Limited — AGM Information 2012

Apr 25, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Guangdong Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

==> picture [274 x 63] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 0270)

Board of Directors:

Registered Office:

Executive Directors

Mr. HUANG Xiaofeng (Chairman) Mr. ZHANG Hui (Managing Director) Mr. TSANG Hon Nam (Chief Financial Officer)

28/F. and 29/F. Guangdong Investment Tower 148 Connaught Road Central Hong Kong

Non-Executive Directors

Dr. CHENG Mo Chi, Moses, GBS, OBE, JP Mr. WU Jianguo Ms. XU Wenfang Mr. LI Wenyue Mr. LI Wai Keung Mr. SUN Yingming Ms. ZHAO Chunxiao

Independent Non-Executive Directors Dr. CHAN Cho Chak, John, GBS, JP Dr. the Honourable LI Kwok Po, David, GBM, GBS, OBE, JP Mr. FUNG Daniel Richard, SBS, QC, SC, JP

26 April 2012

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES FOR THE ISSUE OF SHARES AND THE REPURCHASE OF SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the annual general meeting of Guangdong Investment Limited (the “Company”) to be held on Friday, 1 June 2012 at 10:00 a.m. (“AGM”), and information on matters to be dealt with at the AGM, inter alia:

1

• (a) the grant of general mandates (“General Mandates”) to the directors of the Company (“Directors”) to issue and repurchase ordinary shares of HK$0.50 each in the share capital of the Company (“Shares”); and

• (b) the re-election of the retiring Directors.

2. GENERAL MANDATES

At the last annual general meeting of the Company held on 3 June 2011, resolutions were passed giving general mandates to the Directors (i) to allot, issue and otherwise deal with new Shares of up to 20% of the issued share capital of the Company as at 3 June 2011; (ii) to repurchase Shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) of up to 10% of the issued share capital of the Company as at 3 June 2011; and (iii) to extend the general mandate to allot and issue Shares granted to the Directors by adding to it the number of Shares that has been repurchased by the Company.

Pursuant to the Companies Ordinance (Chapter 32 of the Laws of The Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”)) (“Companies Ordinance”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time (“Listing Rules”), these general mandates will lapse at the conclusion of the AGM, unless renewed at the AGM. In order to provide continual flexibility to the Directors, resolutions will be proposed at the AGM to renew these mandates.

(a) Repurchase Mandate

At the AGM, an ordinary resolution, set out as Ordinary Resolution No. 6 in the notice convening the AGM as set out in Appendix III to this circular (“AGM Notice”), will be proposed to grant a new general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase, at any time during the Relevant Period (as defined in Ordinary Resolution No. 6), Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of Ordinary Resolution No. 6 (“Repurchase Mandate”). An explanatory statement setting out the requisite information regarding the Repurchase Mandate as required under the Listing Rules is set out in Appendix I to this circular.

As at 19 April 2012 (the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular) (“Latest Practicable Date”), the number of Shares in issue was 6,232,998,071 Shares. Subject to the passing of the proposed resolution for approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a limit of 623,299,807 Shares.

(b) Issue Mandate

At the AGM, an ordinary resolution, set out as Ordinary Resolution No. 5 in the AGM Notice, will be proposed to grant a new general and unconditional mandate to the Directors to issue, at any time during the Relevant Period (as defined in Ordinary Resolution No. 5), Shares representing up to 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of Ordinary Resolution No. 5 (“Issue Mandate”). In addition, an ordinary resolution, set out as Ordinary

2

Resolution No. 7 in the AGM Notice, will be proposed to extend the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the number of Shares in issue was 6,232,998,071 Shares. Subject to the passing of the proposed resolution for approving the Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Issue Mandate to issue up to a limit of 1,246,599,614 Shares.

3. RE-ELECTION OF DIRECTORS

In accordance with Articles 77 to 79 of the articles of association of the Company (“Articles of Association”), Mr. Huang Xiaofeng, Dr. Cheng Mo Chi, Moses, Mr. Li Wenyue and Mr. Sun Yingming will retire by rotation at the AGM and shall be eligible for re-election.

Mr. Huang Xiaofeng and Dr. Cheng Mo Chi, Moses, being eligible, have offered themselves for re-election. Particulars of Mr. Huang Xiaofeng and Dr. Cheng Mo Chi, Moses are set out in Appendix II to this circular.

Due to their age, Mr. Li Wenyue and Mr. Sun Yingming have elected not to offer themselves for re-election and will retire from office after the conclusion of the AGM. The Board would like to take this opportunity to express its sincere gratitude to Mr. Li Wenyue and Mr. Sun Yingming for their contributions to the Company in the past. Each of Mr. Li Wenyue and Mr. Sun Yingming confirmed that he has no disagreement with the Board and there is no other matter in relation to his retirement that needs to be brought to the attention of the registered holders of the Shares (“Shareholders”).

4. AGM

Shareholders are advised to read the AGM Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the AGM Notice will be decided by poll. An announcement of the poll results will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

The Directors believe that the granting of the General Mandates and the re-election of Directors are in the best interests of the Company as well as the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed ordinary resolutions set out in the AGM Notice at the AGM.

3

6. RESPONSIBILITY STATEMENT

This circular contains particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, For and on behalf of the Board HUANG Xiaofeng Chairman

4

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate and also constitutes the memorandum required under section 49BA of the Companies Ordinance.

EXERCISE OF THE REPURCHASE MANDATE

Whilst the Directors do not at present intend to repurchase any Shares immediately, they believe that the flexibility afforded by the mandate granted to them if the relevant ordinary resolution to approve the grant of the Repurchase Mandate is passed would be beneficial to the Company.

It is proposed that up to 10% (in nominal amount) of the issued Shares on the date of the passing of the ordinary resolution may be repurchased. As at the Latest Practicable Date, 6,232,998,071 Shares were issued. On the basis of such figures, the Directors would be authorized to repurchase up to 623,299,807 Shares during the period from the passing of the ordinary resolution up to the conclusion of the next annual general meeting in 2013, or the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.

REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with its memorandum of association and the Articles of Association, the Laws of Hong Kong and the Listing Rules. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2011) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5

EXPLANATORY STATEMENT

APPENDIX I

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of the knowledge of the Directors, having made all reasonable enquiries, none of their associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, nor has undertaken not to do so, if the Repurchase Mandate is exercised.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

TAKEOVERS CODE CONSEQUENCES

If, as a result of a repurchase of Shares by the Company, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (“Takeovers Code”). As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the immediate controlling shareholder (as defined in the Listing Rules) of the Company, GDH Limited (“GDH”), was recorded in the register required to be kept by the Company under section 336 of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (“SFO”) as having an interest in 3,769,979,875 Shares, representing approximately 60.48% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by GDH and there is no other change to the issued share capital of the Company, the shareholding of GDH in the Company will be increased to approximately 67.20% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. The Directors are not aware of the consequences which would arise under the Takeovers Code as a result of any repurchases of Shares pursuant to the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

6

EXPLANATORY STATEMENT

APPENDIX I

MARKET PRICES

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

	Traded market price	Traded market price
	Highest	Lowest
	HK$	HK$
2011
April	4.15	3.91
May	4.12	3.90
June	4.38	3.90
July	4.38	4.08
August	4.72	4.03
September	5.17	4.35
October	4.95	4.30
November	5.38	4.56
December	5.00	4.62
2012
January	5.00	4.29
February	5.14	4.48
March	5.43	5.02
April (up to the Latest Practicable Date)	5.80	5.32

7

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Set out below are the personal particulars of the Directors who offer themselves to be re-elected at the AGM:

Mr. HUANG Xiaofeng , aged 53, was appointed a Non-Executive Director of the Company on 26 June 2008. He was appointed the Chairman and re-designated as an Executive Director of the Company with effect from 11 November 2010. Mr. Huang graduated from South China Normal University and holds a Bachelor’s degree in History. He also holds a Master’s degree in Public Administration from the Sun Yat-Sen University. From 1987 to 1999, he worked for the General Office of the Communist Party of China (“CPC”) Guangdong Committee in a number of positions. Between 1999 and 2003, Mr. Huang was the Deputy Director General of the General Office of the CPC Guangzhou Committee and thereafter the Deputy Secretary General of the CPC Guangzhou Committee. Between 2003 and 2008, Mr. Huang was the Deputy Director General of the General Office of the Guangdong Provincial Government and then the Deputy Secretary General of the Guangdong Provincial Government. Mr. Huang was appointed as a Director and a Deputy General Manager of 廣東粵海控股有限公司 (Guangdong Holdings Limited) (“Guangdong Holdings”) in April 2008 and was subsequently appointed as an Executive Director and a Deputy General Manager of GDH Limited (“GDH”). Mr. Huang was appointed General Manager of both Guangdong Holdings and GDH in February 2009. He was appointed as the Chairman of Guangdong Holdings and GDH in September 2010 and October 2010, respectively. Guangdong Holdings and GDH are the ultimate holding company and the immediate holding company of the Company, respectively. In October 2008, Mr. Huang was appointed a Non-Executive Director of Guangnan (Holdings) Limited (“Guangnan Holdings”) and Kingway Brewery Holdings Limited (“Kingway Brewery”), respectively. He was subsequently appointed the Chairman of Kingway Brewery in November 2010. Both Guangnan Holdings and Kingway Brewery are subsidiaries of GDH.

Other than as stated above, Mr. Huang is not related to any Director, senior management or substantial or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Huang had a derivative interest in respect of 5,700,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Mr. Huang’s entitlement to subscribe for 5,700,000 Shares in the Company. Save as aforementioned, Mr. Huang does not have any interests in Shares and/or underlying Shares in the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between the Company and Mr. Huang. Mr. Huang, if re-elected, will be appointed as an Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2015, subject to earlier determination in accordance with the Articles of Association of the Company and/or applicable laws and regulations. In accordance with the Articles of Association of the Company, Mr. Huang is entitled to such director’s fee as may be approved by the Board. Remuneration (if any) for Mr. Huang will be determined in accordance with the Company’s policy on Directors’ remuneration and by reference to the responsibilities involved and the remuneration offered for similar positions in comparable companies. Mr. Huang is not currently receiving any remuneration from the Company.

8

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, in relation to the re-election of Mr. Huang as an Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Dr. CHENG Mo Chi, Moses , GBS, OBE, JP , aged 62, was appointed an Independent Non-Executive Director of the Company on 25 November 1999. He was re-designated as a Non-Executive Director of the Company on 13 October 2004.

Dr. Cheng is a practising solicitor and the senior partner of Messrs. P.C. Woo & Co.. Dr. Cheng was a member of the Legislative Council of Hong Kong. He is the founder chairman of the Hong Kong Institute of Directors of which he is now the Honorary President and Chairman Emeritus. Dr. Cheng currently holds directorships in City Telecom (H.K.) Limited, China Mobile Limited, China Resources Enterprise, Limited, Towngas China Company Limited, Hong Kong Exchanges and Clearing Limited, K. Wah International Holdings Limited, Liu Chong Hing Investment Limited, Kader Holdings Company Limited and Tian An China Investments Company Limited, all being public listed companies in Hong Kong. His other directorships in public listed companies in Hong Kong in the last three years include Galaxy Entertainment Group Limited and China COSCO Holdings Company Limited. He is also an Independent Non-Executive Director of ARA Asset Management Limited, a company whose shares are listed on Singapore Exchange Limited. On 1 September 2010, he resigned as an Independent Non-Executive Director of ARA Asset Management (Fortune) Limited, which manages Fortune Real Estate Investment Trust (the “Trust”). The Trust, a real estate investment trust listed on Singapore Exchange Limited, was listed on The Stock Exchange of Hong Kong Limited effective 20 April 2010.

Other than as stated above, Dr. Cheng is not related to any Director, senior management or substantial or controlling shareholder of the Company and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Dr. Cheng was interested in 1,150,000 Shares in the Company and 600,000 ordinary shares in Kingway Brewery. He had a derivative interest in respect of 2,500,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Dr. Cheng’s entitlement to subscribe for 2,500,000 Shares in the Company. Save as aforementioned, Dr. Cheng does not have any interests in Shares and/or underlying Shares in the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between the Company and Dr. Cheng. Dr. Cheng, if re-elected, will be appointed as a Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2015, subject to earlier determination in accordance with the Articles of Association of the Company and/or applicable laws and regulations.

9

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Dr. Cheng is currently entitled to an annual director’s fee of HK$378,000 and annual fees of HK$105,000 and HK$77,000 for serving as a member of the Audit Committee and the Remuneration Committee, respectively. Dr. Cheng’s remuneration is determined in accordance with the Company’s policy on Directors’ remuneration and by reference to the responsibilities involved and the remuneration offered for similar positions in comparable companies.

Save as disclosed above, in relation to the re-election of Dr. Cheng as a Non-Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

10

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

==> picture [274 x 63] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 0270)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Guangdong Investment Limited (the “Company”) will be held at Concord Room I, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 1 June 2012 at 10:00 a.m. for the following purposes:

As Ordinary Business:

1. To receive and consider the audited consolidated financial statements and the reports of the Directors of the Company and the auditors of the Company (the “Auditors”) for the year ended 31 December 2011.

2. To declare a final dividend for the year ended 31 December 2011.

3. To re-elect retiring directors and authorize the Board of Directors to fix the remuneration of directors.

4. To re-appoint Auditors and authorize the Board of Directors to fix their remuneration.

And as Special Business, to consider and, if thought fit, to pass with or without amendments, the following as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to the other provisions of this resolution and pursuant to Section 57B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.50 each in the capital of the Company (the “Ordinary Shares”) and/or options, warrants and/or instruments carrying rights to subscribe for any Ordinary Shares or securities convertible into Ordinary Shares, and to make and/or grant offers, agreements, options or warrants which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

11

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make and/or grant offers, agreements, options or warrants which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the Ordinary Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution), (ii) the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into Ordinary Shares, (iii) the exercise of options granted by the Company under any option scheme or similar arrangement for the time being adopted for the grant to Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of rights to acquire Ordinary Shares, or (iv) any scrip dividend or similar arrangement providing for the allotment of Ordinary Shares in lieu of the whole or part of a dividend on the Ordinary Shares in accordance with the articles of association of the Company (the “Articles of Association”), shall not exceed 20 per cent. of the aggregate nominal amount of the Ordinary Shares in issue as at the date of the passing of 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 the Articles of Association or any applicable laws of Hong Kong to be held; and

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

and,

“Rights Issue” means an offer of Ordinary Shares open for a period fixed by the Company (or by the Directors) to holders of Ordinary Shares on the Register of Members (Ordinary Shares) of the Company on a fixed record date in proportion to their then holdings of such Ordinary Shares (subject to such exclusions or other arrangements as the Directors 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 authorized regulatory body or any stock exchange in, any territory outside Hong Kong).”

12

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase Ordinary Shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and authorized by the Securities and Futures Commission and the Hong Kong Stock Exchange under the Hong Kong Code on Share Repurchases 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 Hong Kong Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the Ordinary Shares which the Company is authorized to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the Ordinary Shares in issue as at the date of the passing of this resolution; and

4. (c) 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 the Articles of Association or any applicable laws of Hong Kong to be held; and

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

• “ THAT conditional upon the passing of resolutions no. 5 and no. 6 set out in the notice convening this Meeting, the aggregate nominal amount of the number of Ordinary Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 6 shall be added to the aggregate nominal amount of share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 5.”

By Order of the Board HO LAM Lai Ping, Theresa Company Secretary

Hong Kong, 26 April 2012

Registered office:

28/F. and 29/F. Guangdong Investment Tower 148 Connaught Road Central Hong Kong

13

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (i) A form of proxy is enclosed. To be valid, the form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority) must be delivered to the Company’s share registrar, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting or any adjourned meeting if he so wishes. If a shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

• (ii) In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Company’s register of members in respect of the joint holding.

• (iii) The register of members of the Company will be closed from Wednesday, 30 May 2012 to Friday, 1 June 2012 (both days inclusive), for the purpose of determining shareholders’ entitlement to attend and vote at the meeting, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 29 May 2012.

• (iv) The register of members of the Company will be closed from Monday, 11 June 2012 to Wednesday, 13 June 2012 (both days inclusive) for the purpose of determining shareholders’ entitlement to the proposed final dividend, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 pm. on Friday, 8 June 2012.

• (v) In relation to resolution no. 5, approval is being sought from shareholders of the Company for a general mandate to authorize the issue of Ordinary Shares. The Directors wish to state that they have no immediate plans to issue any new Ordinary Shares pursuant to the general mandate so given.

• (vi) In relation to resolution no. 6, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Ordinary Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. The Explanatory Statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Ordinary Shares, as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in the Appendix I to this circular.

• (vii) In relation to resolution no. 7, approval is being sought from shareholders of the Company to extend the general mandate to authorize the issue of Ordinary Shares by adding the repurchased Ordinary Shares to the 20 per cent. general mandate to issue Ordinary Shares.

14