Heng Tai Consumables Group Limited — Proxy Solicitation & Information Statement 2012

Jul 12, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in Poly (Hong Kong) Investments Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [249 x 34] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 119)

CHANGE OF COMPANY NAME

A notice convening the EGM to be held at The Conference Room, Room 2503, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong on 1 August, 2012 at 10:30 a.m. is set out on page 5 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

13 July, 2012

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Change of Company Name Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Status of the Existing Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

– i –

DEFINITIONS

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

“Board”	board of Directors
“Company”	Poly (Hong Kong) Investments Limited, a company
	incorporated in Hong Kong with limited liability and whose
	shares are listed on the Stock Exchange
“Directors”	directors of the Company
“EGM”	an extraordinary general meeting of the Company to be held
	at The Conference Room, Room 2503, Admiralty Centre,
	Tower 1, 18 Harcourt Road, Hong Kong on 1 August, 2012
	at 10:30 a.m. for approving the change of Company name
“PRC”	the People’s Republic of China, which for the purpose
	of this circular excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Share(s)”	ordinary shares of HK$0.50 each in the capital of the
	Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [249 x 34] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 119)

Executive Directors: Registered office: CHEN Hong Sheng Room 2503 WANG Xu Admiralty Centre, Tower 1 XUE Ming (Chairman and Managing Director) 18 Harcourt Road ZHANG Wan Shun Hong Kong YE Li Wen

Non-Executive Director: IP Chun Chung, Robert

Independent Non-Executive Directors: YAO Kang, J.P. CHOY Shu Kwan LEUNG Sau Fan, Sylvia

13 July, 2012

To the Shareholders

Dear Sir or Madam,

CHANGE OF COMPANY NAME

CHANGE OF COMPANY NAME PROPOSAL

Reference was made to the announcement of the Company dated 10 July, 2012 in respect of the proposed change of Company name. The Board proposes to change the English name of the Company from “Poly (Hong Kong) Investments Limited” to “Poly Property Group Co., Limited” and the Chinese name from “保利（香港）投資有限公司” to “保利置業集團有限公司”. The Company is currently principally engaged in the property development and investment in the PRC. The Board considers that the change of name will more accurately reflect the businesses of the Company. The new company name will align with the corporate brand of its property development business in the PRC. This will further enhance the Company’s corporate image and identity and strengthen its future business development.

– 2 –

LETTER FROM THE BOARD

CONDITIONS

The proposed change of name will be subject to the following:–

• (1) the passing of a special resolution by the Shareholders of the Company at the EGM;

• (2) the approval of the Registrar of Companies in Hong Kong to the change of name being granted.

STATUS OF THE EXISTING SHARE CERTIFICATES

The Shares of the Company are listed on the Stock Exchange. The proposed change of name will not affect any of the rights of any Shareholders of the Company. All existing Share certificates in issue bearing the existing name of the Company will, after the change of name, continue to be evidence of title to the Shares of the Company and will be valid for trading, settlement and registration for the same number of Shares in the new name of the Company. No arrangement has been made for exchange of Share certificates bearing the new name of the Company, if the proposed change of name is approved by the Shareholders. Should the change of name become effective, any issue of Share certificates thereafter will be in the new company name and the securities of the Company will be traded on the Stock Exchange in the new name. A further announcement will be made should the proposed change of name and any changes in trading arrangement (if any) of the Company become effective.

EXTRAORDINARY GENERAL MEETING

A notice of the EGM is set out on page 5 of this circular. The meeting will be held at The Conference Room, Room 2503, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong on 1 August, 2012 at 10:30 a.m.. A special resolution will be proposed to approve the change of Company name.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the proxy will not preclude you from attending and voting in person at the EGM should you so wish.

– 3 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board recommends the Shareholders to vote in favour of the resolution to be proposed at the EGM in respect of the change of Company name.

By Order of the Board Poly (Hong Kong) Investments Limited XUE Ming Chairman and Managing Director

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [249 x 34] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 119)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Poly (Hong Kong) Investments Limited (the “Company”) will be held at The Conference Room, Room 2503, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong on 1 August, 2012 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as a Special Resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to the approval of the Registrar of Companies in Hong Kong, the name of the Company be changed to Poly Property Group Co., Limited 保利置業集團有限公司”

By Order of the Board TAI Kar Lei Company Secretary

Hong Kong, 13 July, 2012

Notes:

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

• (2) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the office of the Company’s share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude a member from attending and voting at the above meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.

– 5 –