Heng Tai Consumables Group Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or otherwise transferred all your shares in Poly Property Group Co., Limited, you should at once hand this circular and the form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the 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.

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(Incorporated in Hong Kong with limited liability)
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(Stock code: 119)
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• (I) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND (II) ADOPTION OF NEW SHARE OPTION SCHEME AND (III) RE-ELECTION OF RETIRING DIRECTORS AND

(IV) CHANGE OF AUDITOR AND

• (V) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Poly Property Group Co., Limited to be held at Gloucester Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 28th May, 2014 at 11:00 a.m. is set out in this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 later than 48 hours before the time appointed for holding of such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

25th April, 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . .	5
Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2003 Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Reasons for adopting the New Share Option Scheme. . . . . . . . . . . . . . . . . .	6
Value of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Conditions of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . .	7
Application for Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Change of Auditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Documents for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II – Summary of Terms of the New Share Option Scheme . . .	13
Appendix III – Details of Retiring Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . .	22
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

– i –

DEFINITIONS

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

• “2003 Share Option Scheme”

• the share option scheme of the Company, which was approved and adopted by an ordinary resolution of the Shareholders at the annual general meeting of the Company held on 28th May, 2003

• “Affiliate”

• any entity in which the Group holds an interest

• “Annual General Meeting”

• the 2014 annual general meeting of the Company to be held on Wednesday, 28th May, 2014 at 11:00 a.m.

• “Annual Report”

• the annual report of the Company in respect of the financial year ended 31st December, 2013

• “associates” has the same meaning ascribed to it under the Listing Rules

• “Board” the Board of Directors

• “China Poly”

• 中國保利集團公司 (China Poly Group Corporation*), a state-owned enterprise established in the PRC and a substantial shareholder of the Company holding, together with its associates, approximately 47.54% of the total issued share capital of the Company

• “Company”

• Poly Property Group Co., Limited, a company incorporated in Hong Kong with limited liability and whose Shares are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Eligible Participant(s)”

• has the meaning ascribed to it in paragraph (B) of Appendix II to this circular

• “Employee”

• any employee or officer (whether full time or part time) under employment of the Group or an Affiliate

• “General Scheme Limit”

• has the meaning ascribed to it in paragraph (D)(bb) of Appendix II to this circular

• For identification purpose only

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DEFINITIONS

• “Grantee(s)”

• means any Eligible Participant who accepts the offer of the grant of an Option in accordance with the rules of the New Share Option Scheme or (where the context so permits) a person or persons who, in accordance with the laws of succession applicable in respect of the death of such Eligible Participant is, or are entitled to exercise the Option accepted by such Eligible Participant (to the extent not already exercised) in consequence of the death of such Eligible Participant

• “Group” the Company and its subsidiaries

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Individual Limit”

• has the meaning ascribed to it in paragraph (E) of Appendix II to this circular

• “Issue Mandate”

• the general and unconditional mandate to exercise the power of the Company to issue, allot and otherwise deal with Shares to be granted to the Directors as at the date of passing of the relevant Shareholder resolution

• “Latest Practicable Date”

• 17th April, 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

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

• “New Share Option Scheme”

• a new option scheme to be approved and adopted by an ordinary resolution of the Shareholders as at the date of passing of the relevant Shareholder resolution

• “Option(s)”

• a right to subscribe for Shares granted under the 2003 Share Option Scheme or to be granted under the New Share Option Scheme

• “Poly Holdings”

• Poly (Hong Kong) Holdings Limited, a company incorporated in Hong Kong with limited liability and a substantial shareholder of the Company

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DEFINITIONS

“Poly Southern”	保利南方集團有限公司(Poly Southern Group Limited*),
	a company incorporated in the PRC with limited liability
	and a substantial shareholder of the Company
“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
“Repurchase Mandate”	the general and unconditional mandate to exercise the
	power of the Company to repurchase Shares to be granted
	to the Directors as at the date of passing of the relevant
	Shareholder resolution
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Share(s)”	share(s) in the share capital of the Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the same meaning ascribed to it under the Listing
	Rules
“Takeovers Code”	the Code on Takeovers and Mergers

• For identification purpose only

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LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock code: 119)

Directors: CHEN Hong Sheng (Executive Director) WANG Xu (Executive Director) XUE Ming (Chairman and Managing Director) ZHANG Wan Shun (Executive Director) YE Li Wen (Executive Director) IP Chun Chung, Robert (Non-Executive Director) CHOY Shu Kwan (Independent Non-Executive Director) LEUNG Sau Fan, Sylvia (Independent Non-Executive Director) WONG Ka Lun (Independent Non-Executive Director)

Registered Office: Room 2503 Admiralty Centre Tower 1 18 Harcourt Road Hong Kong

25th April, 2014

To the Shareholders

Dear Sir or Madam,

• (I) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND (II) ADOPTION OF NEW SHARE OPTION SCHEME AND (III) RE-ELECTION OF RETIRING DIRECTORS AND (IV) CHANGE OF AUDITOR AND

• (V) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It was proposed that at the Annual General Meeting of the Company to be held on Wednesday, 28th May, 2014, resolutions will be proposed to approve (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; (iii) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate (if any); (iv) the adoption of the New Share Option Scheme; (v) the re-election of retiring Directors; and (vi) the appointment of auditor of the Company.

The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 15th May, 2013, ordinary resolutions were passed granting to the Directors the general mandates to issue and repurchase Shares of the Company. These general mandates will lapse upon the conclusion of the Annual General Meeting. It was therefore proposed that ordinary resolutions be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate which shall not exceed 20% of the aggregate issued share capital of the Company at the date of passing the relevant resolution and the Repurchase Mandate which shall not exceed 10% of the aggregate issued share capital of the Company at the date of passing the relevant resolution. An ordinary resolution authorising the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate will also be proposed at the Annual General Meeting. As at the Latest Practicable Date, the issued share capital of the Company comprised 3,644,637,046 Shares. Subject to the passing of the relevant resolutions, the Company will be allowed to issue a maximum of 728,927,409 Shares and repurchase a maximum of 364,463,704 Shares on the assumption that there will be no change in the issued share capital of the Company prior to the Annual General Meeting.

Subject to the relevant resolutions being passed at the Annual General Meeting, the Issue Mandate and the Repurchase Mandate shall be valid from the time of passing of the resolutions 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 of the Company or by any applicable laws to be held; and

• (iii) the revocation or variation of the relevant resolution by an ordinary resolution of the Shareholders in a general meeting.

An explanatory statement containing the particulars required by the Listing Rules to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix I to this circular.

ADOPTION OF NEW SHARE OPTION SCHEME

Introduction

The 2003 Share Option Scheme was adopted by the Company on 28th May, 2003 and expired on 27th May, 2013. In order to encourage Eligible Participants to contribute to the long term success of the business of the Group, the Board considers that it is in the best interest of the Company to adopt the New Share Option Scheme.

2003 Share Option Scheme

As at the Latest Practicable Date, there were outstanding Options granted under the 2003 Share Option Scheme entitling the holders to subscribe for a total of 16,900,000 Shares. Immediately upon the expiry of the 2003 Share Option Scheme, no further Options could be

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LETTER FROM THE BOARD

granted but the Options which have been previously granted thereunder continue to be exercisable in accordance with their terms of issue and in all other respects. The provisions of the 2003 Share Option Scheme shall remain in full force and effect.

New Share Option Scheme

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to approve the adoption of the New Share Option Scheme pursuant to which the Eligible Participants may be granted Options to subscribe for Shares upon and subject to the terms and conditions of the rules of the New Share Option Scheme. A summary of the principal terms of the rules of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the Annual General Meeting is set out in the Appendix II to this circular.

Reasons for adopting the New Share Option Scheme

The purpose of the New Share Option Scheme is to provide incentives or rewards to Eligible Participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain high calibre employees and attract human resources that are valuable to the Group.

The New Share Option Scheme does not specify any performance target or minimum period for which an Option must be held before it can be exercised, although the Directors may state in an offer any such performance target or minimum period. The basis for determining the subscription price for the Shares upon the exercise of the subscription rights attaching to an Option complies with the requirements of Rule 17.03(9) of the Listing Rules and is specified in the New Share Option Scheme. The Directors consider that the aforesaid terms of the New Share Option Scheme provide flexibility for the Directors to grant Options with such performance target, minimum period and subscription price that would serve to encourage Eligible Participants to participate in the New Share Option Scheme from time to time.

Value of Options

The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date prior to the approval of the New Share option Scheme given that the variables which are critical for the calculation of the value of such Option cannot be determined. The variables which are critical for the determination of the value of such Options include, the subscription price for the Shares upon the exercise of the subscription rights attaching to the Options and the timing of the granting of such Options, the period during which the subscription rights may be exercised, the discretion of the Board to impose any performance target that has to be achieved before the subscription right attaching to the Options can be exercised and any other conditions that the Board imposed on the Options and whether or not such Options if granted will be exercised by the Grantees. The subscription price payable for the Shares depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the New Share Option Scheme. With a

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LETTER FROM THE BOARD

scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the New Share Option Scheme, and if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the subscription price of the Shares given the volatility the Share price may be subject to during the ten-year life span of the New Share Option Scheme. In the premises, the Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical basis and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the Options will not be meaningful and may be misleading to the Shareholders. However, in compliance with the Listing Rules, estimated valuations of Options granted during any financial period will be provided based on the Black-Scholes option pricing model, binomial model or a comparable generally accepted methodology in the annual report for the relevant financial period of the Company.

Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution at the Annual General Meeting approving the adoption of the New Share Option Scheme; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Options that may be granted under the New Share Option Scheme up to 10% of the Shares in issue as at the date of the adoption of the New Share Option Scheme.

Application for Listing

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of any Options that may be granted under the New Share Option Scheme.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 116 of the Company’s articles of association, Mr. Wang Xu, Mr. Ip Chun Chung, Robert and Ms. Leung Sau Fan, Sylvia shall retire and, being eligible, offer themselves for re-election at the Annual General Meeting. Particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix III to this circular.

CHANGE OF AUDITOR

As disclosed in the announcement of the Company dated 24th April, 2014, the Board has decided to change the auditor of the Company because Messrs. PKF will retire as the auditor of the Company, and will not seek re-appointment upon expiration of its current term of office at the conclusion of the Annual General Meeting.

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LETTER FROM THE BOARD

As recommended by the audit committee of the Company, the Board proposes the appointment of Shu Lun Pan Union (HK) CPA Limited as the new auditor of the Company following the retirement of Messrs. PKF and such proposed appointment is subject to the approval of the Shareholders at the Annual General Meeting.

Messrs. PKF has confirmed that there are no matters connected with their ceasing to hold office which need to be brought to the attention of the Shareholders. Both the Board and the audit committee of the Company have confirmed that there are no matters or circumstances in respect of the change of auditor that need to be brought to the attention of the Shareholders or creditors of the Company. The Board has also confirmed that there are no disagreements or outstanding matters between the Company and Messrs. PKF.

A resolution will be proposed at the Annual General Meeting to appoint Shu Lun Pan Union (HK) CPA Limited as the auditor of the Company.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 24 to 27 of this circular. At the Annual General Meeting, and as part of the special businesses of the Annual General Meeting, ordinary resolutions will be proposed to approve, among other things (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; (iii) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate (if any); (iv) the adoption of the New Share Option Scheme; (v) the re-election of retiring Directors; and (vi) the appointment of auditor of the Company.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person if you so wish.

To the best of the Directors’ knowledge, information and belief, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

DOCUMENTS FOR INSPECTION

Copy of the New Share Option Scheme will be available for inspection during normal business hours on week days (except public holidays) at the registered office of the Company at Room 2503, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong up to and including 28th May, 2014 and will also be available at the Annual General Meeting.

RESPONSIBILITY STATEMENT

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

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LETTER FROM THE BOARD

enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors believe that (i) the grant of the Issue Mandate to the Directors; (ii) the grant of the Repurchase Mandate to the Directors; (iii) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate (if any); (iv) the adoption of the New Share Option Scheme; (v) the re-election of retiring Directors; and (vi) the appointment of auditor of the Company are all in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting as set out in the notice of Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

POLY PROPERTY GROUP CO., LIMITED Xue Ming

Chairman and Managing Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement to provide you with the particulars required by the Listing Rules to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolution to approve the grant of the Repurchase Mandate.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases of Shares must be funded out of funds legally available for such purpose in accordance with the Company’s articles of association and the laws of Hong Kong.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,644,637,046 Shares. Subject to the passing of the relevant resolutions, the Company will be allowed to repurchase a maximum of 364,463,704 Shares on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from Shareholders to enable the Directors to exercise the Company’s powers to repurchase Shares of the Company on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available, being distributable profit of the Company or the proceeds of a fresh issue of Shares of the Company made for such purpose in accordance with its articles of association and the laws of Hong Kong.

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EXPLANATORY STATEMENT

APPENDIX I

IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31st December, 2013) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any Shares to the Company or he/she has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Hong Kong.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could as a result of such increase obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Poly Holdings and Poly Southern beneficially owned 1,478,871,116 Shares and 253,788,246 Shares respectively, representing approximately 40.58% and 6.96% of the total issued share capital of the Company. Poly Holdings and Poly Southern are ultimately beneficially owned by China Poly. In the event that the Directors exercise in full the Repurchase Mandate, the total shareholdings of Poly Holdings and Poly Southern would be increased from 47.54% to 52.82%. In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the power to repurchase Shares to such an extent as would result in takeover obligations.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities (whether on the Stock Exchange or otherwise).

SHARE PRICES

The highest and lowest prices at which the Shares of the Company were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2013
April	5.48	4.63
May	5.76	5.13
June	5.31	3.77
July	4.42	3.97
August	5.07	4.27
September	5.10	4.62
October	5.06	4.58
November	4.78	4.41
December	4.60	4.06
2014
January	4.28	3.63
February	4.06	3.40
March	3.66	3.23
April (up to the Latest Practicable Date)	4.06	3.39

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

This Appendix summaries the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

(A) PURPOSE OF THE SCHEME

The purpose of the New Share Option Scheme is to provide incentives or rewards to participants thereunder for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

(B) WHO MAY JOIN

The Directors may, at their absolute discretion, invite any person belonging to any of the following classes of participants (“Eligible Participants”) to take up Options to subscribe for Shares:

• (aa) any executive, non-executive or independent non-executive director of the Group or an Affiliate;

• (bb) any employee of the Group or an Affiliate;

• (cc) any customer, supplier, agent, partner, consultant, adviser or shareholder of or contractor to the Group or an Affiliate;

• (dd) the trustee of any trust the beneficiary of which or any discretionary trust the discretionary objects of which include any director, employee, customer, supplier, agent, partner, consultant, adviser or shareholder of or contractor to the Group or an Affiliate; or

• (ee) a company beneficially owned by any director, employee, consultant, customer, supplier, agent, partner, shareholder, adviser of or contractor to the Group or an Affiliate.

(C) GRANT OF OPTIONS

An offer of the grant of an Option shall be made to an Eligible Participant in writing in such form as the Board may from time to time determine and shall remain open for acceptance by the Eligible Participant concerned for a period of 28 days from the date of offer, provided that no such offer shall be made or open for acceptance after the expiry of 10 years from the date of the New Share Option Scheme being adopted by a resolution of the Shareholders at a general meeting.

HK$1.00 is payable by the Grantee upon acceptance of an Offer. An Offer shall have been accepted when the Company receives the duly signed offer letter from the Grantee together with a non-refundable remittance of HK$1.00 as consideration for the grant. Once accepted, the Option is granted as from the date on which it was offered.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

Any offer of the grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered.

(D) MAXIMUM NUMBER OF SHARES

• (aa) The maximum number of Shares to be issued upon exercise of all outstanding options granted under the New Share Option Scheme and any other share option scheme of the Company must not in aggregate exceed 30% of the issued share capital of the Company from time to time.

• (bb) The total number of Shares which may be issued upon exercise of all options (excluding, for this purpose, options lapsed in accordance with the terms of the New Share Option Scheme and any other share option scheme of the Company) to be granted under the New Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed 10% of the Shares in issue as at the day of passing of the resolution at the Annual General Meeting (the “General Scheme Limit”).

• (cc) Subject to (aa) above and without prejudice to (dd) below, the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all options to be granted under the New Option Scheme and any other share option scheme of the Company must not exceed 10% of the Shares in issue as at the date of approval of the limit and for the purpose of calculating the limit as refreshed, options previously granted under the New Option Scheme or any other share option scheme of the Company (including those outstanding, cancelled, lapsed or exercised in accordance with the New Share Option Scheme and any other share option scheme of the Company) will not be counted. As at the Latest Practicable Date, there were 3,644,637,046 Shares in issue. Assuming there will be no change to the issued share capital of the Company prior to the date of the Annual General Meeting, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme would be 364,463,704 Shares, representing 10% of the total number of Shares in issue as at the date of approval of the New Share Option Scheme.

• (dd) Subject to (aa) above and without prejudice to (cc) above, the Company may issue a circular to the Shareholders and seek separate Shareholders’ approval in general meeting to grant Options beyond the General Scheme Limit or, if applicable, the limit referred to in (cc) above to Eligible Participants specifically identified by the Company before such approval is sought.

(E) MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT

The total number of Shares issued and which may fall to be issued upon exercise of the options granted under the New Share Option Scheme and any other share option scheme of the Company (including both exercised or outstanding options) to each Eligible Participant in any

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

12-month period shall not exceed 1% of the issued share capital of the Company for the time being (the “Individual Limit”). Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant, shall be subject to the issue of a circular to the Shareholders and the Shareholders’ approval in general meeting of the Company with such Eligible Participant and his or her associates abstaining from voting.

(F) GRANT OF OPTIONS TO CONNECTED PERSONS

• (aa) Any grant of Options under the New Share Option Scheme to a director, chief executive (other than a proposed director or a proposed chief executive of the Company) or substantial shareholder of the Company or any of their respective associates must be approved by independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Options).

• (bb) Where any grant of Options to a substantial shareholder or an independent non-executive Director, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (i) representing in aggregate over 0.1% of the Shares in issue; and

• (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

such further grant of options must be approved by the Shareholders. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll.

(G) TIME OF ACCEPTANCE AND EXERCISE OF AN OPTION

An offer of grant of an Option may be accepted by an Eligible Participant within 28 days from the date of the offer of grant of the Option. A consideration of HK$1.00 is payable on acceptance of the offer of grant of an Option.

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined and notified by the Directors to each Grantee, which period may commence on the date on which the offer for the grant of Options is made but shall end in any event not later than 10 years from the date of grant of the Option subject to the provisions for early termination thereof.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(H) PERFORMANCE TARGETS

Unless the Directors otherwise determine and state in the offer of the grant of Options to an Eligible Participant, an Eligible Participant is not required to achieve any performance targets or hold the Options for a minimum period before any Options granted under the New Share Option Scheme can be exercised.

(I) SUBSCRIPTION PRICE FOR SHARES

The subscription price per Share under the New Share Option Scheme shall be a price determined by the Directors, but shall not be lower than the higher of (i) the closing price of Shares as stated in the Stock Exchange’s daily quotation sheet on the date of the grant, which must be a trading day; and (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotation sheet for the five trading days immediately preceding the date of the grant. Without prejudice to the generality of the foregoing, the Directors may grant Options in respect of which the subscription price is fixed at different prices for each different period during the option period provided that the subscription price per Share for each of the different periods shall not be lower than the subscription price determined in the aforesaid manner.

(J) RANKING OF SHARES

• (aa) Shares allotted upon the exercise of an Option will be subject to all the provisions of the articles of association of the Company and will rank pari passu in all respects with fully paid Shares in issue as from the day when the name of the Grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the Grantee is registered on the register of members of the Company, provided always that when the date of exercise of the Option falls on a day upon which the register of members of the Company is closed then the exercise of the Option shall become effective on the first business day in Hong Kong on which the register of members of the Company is re-opened. A Share allotted upon the exercise of an Option shall not carry voting rights until the completion of the registration of the Grantee as the holder thereof.

• (bb) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in the ordinary equity share capital of the Company as shall result from any sub-division, consolidation, reclassification or reduction of the share capital of the Company from time to time.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(K) RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

No offer for grant of Options shall be made after any inside information (as defined under the SFO) has come to the knowledge of the Company until the Company has announced such information. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Directors for the approval of the Company’s interim or annual results, and (ii) the deadline for the Company to announce its interim or annual results and ending on the date of the announcement of the results, no Option may be granted.

The Directors may not grant any Option to an Eligible Participant who is a Director during the periods or times in which Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Companies prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

(L) PERIOD OF THE NEW SHARE OPTION SCHEME

Subject to (1) the Stock Exchange granting approval for the listing of and permission to deal in the Shares to be issued by the Company pursuant to the exercise of Options in accordance with the terms of the New Share Option Scheme; and (2) any early termination of the New Share Option Scheme by resolution in general meeting or of the Board, the New Share Option Scheme shall be valid and effective for a period of 10 years commencing on the date on which the New Share Option Scheme is conditionally adopted by a resolution of the Shareholders at a general meeting, after which no further options will be issued but the provisions of the New Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Options granted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

(M) RIGHTS ON CEASING EMPLOYMENT

If the Grantee of an Option is an Employee and ceases to be an Employee for any reason (whether or not he or she becomes or continues to be a Director, consultant, customer, supplier, agent, partner, shareholder or adviser of or contractor to the Group or an Affiliate) other than death or other grounds referred to in sub-paragraph (V)(ff) below before exercising his or her Option in full, the Option (to the extent exercisable and not already exercised) shall lapse on the date of cessation of such employment and not to be exercisable unless the Board otherwise determines.

In the event of the Grantee, who is a director, consultant, customer, supplier, agent, partner, shareholder or adviser of or contractor to the Group or an Affiliate but not an Employee, ceasing to be a director, consultant, customer, supplier, agent, partner, shareholder or adviser of or contractor to the Group or an Affiliate (as the case may be) for any reason other than death (in the case of a Grantee being an individual), the Option (to the extent exercisable and not exercised) shall lapse on the date of the relevant event unless the Board otherwise determines.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(N) RIGHTS ON DEATH

If the Grantee of an Option is an Employee and ceases to be an Employee by reason of his or her death before exercising the Option in full, his or her personal representative(s) may exercise the Option (to the extent not already exercised) in full within a period of 12 months from the date of death or such longer period as the Board may determine.

(O) RIGHTS ON DISMISSAL

If the Grantee of an Option is an Employee and ceases to be an Employee by reason of termination of his or her employment on the grounds that he or she has been guilty of serious misconduct or has become insolvent or is unable or has no reasonable prospects of being able to pay his or her debts within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty, his or her Option will lapse automatically on the date the Employee ceases to be Employee.

(P) RIGHTS ON A GENERAL OFFER

In the event of a general offer, whether by way of take-over offer or scheme of arrangement or otherwise in like manner, is made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror and such offer becomes or is declared unconditional (within the meaning of the Takeovers Code), the Grantee or in part shall be entitled to exercise the Option in full at any time within such period as shall be notified by the Company.

(Q) RIGHTS ON WINDING UP

In the event that a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith give notice thereof to each Grantee and thereupon, every Grantee shall be entitled to exercise his Option (if not ready exercised) to its full extent or to the extent specified (such exercise to occur not later than three business days prior to the proposed Shareholders’ meeting referred to above) by notice in writing to the Company, stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised, accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given, and the Company shall, as soon as possible and, in any event, no later than the day immediately prior to the date of the proposed Shareholders’ meeting, allot such number of Shares to the Grantee which fall to be issued pursuant to the exercise of the Option whereupon the Grantee shall be entitled, in respect of the Shares allotted and issued to him or her in the aforesaid manner, to participate in the distribution of assets of the Company available in liquidation pari passu with the holders of Shares in issue on the business day prior to the date of the proposed Shareholders’ meeting.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(R) RIGHTS ON COMPROMISE OR ARRANGEMENT

In the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company (other than any relocation schemes as contemplated in Rule 7.14(3) of the Listing Rules), the Company shall give notice thereof to all Grantees on the same date as it gives notice of the meeting to its members or creditors to consider such a scheme of arrangement, and thereupon the Grantee may, by notice in writing to the Company accompanied by the remittance for the total subscription price payable in respect of the exercise of the relevant Option (such notice to be received by the Company not later than three business days prior to the proposed meeting) exercise the Option (to the extent exercisable and not exercised) either in full or in part and the Company shall, as soon as possible and in any event no later than the business day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which fall to be issued on such exercise credited as fully paid and registered the Grantee as holder thereof.

(S) ADJUSTMENTS TO THE SUBSCRIPTION PRICE

In the event of capitalisation of profits or reserves, rights issue or consolidation, subdivision or reduction of the share capital of the Company whilst an Option remains exercisable, such corresponding alterations (if any) certified by the auditors for the time being of or an independent financial adviser to the Company (except in the case of a capitalisation issue) as (i) fair and reasonable; (ii) the alterations shall give a Grantee the same proportion of the issued share capital to which he was entitled prior to such alteration; and (iii) the aggregate subscription price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event shall be made. No adjustment will be required in circumstances when there is an issue of Shares as consideration in a transaction.

(T) CANCELLATION OF OPTIONS

Any cancellation of Options granted but not exercised must be approved by the Board at the request of the Grantee.

(U) RIGHTS ARE PERSONAL TO THE GRANTEE

An Option is personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option, failing which the Option (to the extent not exercised) shall lapse.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

(V) LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest

of:

• (aa) the expiry of the exercise period of an Option;

• (bb) the expiry of any of the periods referred to in paragraphs (M) to (N);

• (cc) subject to the court of Hong Kong not making an order prohibiting the offeror to acquire the remaining Shares in the offer, the expiry of the period referred to in paragraph (P);

• (dd) the date of the commencement of the winding-up of the Company in respect of the situation contemplated in paragraph (Q);

• (ee) the date when the proposed compromise or arrangement becomes effective in respect of the situation contemplated in paragraph (R);

• (ff) the date on which the Grantee who is an Employee ceases to be an Employee by reason of the termination of his employment on the grounds that he or she has been guilty of serious misconduct, or has become insolvent or is unable or has no reasonable prospects of being able to pay his or her debts within the meaning of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty. A resolution of the Board to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified herein shall be conclusive and binding on the Grantee;

• (gg) the date on which a situation as contemplated under paragraph (U) arises;

• (hh) the date on which the Grantee commits a breach of any terms or conditions attached to the grant of the Option, unless otherwise resolved to the contrary by the Board; and

• (ii) the date on which the Board resolves that the Grantee has failed or otherwise is or has been unable to meet the continuing eligibility criteria as may be prescribed pursuant to the terms of the New Share Option Scheme.

(W) OTHERS

• (aa) The terms and conditions of the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered except with the approval of the Shareholders in general meeting.

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SUMMARY OF TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX II

• (bb) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (cc) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of the Listing Rules.

• (dd) Any change to the authority of the Board of Directors in relation to any alteration to the New Share Option Scheme shall be approved by the Shareholders in general meeting.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX III

Set out below are details of the Directors who will retire at the Annual General Meeting and will be proposed to be re-elected at the Annual General Meeting.

WANG Xu

WANG Xu, aged 54, had been the Managing Director of the Company during the period from October 2007 to July 2009. He is a Deputy General Manager of China Poly and the Chairman of Poly Holdings. Mr. Wang had been the Chairman of Poly Southern, a wholly-owned subsidiary of China Poly, during the period from March 2003 to September 2007.

As at the Latest Practicable Date, Mr. Wang was not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Wang. Mr. Wang is not appointed for a specific term but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s articles of association. Mr. Wang is a director of Congratulations Company Ltd., Ting Shing Holdings Limited and Poly Holdings, the substantial shareholders of the Company. Save as aforesaid, he does not have any relationship with any other Director, senior management or substantial or controlling shareholder of the Company. Save as disclosed above, Mr. Wang has not held any other directorships in public companies the securities of which are listed in Hong Kong or overseas in the last three years. No director’s fee was paid for his services for the year ended 31st December, 2013. His director’s fee, if any, will be subject to review by the Board from time to time pursuant to the power given to it in general meeting of the Company. Mr. Wang was entitled to a total emolument of HK$3,393,000 comprising salaries and other benefits and retirement benefit scheme contributions for the year ended 31st December, 2013. The payment of his emolument is subject to review by the Board from time to time pursuant to the power given to it in general meeting of the Company. Save as disclosed above, there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

IP Chun Chung, Robert

IP Chun Chung, Robert, aged 57, has joined the Board since January 2001 and is a member of the Audit Committee of the Company. Mr. Ip is a practising solicitor. Mr. Ip is also an Independent Non-Executive Director of China Data Broadcasting Holdings Limited (Stock code: 8016) and Value Convergence Holdings Limited (Stock code: 821). Save as disclosed above, Mr. Ip has not held any other directorships in public companies the securities of which are listed in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. Ip was not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX III

There is no service contract between the Company and Mr. Ip. Mr. Ip is appointed for a term of 3 years from 6th October, 2011. Mr. Ip does not have any relationship with any other Director, senior management or substantial or controlling shareholder of the Company. A director’s fee in the amount of HK$160,000 was paid for his services for the year ended 31st December, 2013. Such fee is subject to review by the Board from time to time pursuant to the power given to it in general meeting of the Company. Save as disclosed above, there are no other matters concerning Mr. Ip that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

LEUNG Sau Fan, Sylvia

LEUNG Sau Fan, Sylvia, aged 50, holds a Bachelor degree in Accountancy from City University of Hong Kong and a Bachelor of Laws degree from University of London. She is a chartered secretary and has over 20 years of experience in dealing with listing related and corporate finance areas. Ms. Leung is also an Independent Non-Executive Director of China Aerospace International Holdings Limited (Stock code: 31). Save as disclosed above, Ms. Leung has not held any other directorships in public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. Leung held 33,000 Shares of the Company.

There is no service contract between the Company and Ms. Leung. Ms. Leung is appointed for a term of 3 years from 11th August, 2013 and she is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s Articles of Association. Ms. Leung does not have any relationship with any other Director, senior management or substantial shareholder of the Company. A director’s fee in the amount of HK$160,000 was paid for her services for the year ended 31st December, 2013. Such fee is subject to review by the Board from time to time pursuant to the power given to it in general meeting of the Company. Save as disclosed above, there are no other matters concerning Ms. Leung that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [311 x 79] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock code: 119)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Poly Property Group Co., Limited (the “Company”) will be held at Gloucester Room, 2/F, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Wednesday, 28th May, 2014 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited financial statements and the reports of the directors and auditor for the year ended 31st December, 2013.

2. To approve and declare a final dividend for the year ended 31st December, 2013.

3. To re-elect directors (each as a separate resolution) and to authorise the board of directors to fix the remuneration of the directors.

4. To appoint Shu Lun Pan Union (HK) CPA Limited as auditor of the Company and to authorise the board of directors to fix their remuneration.

To consider as special business and, if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions:

1. (A) “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which will or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in

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NOTICE OF ANNUAL GENERAL MEETING

paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any option under any share option scheme of the Company; (iii) the exercise of rights of subscription or conversion attaching to any securities which are convertible into shares of the Company from time to time; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate issued share capital of the Company on the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the time of 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 of the Company or by any applicable laws to be held; and

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

“Rights Issue” means an offer of shares or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”

5. (B) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares (the “Shares”), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate amount of the Shares to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate issued share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the time of 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 of the Company or by any applicable laws to be held; and

  - (iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

1. (C) “ THAT conditional upon the Resolutions numbered 5(A) and 5(B) respectively set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to allot, issue and otherwise deal with additional shares pursuant to the Resolution numbered 5(A) be and is hereby extended by the addition thereto of an amount representing the aggregate amount of the share capital of the Company purchased by the Company under the authority granted pursuant to the Resolution numbered 5(B), provided that such amount shall not exceed 10% of the aggregate issued share capital of the Company as at the date of passing of this Resolution.”

2. “ THAT conditional upon The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of the Company (not exceeding 10% of the Company’s issued share capital as at the date of passing of this Resolution) which may fall to be allotted and issued pursuant to the new share option scheme, the terms of which are set out in the document marked “A” (the “New Share Option Scheme”) which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the terms of the New Share Option Scheme be and are hereby approved and adopted and the directors of the Company be and are hereby authorised:

3. (i) to administer the New Share Option Scheme and to grant options and to allot, issue and otherwise deal in the shares of the Company (not exceeding 10% of the Company’s issued share capital as at the date of passing of this Resolution) which may fall to be allotted and issued upon the exercise of any option granted thereunder;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) to alter and/or modify the New Share Option Scheme from time to time provided that such alternation and/or modification is effected in accordance with the provisions of the New Share Option Scheme and subject to Chapter 17 of the Listing Rules; and

• (iii) to take all such steps as they may consider necessary or expedient to implement the New Share Option Scheme.”

By Order of the Board POON Man Man Company Secretary

Hong Kong, 25th April, 2014

Notes:

• (1) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder 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 registrar, 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 Annual General Meeting or any adjournment thereof.

• (3) The directors of the Company have resolved to recommend the payment of a final dividend of HK$0.223 per share for the year ended 31st December, 2013. The proposed final dividend will be paid on 27th June, 2014 to the shareholders whose names appear on the register of members of the Company on 13th June, 2014 if this proposal is approved by the Company’s shareholders at the Annual General Meeting. The register of members of the Company will be closed from 11th June, 2014 to 13th June, 2014 (both dates inclusive), during which period no share transfer will be effected. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 10th June, 2014.

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