Hilong Holding Limited — Proxy Solicitation & Information Statement 2017

Apr 24, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hilong Holding Limited, you should at once hand this circular together with the accompanying annual report and form of proxy 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.

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Hilong Holding Limited 海隆控股有限公司[*] (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

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

The notice convening the 2017 annual general meeting (the “AGM”) of Hilong Holding Limited (the “Company”) to be held at Gloucester Room II, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 23 June 2017 at 10:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you intend to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:00 a.m. on Wednesday, 21 June 2017 (Hong Kong time)) 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 and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

25 April 2017

* For identification purposes only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	— Explanatory Statement for Repurchase Mandate . . . . . . . .	6
Appendix II	— Biographical Details of Retiring Directors Proposed for
	Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of 2017 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

DEFINITIONS

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

• “AGM”

• the 2017 annual general meeting of the Company

• “Articles” the articles of association of the Company

• “Board”

• the board of Directors

• “Company”

• Hilong Holding Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “Core Connected Person(s)”

• has the meaning ascribed to it under the Listing Rules

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

• “Group”

• the Company and its subsidiaries

• “Issue Mandate”

• a general and unconditional mandate to be granted to the Directors to issue, allot and deal with unissued Shares of not exceeding 20 per cent of the total number of issued shares of the Company as at the date of passing of the relevant resolution

• “Latest Practicable Date”

• 19 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Repurchase Mandate”

• a general and unconditional mandate to be granted to the Directors to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares may be listed, Shares of not exceeding 10 per cent of the total number of issued shares of the Company as at the date of passing of the relevant resolution

• “SFO”

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Share(s)”

• the ordinary share(s) of HK$0.10 each in the share capital of the Company

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DEFINITIONS

“Shareholder(s)”	the registered holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers issued by the
	Hong Kong Securities and Futures Commission
“HK$”	Hong Kong dollar(s), the lawful currency of Hong
	Kong

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LETTER FROM THE BOARD

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Hilong Holding Limited 海隆控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

Executive Directors: Mr. ZHANG Jun (Chairman and Chief Executive Officer) Mr. WANG Tao (汪濤)

Non-executive Directors: Ms. ZHANG Shuman Mr. YUAN Pengbin Mr. LI Huaiqi Mr. YANG Qingli

Independent Non-executive Directors: Mr. WANG Tao (王濤) Mr. WONG Man Chung Francis Mr. LIU Haisheng

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

Principal Place of Business in Hong Kong: Suite 3206, Tower One Times Square 1 Matheson Street Causeway Bay Hong Kong 25 April 2017

To the Shareholders

Dear Sir / Madam,

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

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM to be held on Friday, 23 June 2017. These include ordinary resolutions relating to the granting to the Directors the Repurchase Mandate and the Issue Mandate, and the re-election of each of the retiring Directors.

* For identification purposes only

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LETTER FROM THE BOARD

THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, of not exceeding 10 per cent of the total number of issued shares of the Company as at the date of passing of the relevant resolution.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

THE ISSUE MANDATE

An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to issue, allot and deal with unissued Shares of not exceeding 20 per cent of the total number of issued shares of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 1,696,438,600 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate at the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue up to a maximum of 339,287,720 Shares.

In addition, an ordinary resolution will further be proposed at the AGM adding any Shares to be repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company, whichever occurs first.

RE-ELECTION OF RETIRING DIRECTORS

In relation to item 3 as set out in the notice of the AGM, Ms. ZHANG Shuman, Mr. YUAN Pengbin and Mr. LI Huaiqi will retire by rotation as Directors at the AGM in accordance with article 84 of the Articles, whereas Mr. WONG Man Chung Francis will retire as Director at the AGM pursuant to article 83(3) of the Articles. All retiring Directors, being eligible, offer themselves for re-election at the AGM.

Biographical details of the above retiring Directors proposed for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

2017 ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Notice of the AGM is set out on pages 14 to 18 of this circular. A form of proxy for appointing proxy is despatched with this circular and published on the websites of Hong

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LETTER FROM THE BOARD

Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.hilonggroup.net). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions stated thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:00 a.m. on Wednesday, 21 June 2017 (Hong Kong time)) 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 and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE 2017 ANNUAL GENERAL MEETING

Pursuant to article 66 of the Articles, all resolutions put to the vote of the AGM shall be decided by way of poll. An announcement on the voting results of the poll will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and Issue Mandate to the Directors and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Hilong Holding Limited ZHANG Jun Chairman

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APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

The following is an explanatory statement, as required by the Listing Rules, to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,696,438,600 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase up to a maximum of 169,643,860 Shares, being 10 per cent of the total number of issued shares of the Company as at the date of passing of the relevant resolution for granting the Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares 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 and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

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 consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2016) in the event that the Repurchase Mandate were 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 impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

5. SHARE PRICES

The following table shows the highest and lowest prices per share at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date:

	Share Price Per Share	Share Price Per Share
	Highest	Lowest
	HK$	HK$
Month
2016
April	1.01	0.87
May	0.91	0.76
June	0.91	0.77
July	1.14	0.83
August	1.11	0.87
September	1.22	0.86
October	2.16	1.18
November	2.44	1.78
December	2.58	2.04
2017
January	2.27	1.82
February	2.04	1.58
March	2.16	1.59
April (up to and including the Latest Practicable Date)	1.87	1.57

6. REPURCHASES MADE BY THE COMPANY

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, during the six months preceding the Latest Practicable Date.

7. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company, if the granting of the Repurchase Mandate is approved by the Shareholders.

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

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APPENDIX I

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

The Company has not been notified by any Core Connected Person that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the granting of the Repurchase Mandate is approved by the Shareholders.

8. TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Directors are not aware of any consequences which will arise under the Takeovers Code if the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate is exercised. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in reducing the public shareholding of the Company to less than the minimum public float requirement under the Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the retiring Directors proposed for re-election at the AGM:

1. Ms. ZHANG Shuman

Ms. ZHANG Shuman (張姝嫚) , aged 43, is a non-executive Director and a member of the audit committee of the Company. She has been a Director since 15 October 2008 and was appointed as an Executive Director on 2 December 2010. She was re-designated as a Non-executive Director of the Company on 29 March 2012. She also served as the joint company secretary of the Company from 10 February 2011 to 24 March 2017. Ms. Zhang has over 20 years of experience in the oil service industry, including the experience as a translator of First Machinery Factory of Huabei Petroleum Administration Bureau (華北石 油管理局第一機械廠) from 1996 to 2003. She has been a director of Hilong Group of Companies Ltd. (海隆石油工業集團有限公司) and a director of Shanghai Tube-Cote Petroleum Pipe Coating Co., Ltd. (上海圖博可特石油管道塗層有限公司) since 2008. From 2003 to 2006, Ms. Zhang acted as the joint secretary to the board of directors and coordinator of a China joint venture invested by UMW Ace (L) Ltd. Ms. Zhang received a Bachelor’s degree in International Economics Law from China University of Political Science and Law (中國政法大學) in 1997 and an Executive Master of Business Administration degree through a distance learning program organised by Sino-European International Management Institute (中歐國際管理學院) in 2009. She holds a Certificate of Accounting Professional issued by the Beijing Municipal Financial Bureau (北京市財政局). Ms. Zhang is the sister of Mr. ZHANG Jun, Executive Director, chairman of the Board, chief executive officer and substantial and controlling shareholder of the Company.

Saved as disclosed above, Ms. Zhang does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. She does not at present nor did she in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Ms. Zhang had interests in 24,792,000 Shares and 600,000 underlying shares of the Company in respect of share options of the Company granted to her within the meaning of Part XV of the SFO.

Ms. Zhang has signed a letter of appointment with the Company for a term of three years, which is determinable by either party by giving one month’s prior written notice, and she is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles. Under the letter of appointment, she is entitled to receive director ’s remuneration of HK$240,000 per annum which is determined by the Board with the recommendation of the remuneration committee with reference to time commitment, responsibilities and comparable market rates.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. Mr. YUAN Pengbin

Mr. YUAN Pengbin (袁鵬斌) , aged 58, is a non-executive Director and a member of the remuneration committee of the Company. He was appointed as a non-executive Director on 2 December 2010. He has served as the chairman of the Board of Shanghai Hilong Anti-Corrosion Technology Engineering Co., Ltd. (上海海隆防腐技術工程有限公司) since 2005, the institute head of Shanghai Hilong Tubular Goods Research Institute (上海 海隆石油管材研究所) since 2006, the chief engineer of Hilong Group of Companies Ltd. (海 隆石油工業集團有限公司) since 2011 and a secretary of the party committee of Hilong Group of Companies Ltd. since July 2013. He has over 33 years of research and development experience in the petroleum industry. Since joining the Group in 2005, he served as the chairman and general manager of Shanghai Hilong Anti-Corrosion Technology Engineering Co., Ltd. He also served as an executive director and the deputy general manager of Hilong Group of Companies Ltd. from 2005 to 2011, and served as a director of Tangrong Tube-Cote Petroleum Pipe Coating (Shanxi) Co., Ltd. (湯榮圖博可特 （山西）石油管道塗層有限公司) from 2008 to 2012. Although Mr. Yuan holds managerial positions in our subsidiaries, his role at the Company level is limited to non-executive functions. Prior to joining the Group, he worked for CNPC Tubular Goods Research Center (中國石油天然氣集團公司石油管材研究所) from 1983 to 2005 and acted as an assistant to institute head from 2003 to 2005. During the same period, he also served as the general manager of Xi’an Sanhuan Science and Technology Development Company Limited (西安三環科技開發總公司). Mr. Yuan received a Bachelor’s degree in Engineering from Xi’an University of Technology (西安理工大學) in 1983. In 2008, he received a Doctoral degree in Engineering from Southwest Petroleum University (西南石油大學). He is a certified senior engineer (professor level) in heat treatment. Mr. Yuan is the vice president of the Association for Science and Technology of Bao Shan District, Shanghai, the member of the Association for Science and Technology of Shanghai, the deputy to the National People’s Congress of Shanghai and the director of the Petroleum Pipeline Engineering Center of Shanghai (上海市石油管工程中心). Mr. Yuan had been elected as the technological talent and the leadership talent of the sixth session and the seventh session of Bao Shan District, Shanghai in 2010 and 2013, respectively, and had been elected as the leadership talent of Shanghai in 2011. He was also the member of the National Testing Machine Standards and Technology Committee (全國試驗機標準化技術委員會) and the Failure Analysis Committee of Chinese Mechanical Engineering Society (中國機械工程學 會失效分析委員會). He enjoyed the special subsidy from the State Council of the People’s Republic of China in 2012.

Mr. Yuan does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company. He does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Yuan had interests in 1,151,600 Shares and 2,150,000 underlying shares of the Company in respect of share options of the Company granted to him within the meaning of Part XV of the SFO.

Mr. Yuan has signed a letter of appointment with the Company for a term of three years, which is determinable by either party by giving one month’s prior written notice, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles. Under the letter of appointment, he is not entitled to any director ’s remuneration.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

3. Mr. LI Huaiqi

Mr. LI Huaiqi (李懷奇) , aged 67, is a non-executive Director of the Company. He was appointed as a non-executive Director on 26 August 2011. Mr. Li started to provide commercial and business consultation to the Company in 2012. He is a Senior Economist and is also the President of Chinese National Committee of World Petroleum Council. Mr. Li had been the Vice Chairman of the Listed Companies Association of Beijing. He was the Deputy Director-General of Advisory Center and Advisor of Expert Committee in China National Petroleum Corporation (“CNPC”). Mr. Li has over 40 years of experience in China’s oil and natural gas industry. He had worked at Daqing Oilfield, Liaohe Oilfield, Huabei Oilfield of CNPC and Nanhai East Corporation of China National Offshore Oil Corporation (“CNOOC”). In 1984, Mr. Li served as Deputy Director-General of the President’s Office of Nanhai East Corporation of CNOOC. From 1985 to 1990, he served as the Director of Secretariat of Ministry of Petroleum Technology. From August 1990 to March 1992, he studied at the College of Economy of Texas A&M University in the United States. He was also the head of the First CNPC Senior Management’s Training Class from August 1991 to February 1992. From June 1992 to October 2001, he has served as the Deputy Director-General and Director-General of the International Cooperation Department of CNPC. From August 2001 to June 2009, he was appointed as the Secretary to the Board of PetroChina Company Limited. From June 2009 to April 2011, he was the Deputy Director-General of Advisory Center and Advisor of Project Committee in CNPC. He has held the current position as the President of Chinese National Committee of World Petroleum Council since July 2011. In 2008, he was named as “Top 100 Secretaries to the Board” of Chinese Listed Companies by Securities Times. In 2009, he received the awards of “Secretary to the Board of Golden Governance Social Responsibility Companies” by Shanghai Securities News and “Best Secretary to the Board Award” in the 9th Top 100 Chinese Listed Companies Summit hosted by Warton Economic Institute. He was also selected as the “Excellent Secretary to the Board” in the annual appraisal for 2008–2009 by the Shanghai Stock Exchange.

Mr. Li does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company nor does he hold other positions in the Company or other members of the Group. He does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Li did not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Li has signed a letter of appointment with the Company for a term of three years, which is determinable by either party by giving one month’s prior written notice, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles. Under the letter of appointment, he is entitled to receive director’s remuneration of HK$240,000 per annum which is determined by the Board with the recommendation of the remuneration committee with reference to time commitment, responsibilities and comparable market rates.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

4. Mr. WONG Man Chung Francis

Mr. WONG Man Chung Francis (黃文宗先生) , aged 52, is an independent non-executive Director and the chairman of the audit committee and a member of the remuneration committee of the Company. He was appointed as an independent non-executive Director on 24 March 2017. He is currently an independent non-executive director of a number of companies whose shares are listed on The Stock Exchange of Hong Kong Limited including China Oriental Group Company Limited (stock code: 581), Wai Kee Holdings Limited (stock code: 610), Integrated Waste Solutions Group Holdings Limited (stock code: 923), Greenheart Group Limited (stock code: 94), Digital China Holdings Limited (stock code: 861) and GCL-Poly Energy Holdings Limited (stock code: 3800). He holds a master’s degree in management from the Guangzhou Jinan University (廣州暨南大學) in the People’s Republic of China. Mr. Wong is a fellow member of the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants of the United Kingdom and the Hong Kong Institute of Certified Public Accountants, a Certified Tax Advisor of the Taxation Institute of Hong Kong and a member of the Society of Chinese Accountants and Auditors. He is a senior Certified Public Accountant (Practising) and has over 28 years of experience in auditing, taxation, management and financial advisory matters. Mr. Wong previously worked at KPMG, an international accounting firm, for over six years and Hong Kong Securities Clearing Company Limited for one year and ten months.

Mr. Wong does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company nor does he hold other positions in the Company or other members of the Group. Saved as disclosed above, he does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Wong did not have any interests in Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Wong will sign a letter of appointment with the Company for a term of three years, which is determinable by either party by giving no less than one month’s prior written notice, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles. Under the letter of appointment, he is entitled to receive director’s remuneration of HK$240,000 per annum which is determined by the Board with the recommendation of the remuneration committee with reference to time commitment, responsibilities and comparable market rates.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

5. General

Each of the above retiring Directors proposed for re-election at the AGM has confirmed that there is no information which is discloseable nor is/was he/she involved in any matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to their re-election that need to be brought to the attention of the Shareholders.

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NOTICE OF 2017 ANNUAL GENERAL MEETING

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Hilong Holding Limited 海隆控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (the “Meeting”) of Hilong Holding Limited (the “Company”) will be held at Gloucester Room II, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 23 June 2017 at 10:00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 December 2016.

2. To declare a final dividend of HK1.0 cent per share for the year ended 31 December 2016.

3. To re-elect the retiring directors:

4. (a) To re-elect Ms. ZHANG Shuman as director.

5. (b) To re-elect Mr. YUAN Pengbin as director.

6. (c) To re-elect Mr. LI Huaiqi as director.

7. (d) To re-elect Mr. WONG Man Chung Francis as director.

8. To authorise the board of directors to fix the remuneration of the directors.

9. To re-appoint PricewaterhouseCoopers as auditor and to authorise the board of directors to its their remuneration.

10. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, a general and unconditional mandate be and is hereby given to the directors of the Company to exercise all

* For identification purposes only

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NOTICE OF 2017 ANNUAL GENERAL MEETING

the powers of the Company during the Relevant Period (as hereinafter defined) to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time;

• (b) the aggregate number of shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10 per cent of the total number of issued shares of the Company as at the date of passing of this resolution and the approval pursuant to paragraph (a) shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company unless the authority is renewed at such meeting;

  • (ii) 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

  • (iii) 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 any applicable laws to be held.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (c) of this resolution, a general and unconditional mandate be and is hereby given to the directors of the Company (the “Directors”) to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and deal with the unissued shares of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF 2017 ANNUAL GENERAL MEETING

• (c) the aggregate number of shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to the following, shall not exceed 20 per cent of the total number of issued shares of the Company as at the date of passing of this resolution and the approval in paragraphs (a) and (b) of this resolution shall be limited accordingly:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of options under a share option scheme;

• (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or exercise of warrants to subscribe for shares of the Company;

• (iv) any scrip dividend schemes or similar arrangements implemented in accordance with the articles of association of the Company; or

• (v) any specific authority granted or to be granted by the shareholders of the Company in general meeting; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company unless the authority is renewed at such meeting;

• (ii) 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

• (iii) 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 any applicable laws to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”

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NOTICE OF 2017 ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of ordinary resolutions 6 and 7 as set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution 7 to exercise the powers of the Company to issue, allot and deal with the unissued shares of the Company be and is hereby extended by the addition thereto the number of shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution 6, provided that such number in aggregate shall not exceed 10 per cent of the total number of issued shares of the Company as at the date of passing of this resolution.”

For and on behalf of the Board Hilong Holding Limited ZHANG Jun Chairman

25 April 2017

Notes:

1. All resolutions at the Meeting will be taken by poll pursuant to article 66 of the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

2. A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

3. 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 certified copy thereof, must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e. not later than 10:00 a.m. on Wednesday, 21 June 2017 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting and at any adjournment thereof and, in such event, the form of proxy will be deemed to be revoked.

4. For determining the qualification as shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 19 June 2017 to Friday, 23 June 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 16 June 2017.

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NOTICE OF 2017 ANNUAL GENERAL MEETING

1. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 29 June 2017 to Monday, 3 July 2017, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the entitlement to the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 28 June 2017.

As at the date of this notice, the executive directors of the Company are Mr. ZHANG Jun and Mr. WANG Tao ( 汪濤 ); the non-executive directors are Ms. ZHANG Shuman, Mr. YUAN Pengbin, Mr. LI Huaiqi and Mr. YANG Qingli; and the independent non-executive directors are Mr. WANG Tao ( 王濤 ), Mr. WONG Man Chung Francis and Mr. LIU Haisheng.

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