hmvod Limited — Proxy Solicitation & Information Statement 2015

Aug 20, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Tai Shing International (Holdings) Limited, you should at once hand this circular and the accompanied proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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.

Tai Shing International (Holdings) Limited 泰盛國際（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8103)

(1) PROPOSED SHARE CONSOLIDATION; AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A notice convening the extraordinary general meeting of the Company to be held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 8 September 2015 at 8:00 a.m., is set out on pages 11 to 13 of this circular.

A form of proxy is also enclosed. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the extraordinary general meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the extraordinary general meeting of the Company or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company at http://www.equitynet.com.hk/8103/.

• For identification purpose only

21 August 2015

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on the GEM.

– i –

CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– ii –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below:

Effective date of Share Consolidation . . . . .	. . . . . .	. . . . . . Wednesday,	. . . . . . Wednesday,	9 September 2015
		9:00	a.m. on Wednesday,
Dealing in Consolidated Shares commences	. . . . . .	. . . . . . . . . . . . . . .		9 September 2015
First day of free exchange of
existing share certificates for
new share certificates for the Consolidated Shares		. . . . . . Wednesday,		9 September 2015
Original counter for trading in Shares in board lots of		9:00	a.m. on Wednesday,
10,000 Shares temporarily closes . . . . . .	. . . . . .	. . . . . . . . . . . . . . .		9 September 2015
Temporary counter for trading in board lots of
5,000 Consolidated Shares (in the form of		9:00	a.m. on Wednesday,
existing share certificates) opens . . . . . . .	. . . . . .	. . . . . . . . . . . . . . .		9 September 2015
Original counter for trading in Consolidated Shares
in board lots of 20,000 Consolidated Shares
(in the form of new share certificates for		9:00	a.m. on Wednesday,
Consolidated Shares) re-opens . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . .	23 September 2015
Parallel trading in Consolidated Shares
(in the form of existing share certificates and		9:00	a.m. on Wednesday,
new share certificates) commences . . . . .	. . . . . .	. . . . . . . . . . . . . .	23 September 2015
Designated broker starts to stand in the market
to provide matching services for the odd lots of		9:00	a.m. on Wednesday,
Consolidated Shares . . . . . . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . .	23 September 2015
Temporary counter for trading in board lots of	5,000
Consolidated Shares (in the form of		4:00		p.m. on Thursday,
existing share certificates) closes . . . . . . .	. . . . . .	. . . . . . . . . . . . . . .	.	15 October 2015
Parallel trading in Consolidated Shares
(in the form of existing share certificates and		4:00		p.m. on Thursday,
new share certificates) ends . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . .	.	15 October 2015
Designated broker ceases to stand in the market to
provide matching services for the odd lots of		4:00		p.m. on Thursday,
the Consolidated Shares . . . . . . . . . . . . .	. . . . . .	. . . . . . . . . . . . . . .	.	15 October 2015
Last day for free exchange of
existing share certificates for
new share certificates for Consolidated Shares . . . .		. . . . . . . . . Monday, 19 October 2015

– iii –

DEFINITIONS

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

• “Board”

the board of Directors

• “Business Day” a day (other than Saturday and Sunday) on which the Stock Exchange is open for business of dealings in securities

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the Shares or the Consolidated Shares are listed on GEM

• “Consolidated Share(s)” issued and unissued share(s) of par value of HK$0.1 each in the share capital of the Company immediately following the Share Consolidation

• “Convertible Bonds” the outstanding convertible bonds due 1 April 2016 in the total outstanding principal amount of HK$30,000,000

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

• “EGM”

• an extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the ordinary resolution in respect of the Share Consolidation

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Group”

• the Company and its Subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 19 August 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

– 1 –

DEFINITIONS

• “Listing Division”

has the meaning ascribed thereto in the GEM Listing Rules

• “Offer Share(s)” 339,312,157 Consolidated Shares to be allotted and issued pursuant to the Open Offer

• “Open Offer” the proposed offer for subscription of Shares by way of open offer at the subscription price of HK$0.14 to be made by the Company to the qualifying shareholders on the basis of one (1) Offer Share for every two (2) Consolidated Shares held on the record date as contemplated under the Underwriting Agreement, the Supplemental Underwriting Agreement and the Second Supplemental Underwriting Agreement

• “Proposed Change in Board Lot the change of the board lot size from 10,000 Shares to Size” 20,000 Consolidated Shares

• “Registrar”

• the branch share registrar of the Company in Hong Kong, being Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong

• “Second Supplemental Underwriting Agreement”

• the second supplemental agreement dated 12 August 2015 (after trading hours) entered into between the Company and the Underwriter in relation to the Underwriting Agreement and the Supplemental Underwriting Agreement

• “Share(s)”

• existing ordinary share(s) with par value of HK$0.05 each in the issued and unissued capital of the Company prior to the Share Consolidation

• “Share Consolidation”

• the proposed consolidation of every two (2) issued and unissued Shares of par value of HK$0.05 each into one (1) Consolidated Share of par value of HK$0.1 each

• “Shareholder(s)”

• holder(s) of the Share(s) or Consolidated Share(s), as the case may be

• “Share Option Scheme” the share option scheme adopted by the Company on 12 November 2014

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subsidiaries”

• with the meaning ascribed thereto in the GEM Listing Rules

– 2 –

DEFINITIONS

“Supplemental Underwriting the supplemental agreement dated 14 July 2015 (after Agreement” trading hours) entered into between the Company and the Underwriter in relation to the Underwriting Agreement “Underwriter” Freeman Securities Limited, a licensed corporation to carry out business in Type 1 (dealing in securities) regulated activities under the SFO “Underwriting Agreement” the underwriting agreement dated 17 June 2015 entered into between the Company and the Underwriter (after trading hours) in relation to the underwriting arrangement in respect of the Open Offer “HK$” Hong Kong dollar, the lawful currency of Hong Kong “%” per cent

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

– 3 –

LETTER FROM THE BOARD

Tai Shing International (Holdings) Limited 泰盛國際（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8103)

Executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer)

Ms. Ju Lijun Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

Non-executive Directors:

Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

Registered office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Room M2B2, 7/F. Kaiser Estate, Phase 3 No.11 Hok Yuen Street Hunghom, Kowloon Hong Kong

Independent non-executive Directors:

Mr. Chan Yee Sze

Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

21 August 2015

To the Shareholders

Dear Sirs or Madams,

(1) PROPOSED SHARE CONSOLIDATION; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 12 August 2015, the Company announced that, it proposes to effect the Share Consolidation.

The purpose of this circular is to provide you, amongst other things, (i) further details on the Share Consolidation; and (ii) a notice convening the EGM at which the relevant resolution will be proposed to consider and, if thought fit, approve the Share Consolidation.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation pursuant to which every two (2) issued and unissued Shares of HK$0.05 each be consolidated into one Consolidated Share of HK$0.1.

As at the Latest Practicable Date, the share capital of the Company consists of 1,357,248,628 Shares in issue and the aggregate nominal value of the issued share capital of the Company is approximately HK$67.86 million.

As at the Latest Practicable Date, the Company has the outstanding convertible bonds due 1 April 2016 in the total outstanding principal amount of HK$30,000,000 which entitle the holders to subscribe an aggregate of 171,428,571 Shares upon exercise of the conversion rights attaching to the Convertible Bonds. Save for disclosed in the aforementioned, there are no options, warrants or other securities convertible into or giving rights to subscribe for Shares or Consolidated Shares.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM to be convened by the Company; and

• (ii) the Listing Division of the Stock Exchange granting the listing of and permission to deal in, the Consolidated Shares in issue arising from the Share Consolidation.

Assuming the above conditions are fulfilled, it is expected that the Share Consolidation will become effective on the Business Day next following the date on which the relevant resolution approving the Share Consolidation is passed.

– 5 –

LETTER FROM THE BOARD

Share capital structure of the Company

Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the date on which the Share Consolidation become effective, the share capital structure of the Company will be as follows:

		Immediately
	Prior to the Share	following Share
	Consolidation	Consolidation
	becoming effective	becoming effective
Nominal value of each Share/Consolidated
Share	HK$0.05	HK$0.1
Number of authorized Shares/Consolidated
Shares	4,000,000,000	2,000,000,000
Authorized share capital	HK$200,000,000	HK$200,000,000
Number of Shares/Consolidated Shares in
issue	1,357,248,628	678,624,314
Issued and fully-paid share capital	HK$67,862,431.40	HK$67,862,431.40

The size of each board lot of the Consolidated Shares will be 20,000 Consolidated Shares per board lot.

Status of the Consolidated Shares

The Consolidated Shares shall rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

No fractional Consolidated Shares will be issued by the Company. Any fractional entitlements of the Consolidated Shares will be aggregated and sold for the benefit of the Company.

Effect of the Share Consolidation

Other than the relevant expenses incurred, the implementation of the Share Consolidation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group and that on the date the Share Consolidation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Share Consolidation would be, unable to pay its liabilities as they become due. The Share Consolidation will not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any unpaid capital of the Company nor will it result in any change in the relative rights of the Shareholders.

– 6 –

LETTER FROM THE BOARD

In order to accommodate the Share Consolidation, the Company wishes to draw the attention to the Shareholders and potential investors of the Company that the timetable of the Open Offer was revised as stated in the section headed “ EXPECTED TIMETABLE ” as shown in the announcement of the Company dated 12 August 2015. Notwithstanding the delay in despatch of the Prospectus Documents, the Board considers that there is no material adverse effect on the financial position of the Group.

Reasons for the Share Consolidation

The Share Consolidation will increase the nominal value of the Shares. It is expected that the Share Consolidation would bring about corresponding upward adjustments in the trading price of the Consolidated Shares (i.e. based on the closing price of HK$0.057 per Shares as quoted on the Stock Exchange on the Latest Practicable Date, the trading price of the Consolidated Shares will be HK$0.114 per Consolidated Share) on the Stock Exchange and the Board believes that it may attract more investors and extend the shareholders base of the Company. The Board therefore considers that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

In view of the recent decrease in trading prices of the Shares and the trading price is approaching to the extremities of HK$0.01, the Board considers that it is of paramount importance to adjust the trading price of the Shares to meet the trading limit as set out in Rule 17.76 of the GEM Listing Rules first. As it takes time for the Share Consolidation to take effect (approximately 6 weeks), the delay in timetable of the Open Offer (approximately 6 weeks) is to prioritize the Share Consolidation before the Open Offer and the Board considers this arrangement to be fair and reasonable and is in the interest of the Company and its Shareholders as a whole.

Odd lots arrangements and matching services

In order to alleviate the difficulties arising from the existence of odd lots of Consolidated Shares arising from the Share Consolidation and the Propsoed Change in Board lot size, the Company has appointed Freeman Securities Limited to stand in the market to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holdings of odd lots of the Consolidated Shares from 9:00 a.m. on Wednesday, 23 September 2015 to 4:00 p.m. on Thursday, 15 October 2015 (both days inclusive). Holders of odd lots of the Consolidated Shares who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or top up to a full board lot may, directly or through their brokers, contact Ms. Hong Ming Kiu, May of the Freeman Securities Limited of Room 1601, 16/F., China United Centre, 28 Marble Road, North Point, Hong Kong by phone at (852) 3513 8002 or by fax at (852) 2815 6728 during this period.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares are not warranted. Any Shareholder who is in any doubt about the odd lots arrangement, is recommended to consult his/her/its own professional advisers.

– 7 –

LETTER FROM THE BOARD

Listing and dealings

Application has been made by the Company to the Listing Division of the Stock Exchange for the grant of the listing of, and permission to deal in, the Consolidated Shares in issue and any new Consolidated Shares which may fall to be issued pursuant to (i) the exercise of the subscription rights attached to the share options granted and may be granted under the Share Option Scheme and (ii) the exercise of the conversion rights attaching to the Convertible Bonds, upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the general rules of CCASS and CCASS operational procedures in effect from time to time.

Free exchange of Share certificates

Subject to the Share Consolidation becoming effective, Shareholders may submit share certificates for the Shares, to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for exchange from Wednesday, 9 September 2015 to Monday, 19 October 2015 (both dates inclusive), at the expense of the Company for share certificates of the Consolidated Shares. Thereafter, share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each share certificate of the Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever number of share certificates cancelled/issued is higher.

The existing share certificates will be valid for trading and settlement up to 4:00 p.m. on Thursday, 15 October 2015, being the latest time for trading in board lot of 5,000 Consolidated Shares in the form of existing share certificates (or such other date which will be announced by the Company) and will continue to be good evidence of legal title after the Share Consolidation has become effective and may be exchanged for share certificates of the Consolidated Shares at any time in accordance with the foregoing. The new share certificates for the Consolidated Shares will be issued in orange colour in order to distinguish them from the existing green colour of the share certificates for the Shares.

PROPOSED CHANGE IN BOARD LOT SIZE

References are made to the announcements of the Company dated 17 June 2015, 14 July 2015, 12 August 2015 and 19 August 2015.

– 8 –

LETTER FROM THE BOARD

As mentioned in the announcements of the Company dated 12 August 2015, the Board proposed that the board lot size of the Shares for trading on the Stock Exchange be changed from 10,000 Shares to 20,000 Consolidated Shares. The Board proposed that the Proposed Change in Board Lot Size will take effect after the Share Consolidation is approved (instead of the next Business Day immediately after the Record Date).

For details of the effective date and time of change in board lot size from 10,000 Shares to 20,000 Consolidated Shares, please refer to the timetable under heading “ REVISED TIMETABLE ” in the announcement of the Company dated 19 August 2015.

EGM

An EGM will be convened for the Shareholders to consider and, if thought fit, approve the ordinary resolution in respect of the Share Consolidation. Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the EGM will be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 17.47(5) of the GEM Listing Rules.

As no Shareholder has a material interest in both the Share Consolidation, no Shareholder will be required to abstain from voting on the resolution to approve the Share Consolidation.

A notice convening the EGM to be held at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong on 8 September 2015 at 8:00 a.m. is set out on pages 11 to 13 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, 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 later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof, should you so wish.

POSSIBLE ADJUSTMENTS TO THE CONVERTIBLE BONDS AND SHARE OPTIONS UPON SHARE CONSOLIDATION BECOMING EFFECTIVE

As a result of Share Consolidation, adjustments may need to be made to the exercise price and other rights (if any) pursuant to the terms of the Convertible Bonds and Share Option Scheme if necessary. The auditors or an approved financial adviser of the Company will be appointed to certify the necessary adjustments, if any, to the conversion prices of the Convertible Bonds and number of conversion shares and the exercise prices and number of Consolidated Shares which may be subscribed pursuant to the share options. Further announcement will be made by the Company in this regard as and when appropriate.

– 9 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors believe that the Share Consolidation are in the interests of the Group and the Shareholders as a whole, and accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution approving the Share Consolidation at the EGM.

Yours faithfully, On behalf of the Board Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

– 10 –

NOTICE OF EGM

Tai Shing International (Holdings) Limited 泰盛國際（控股）有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Tai Shing International (Holdings) Limited (the “ Company ”) will be held on 8 September 2015 at 8:00 a.m. at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong (“ EGM ”) to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

1. “ THAT ”, subject to and conditional upon the GEM Listing Division of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consolidated Shares (as hereinafter defined) in issue and any new Consolidated Shares which may fall to be issued, every two (2) issued and unissued shares of HK$0.05 each in the capital of the Company be and is hereby consolidated into 1 share of HK$0.1 (the “ Consolidated Share ”) with effect on the business day next following the date on which this resolution is passed (the “ Share Consolidation ”) and the Directors be authorised to issue new share certificates in respect of the Consolidated Shares to holders of existing shares of the Company pursuant to the Share Consolidation and to do all things and execute all documents in connection with or incidental to the Share Consolidation.”

Yours faithfully, On behalf of the Board Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

Hong Kong, 21 August 2015

• For identification purpose only

– 11 –

NOTICE OF EGM

Registered Office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive, P.O. Box 2681 M2B2, 7/F. Grand Cayman KY1-1111 Kaiser Estate, Phase 3 Cayman Islands No. 11 Hok Yuen Street Hunghom, Kowloon Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the EGM or any adjourned meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, 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 EGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:

Dr. Chew Chee Wah (Chairman) Mr. Tam Kwok Leung (Chief Executive Officer) Ms. Ju Lijun Mr. Zhang Jinshu Mr. Luk Chi Shing Ms. Zhang He Mr. Lee Yiu Tung

Non-executive Directors:

Dr. Pan Jin Mr. Dai Yuanxin Ms. Xiao Yongzhen

Independent non-executive Directors:

Mr. Chan Yee Sze Ms. Hu Yun Mr. Koh Kwing Chang Mr. Lui Wai Ming Mr. Lai Chi Leung

– 12 –

NOTICE OF EGM

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company at http://www.equitynet.com.hk/8103/.

– 13 –