International Genius Company — Proxy Solicitation & Information Statement 2014

Apr 7, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Harmonic Strait Financial Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The 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.

HARMONIC STRAIT FINANCIAL HOLDINGS LIMITED 和 協 海 峽 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

(1) PROPOSED RE-ELECTION OF DIRECTORS; (2) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (3) REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME; AND (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting (‘‘AGM’’) of Harmonic Strait Financial Holdings Limited to be held at Empire Room 1, 1/F., Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 16 May 2014 at 2:30 p.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

If you are not able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM or any adjournment thereof should you so wish.

8 April 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of the Scheme Mandate Limit under the Share Option Scheme . . . . . . .	6
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Details of Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• ‘‘10% Scheme Mandate Limit’’ the maximum number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme, being (i) 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme; or (ii) if such limit in (i) above is to be refreshed thereafter, not exceeding 10% of the Company’s issued share capital as the date of approval of the refreshed limit by the Shareholders

• ‘‘Annual General Meeting’’

• the Annual General Meeting of the Company to be held at Empire Room 1, 1/F., Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 16 May 2014 at 2:30 p.m. or any adjournment thereof

• ‘‘Annual Report’’ annual report of the Company in respect of the year ended 31 December 2013

• ‘‘Articles of Association’’

• the articles of association of the Company, and ‘‘Article’’ shall mean an article of the Articles of Association

• ‘‘associate(s)’’

• has the meaning ascribed to this term under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Company’’

• Harmonic Strait Financial Holdings 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

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and all of its subsidiaries

• ‘‘Hong Kong’’

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

• ‘‘Issue Mandate’’

• the general mandate proposed to be granted to the Directors at the Annual General Meeting to issue further new Shares not exceeding 20% of the issued share capital of the Company at the date of the passing of the relevant resolution granting such mandate

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• 2 April 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

• ‘‘Proposed Refreshment’’ the proposed refreshment of the 10% Scheme Mandate Limit under the Share Option Scheme at the Annual General Meeting

• ‘‘Repurchase Mandate’’ the repurchase mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase up to 10% of the issued share capital of the Company at the date of the passing of the relevant resolution granting such mandate

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

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

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Share Option Scheme’’ share option scheme adopted by the Company on 30 October 2007

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Codes on Takeovers and Mergers and Share Repurchases

• ‘‘%’’ per cent

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LETTER FROM THE BOARD

HARMONIC STRAIT FINANCIAL HOLDINGS LIMITED 和 協 海 峽 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

Executive Directors: Mr. Lo Siu Leung Mr. Tong Nai Kan Mr. Zhao Tieliu

Non-Executive Director:

Mr. Ko Ming Tung, Edward

Registered office: P. O. Box 309 Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands

Independent non-executive Directors:

Mr. Cheung Wah Keung Mr. Anthony Espina Mr. Cheng Wai Lam, James

Head office and principal place of business in Hong Kong: Unit B, 35/F. No. 169 Electric Road North Point Hong Kong 8 April 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED RE-ELECTION OF DIRECTORS; (2) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (3) REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the Annual General Meeting, resolutions will be proposed, among other matters:

• (a) to re-elect the Directors;

• (b) to grant the Issue Mandate to the Directors;

• (c) to grant the Repurchase Mandate to the Directors;

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LETTER FROM THE BOARD

• (d) to increase the number of Shares to be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate; and

• (e) to grant the Proposed Refreshment.

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the Annual General Meeting for the re-election of retiring Directors, the grant of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate to the Shares repurchased pursuant to the Repurchase Mandate and the Proposed Refreshment and to give you the notice of the Annual General Meeting.

RE-ELECTION OF DIRECTORS

According to Article 130, one-third of the Directors (excluding Directors whom have been appointed by the Board and are subject to re-election at the next following general meeting) for the time being, or if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at every Annual General Meeting provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Mr. Tong Nai Kan and Mr. Ko Ming Tung, Edward as Executive Director and Non-Executive Director respectively, shall both retire from office at Annual General Meeting and shall offer themselves for re-election.

According to Article 114, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board shall hold office only until the next following general meeting of the Company and shall be eligible for re-election at that meeting. Mr. Lo Siu Leung and Mr. Zhao Tieliu, who were appointed by the Board on 27 December 2013 as Executive Directors shall retire from office at the Annual General Meeting and shall offer themselves for re-election.

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

ISSUE MANDATE AND REPURCHASE MANDATE

Issue Mandate

As at the Latest Practicable Date, a total of 1,787,850,000 Shares were in issue. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Directors would be granted a new general mandate to allot and issue up to a maximum of 357,570,000 Shares, representing 20% of the issued Shares at the time of the passing of the resolution approving the Issue Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.

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LETTER FROM THE BOARD

The Issue Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next Annual General Meeting of the Company; or

• (b) the expiration of the period within which the next Annual General Meeting of the Company is required by the Articles of Association, or any other applicable laws of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

In addition, a separate ordinary resolution will be proposed at the Annual General Meeting to extend the Issue Mandate granted to the Directors to allot, issue and deal with additional shares in the capital of the Company by the number of shares repurchased by the Company pursuant to the Repurchase Mandate.

The Directors have no immediate plans to issue any new Shares other than any Shares which may fall to be issued under the Share Option Scheme or conversion of convertible bonds of the Company.

Repurchase Mandate

At the Annual General Meeting, and as part of the special business of the Annual General Meeting, an ordinary resolution will be proposed to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and in accordance with the terms therein, the Directors would be granted a new general mandate to repurchase up to a maximum of 178,785,000 Shares, representing the 10% of the issued Shares at the time of the passing of the resolution approving the Repurchase Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.

The Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next Annual General Meeting of the Company; or

• (b) the expiration of the period within which the next Annual General Meeting of the Company is required by the Articles of Association, or any other applicable laws of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to approve the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix II of this circular.

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LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

Under the rules of the Share Option Scheme:

• (i) the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other option schemes of the Company is subject to the 10% Scheme Mandate Limit; and

• (ii) the overall maximum number of Shares which may be issued upon the exercise of all outstanding options grants and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time (‘‘30% Overall Limit’’).

The Directors may seek approval from the Shareholders in general meeting to refresh the 10% Scheme Mandate Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall be 10% of the Shares in issue as at the date of approval of the limit as ‘‘refreshed’’. In this connection, options previously granted under the Share Option Scheme and any other share schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% Scheme Mandate Limit as ‘‘refreshed’’.

The 10% Scheme Mandate Limit as at the date of adoption of the Share Option Scheme on 30 October 2007 was 20,000,000 Shares.

Apart from the Share Option Scheme, the Company did not have any other share option scheme as at the Latest Practicable Date. The Shareholders have approved the refreshment of 165,185,000 Shares on 31 May 2013 (representing 10% of the Shares in issue on the date of approval), the date of the previous annual general meeting. The Company has not granted any option since the date of last refreshment of the 10% Scheme Mandate Limit. As at the Latest Practicable Date, the Company has no share option outstanding or has not granted any share option under the Share Option Scheme since the date of adoption of the Share Option Scheme. The existing unutilized 10% Scheme Mandate Limit, 165,185,000 Shares only represents 9.24% of 1,787,850,000 Shares in issue at the Latest Practicable Date.

If the 10% Scheme Mandate Limit is ‘‘refreshed’’, on the basis of 1,787,850,000 Shares in issue as at the Latest Practicable Date and assuming prior to the Annual General Meeting no Shares will be issued (whether upon exercise of options granted under the Share Option Scheme or otherwise) or repurchased by the Company, the refreshed 10% Scheme Mandate will be 178,785,000 Shares and the Directors will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for maximum of 178,785,000 Shares (‘‘Available Limit’’).

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme be granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate and give incentives to eligible participant to continue contributing to the

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LETTER FROM THE BOARD

long term success and prosperity of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the Annual General Meeting to refresh the 10% Scheme Mandate Limit.

On the basis of 1,787,850,000 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 536,355,000 Shares.

The refreshment of the 10% Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Proposed Refreshment at the Annual General Meeting; and

• (ii) the Stock Exchange granting the listing of, and permission to deal in, such number of Share, representing 10% of the issued Shares as at the date of the Annual General Meeting, which may fall to be allotted and issued pursuant to the exercise of the options to be granted under the 10% Scheme Mandate Limit so refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the refreshed 10% Scheme Mandate Limit.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39 of the Listing Rules and Article 90, all votes of the Shareholders at the general meetings must be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. In this regard, the resolutions set out in the Notice of the Annual General Meeting will be put to vote by way of poll.

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 Group. 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.

RECOMMENDATIONS

The Directors believe that the proposed re-election of Director, the proposed grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate to the Shares repurchased pursuant to the Repurchase Mandate and the Proposed Refreshment are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully For and on behalf of the Board of Harmonic Strait Financial Holdings Limited Lo Siu Leung Executive Director

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

APPENDIX I

The details of the Directors who will retire from office at the Annual General Meeting and being eligible, will offer themselves for re-election at the Annual General Meeting, are set out below:

Mr. Tong Nai Kan (唐乃勤) (‘‘Mr. Tong’’), aged 55, was re-elected as an Executive Director of the Company on 11 May 2012. Mr. Tong shall retire from office at Annual General Meeting and shall offer himself for re-election subject to Article 130. He has over 20 years of experience in investment in various businesses in Mainland China and has participated in energy-related businesses in recent few years.

Mr. Tong was an executive director of New Smart Energy Group Limited (stock code: 91) for the period from March 1999 to June 2013, a company listed on the Main Board of the Stock Exchange. He was previously an executive director of China Mining Resources Group Limited (formerly known as ‘‘lNNOMAXX Biotechnology Group Limited’’) (Stock Code: 340) for the period from May 2000 to May 2004, a company listed on the Main Board of the Stock Exchange. He is currently the director of certain subsidiaries of the Group. He was awarded as the 11th World Outstanding Chinese Award from the World Chinese Business Foundation and the Honorary Doctoral Degree from the International American University in March 2009. Mr. Tong is responsible for the strategic planning, business development and overall management of the Group. Mr. Tong joined the Group in August 2010.

Mr. Tong has not entered into any service agreement with the Company. The annual emoluments payable to Mr. Tong is approximately HK$120,000 subject to annual adjustment to be determined by the Board of the Company with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Tong.

As at Latest Practicable Date, Mr. Tong is a substantial shareholder of the Company and is deemed to be interested in 213,898,000 Shares in the issued share capital of the Company, representing approximately 11.96% of the issued share capital of the Company. The 213,898,000 Shares are held by Market Speed Limited which is controlled by Mr. Tong. In addition, Mr. Tong is also interested in 925,550,000 Shares of long position on conversion of the convertible bond of the Company, representing approximately 51.77% of the issued share capital of the Company. All shares are held by Market Speed Limited which is controlled by Mr. Tong. Save as disclosed above, Mr. Tong does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Tong has no relationships with any Directors, senior management or substantial or controlling shareholder of the Company. Save as disclosed above, Mr. Tong did not hold any directorship in other listed public companies in the last three years. In relation to the proposed re-election of Mr. Tong, there is no information relating to Mr. Tong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and no matter needs to be brought to the attention of the Shareholders of the Company.

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

APPENDIX I

Mr. Ko Ming Tung, Edward (高明東) (‘‘Mr. Ko’’), aged 53, was re-elected as an NonExecutive Director of the Company on 11 May 2012. Mr. Ko obtained an external Bachelor of Laws Degree from the University of London in the United Kingdom in August 1986 and is a member of The Law Society of Hong Kong. Mr. Ko is the principal of Messrs. Edward Ko & Company and has been practising as a solicitor in Hong Kong for more than 20 years.

Other than the directorship in the Company, currently, Mr. Ko is also an independent nonexecutive director of Sinofert Holdings Limited (Stock Code: 297), Wai Chun Group Holdings Limited (Stock Code: 1013) and Interchina Holdings Company Limited (Stock Code: 202), all of which are companies whose shares are listed on the Main Board of the Stock Exchange. Mr. Ko was previously an independent non-executive director of Kai Yuan Holdings Limited (Stock Code: 1215), whose shares are listed on the Main Board of the Stock Exchange.

Mr. Ko signed a letter of appointment dated 9 May 2011 with the Company. The initial term of service of Mr. Ko is three years commencing from 9 May 2011. Under the letter of appointment entered into between Mr. Ko and the Company, Mr. Ko is currently entitled to a fixed annual director’s fee of HK$150,000 which is determined with reference to his experience and remuneration benchmark in the industry. Save as disclosed above, he is not entitled to any other remuneration including any bonus payments (whether fixed or discretionary in nature) from the Company.

As at the Latest Practicable Date, Mr. Ko does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Ko has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. Save as disclosed above, Mr. Ko did not hold any directorship in other listed public companies in the last three years. In relation to the proposed re-election of Mr. Ko, there is no information relating to Mr. Ko that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

Mr. Lo Siu Leung (盧紹良) (‘‘Mr. Lo’’), aged 36, was appointed as a Executive Director of the Company on 27 December 2013. He has over 10 years of experience in accounting, auditing, tax and finance. He holds a Master degree in Business Administration from The Hong Kong Polytechnic University. He is a fellow member of the Association of Chartered Certified Accountants, an associate member of Hong Kong Institute of Certified Public Accountants and an associate member of The Institute of Chartered Accountants in England and Wales. He is also a Chartered Financial Analyst. He is the director of Harmonic Strait Financing Guarantee Co., Limited and also takes the position of overseeing the financial function of the Group and joined the Group in June 2009.

Save as disclosed above, Mr. Lo has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years. In addition, Mr. Lo does not hold any other position with the Company or other members of the Group.

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

APPENDIX I

Mr. Lo has not entered into any director service contracts with the Company. The annual emoluments payable to Mr. Lo is HK$839,000 subject to annual adjustment to be determined by the Board of the Company with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Lo.

As at the Latest Practicable Date, Mr. Lo has 32,000 shares of the Company (representing 0.002% of the issued share capital) within the meaning of Part XV of the SFO. Mr. Lo has no relationships with any Directors, senior management or substantial or controlling shareholder of the Company. Save as disclosed above, Mr. Lo has confirmed that there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and no matter needs to be brought to the attention of the Shareholders of the Company.

Mr. Zhao Tieliu (趙鐵流) (‘‘Mr. Zhao’’), aged 56, was appointed as Executive Directors of the Company on 27 December 2013. Mr. Zhao graduated from Tianjin University of Finance and Economics with a Bachelor degree of Economics in 1984 and obtained a Master degree in Business Administration from Oklahoma City University, USA in 1990. He is the director and general manager of Harmonic Strait Financing Guarantee Co., Limited. Mr. Zhao held positions in Tianjin University of Finance and Economics as lecturer, the Department of Accounting as deputy dean, and as division director of the Futures Supervision Division and Intermediary Supervision Division of China Securities Regulatory Commission at the Tianjin Regulatory Bureau.

Mr. Zhao was previously an executive director and managing director of Sanyuan Group Limited (Stock Code: 0140), a company previously listed on the Main Board of The Hong Kong Stock Exchange Limited, and a non-executive director of CIAM Group Limited (Stock Code: 0378), a company listed on the Main Board of The Hong Kong Stock Exchange Limited. He was also the President of Weida Applied Technology Company Limited (Stock Code: 000603) which listed on the Shenzhen Stock Exchange and the executive director of Masterwork Machinery Co., Limited (Stock Code: 300195) which listed on the Growth Enterprise Market of the Shenzhen Stock Exchange. Save as disclosed above, Mr. Zhao has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years. In addition, Mr. Zhao does not hold any other position with the Company or other members of the Group.

Mr. Zhao has not entered into any director service contracts with the Company. The annual emoluments payable to Mr. Zhao is approximately HK$518,000 subject to annual adjustment to be determined by the Board of the Company with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Zhao.

As at the Latest Practicable Date, Mr. Zhao does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO. Mr. Zhao has no relationships with any Directors, senior management or substantial or controlling shareholder of the Company. Save as disclosed above, Mr. Zhao has confirmed that there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and no matter needs to be brought to the attention of the Shareholders of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SHARES FROM CONNECTED PARTIES

The Listing rules prohibit a company from knowingly purchasing shares on the Stock Exchange from a ‘‘connected person’’ (as defined in the Listing Rules), and a connected person is prohibited from knowingly selling his/her/its securities to the company.

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.

2. SHARE CAPITAL

As at the Latest Practicable Date, a total of 1,787,850,000 Shares were in issue and fully paid. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 178,785,000 Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the laws of the Cayman Islands and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Group compared with that as at 31 December 2013, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Group.

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EXPLANATORY STATEMENT

APPENDIX II

5. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2013
April	0.087	0.068
May	0.090	0.072
June	0.156	0.073
July	0.165	0.111
August	0.158	0.120
September	0.138	0.104
October	0.130	0.088
November	0.123	0.098
December	0.155	0.100
2014
January	0.140	0.109
February	0.152	0.113
March	0.139	0.110
April (Up to the Latest Practicable Date)	0.116	0.112

6. UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If, on the exercise of the power to repurchase 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 for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, so far as is known to the Directors, the substantial Shareholder (as defined under the listing rules of the Stock Exchange) was Market Speed Limited. Market Speed Limited was interested in 213,898,000 Shares representing approximately 11.96%. On the assumption that the number of Shares in issue remains unchanged from the Latest Practicable Date up to the expiry of the Repurchase Mandate and in the event that the Directors should exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest in Shares held by Market Speed Limited would be increased to approximately 13.29% of the then issued share capital of the Company. Such increase in the interest in Shares held by Market Speed Limited and its associate or by any other shareholders acting in concert with it does not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code.

The Directors have no intention to exercise any of the Repurchase Mandate to such an extent that the number of Shares in hands of the public falling below the prescribed minimum percentage (under the Listing Rules) of 25%.

8. SHARES REPURCHASE MADE BY THE COMPANY

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

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NOTICE OF THE ANNUAL GENERAL MEETING

HARMONIC STRAIT FINANCIAL HOLDINGS LIMITED 和 協 海 峽 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (‘‘AGM’’) of the shareholders of Harmonic Strait Financial Holdings Limited (the ‘‘Company’’) will be held at Empire Room 1, 1/F., Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 16 May 2014 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolutions:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the ‘‘Directors’’) and auditor of the Company for the year ended 31 December 2013;

2. (a) To re-elect Directors as follows:

   • (i) Mr. Tong Nai Kan as an Executive Director;

   • (ii) Mr. Zhao Tieliu as an Executive Director;

   • (iii) Mr. Lo Siu Leung as an Executive Director; and

   • (iv) Mr. Ko Ming Tung, Edward as a Non-Executive Director; and

3. (b) To authorise the Board of Directors to fix the Directors’ remuneration;

4. To re-appoint Cheng & Cheng Limited as the Company’s auditor and to authorize the Board of Directors to fix its remuneration;

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

‘‘THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to: (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue 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 in force from time to time, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company on the date of the 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 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 any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of the Stock Exchange).’’

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NOTICE OF THE ANNUAL GENERAL MEETING

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

‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

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

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the articles of association of the Company or by any applicable laws to be held; and

  • (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

• As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT subject to the ordinary resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued Shares on the date of the passing of resolution no. 5.’’

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

‘‘THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the

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NOTICE OF THE ANNUAL GENERAL MEETING

options which may be granted under the share option scheme adopted by the Company on 30 October 2007 (‘‘Share Option Scheme’’) and any other share option schemes of the Company, representing 10 per cent. of the issued share capital of the Company as at the date on which this resolution is passed:

• (a) approval be and is hereby granted for refreshing the 10 per cent. limit under the Share Option Scheme (‘‘Proposed Refreshment’’) and any other share option schemes of the Company provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Proposed Refreshment); and

• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.’’

For and on behalf of the Board of Harmonic Strait Financial Holdings Limited Lo Siu Leung Executive Director

Hong Kong, 8 April 2014
Registered office:	Head office and principal place
Ugland House	of business in Hong Kong:
South Church Street	Unit B, 35/F.
George Town	No. 169 Electric Road
Grand Cayman KY1-1104	North Point
Cayman Islands	Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or materially certified copy of such powers of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Trior Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. A form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed on it and then deposit with the Company’s branch share registrar and transfer office in Hong Kong as indicated above. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish.

2. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

3. A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

As at the date of this notice, the Board comprises three executive directors, namely Mr. Lo Siu Leung, Mr. Tong Nai Kan and Mr. Zhao Tieliu; one non-executive director, Mr. Ko Ming Tung, Edward; and three independent non-executive directors, namely Mr. Cheung Wah Keung, Mr. Anthony Espina and Cheng Wai Lam, James.

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