Long Investment Corp — Proxy Solicitation & Information Statement 2012

Aug 2, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in SOCAM Development Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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瑞安建業有限公司[*] SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

AND

SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 22 August 2012 at 11:30 a.m. is set out on pages 22 and 23 of this circular. A form of proxy for the meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be), should you so wish.

• For identification purpose only

3 August 2012

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed adoption of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Special general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX — SUMMARY OF THE PRINCIPAL TERMS OF
THE NEW SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

— i —

DEFINITIONS

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

• “associate” has the same meaning as defined in the Listing Rules “Auditor” the auditor of the Company for the time being “Board” the board of Directors or a duly authorised committee thereof “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities listed thereon

• “Companies Ordinance” the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

• “Company” SOCAM Development Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 983)

• “connected person” has the same meaning as defined in the Listing Rules “Directors” the directors of the Company for the time being “Eligible Participant” any person or party who or which is eligible to participate as grantee in and receive Options under the New Share Option Scheme

• “Employee” any director, officer or other person who has been employed by any member of the Group or an Invested Entity pursuant to the labour legislation in Hong Kong or other jurisdictions (in each case, whether full time or part time)

• “Existing Share Option Scheme” the existing share option scheme adopted by the Company at a special general meeting held on 27 August 2002

• “Group” the Company and the Subsidiaries “HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong

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

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DEFINITIONS

• “Invested Entity”

• any entity in which the Company or any Subsidiary holds any interest

• “Latest Practicable Date” 31 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time

• “New Share Option Scheme” the new share option scheme proposed to be conditionally adopted by the Company at the SGM, a summary of the principal terms of which is set out in the appendix to this circular

• “Offer” an offer of the grant of an Option made in accordance with the New Share Option Scheme

• “Offer Date” the date on which an Offer is made to an Eligible Participant

• “Option”

• a right to subscribe for Shares granted pursuant to the New Share Option Scheme

• “Option Period” in respect of any particular Option, the period within which the Option must be exercised (which shall be determined by the Board and specified in the letter containing the Offer to the grantee), provided that such period shall not expire later than 10 years from the Offer Date

• “Scheme Mandate Limit” the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company and must not, in aggregate, exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme (excluding options which have lapsed in accordance with the terms of the New Share Option Scheme or any other share option scheme of the Company), unless Shareholders’ approval has been obtained pursuant to the terms as set out in the New Share Option Scheme

• “Shareholders” the holders of Shares “Shares” shares of HK$1.00 each of and in the share capital of the Company, or, if there is any subsequent sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or re-construction

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	DEFINITIONS
“SGM”	the special general meeting of the Company to be held on 22
	August 2012
“Stock Exchange”	The Stock Exchange of Hong Kong Limited or other principal
	stock exchange in Hong Kong on which the Shares are for the
	time being listed or traded
“Subscription Price”	the price per Share at which a grantee may subscribe for
	Shares on the exercise of an Option
“Subsidiary”	a corporation which is for the time being and from time to
	time a subsidiary of the Company (within the meaning of the
	Companies Ordinance or Section 86 of the Companies Act
	1981 of Bermuda (as amended)), whether incorporated in
	Hong Kong, Bermuda or elsewhere, and “Subsidiaries” shall
	be construed accordingly
“substantial shareholder”	has the same meaning as defined in the Listing Rules
“%”	per cent

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LETTER FROM THE BOARD

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瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

Executive Directors: Mr. Lo Hong Sui, Vincent Mr. Choi Yuk Keung, Lawrence Mr. Wong Kun To, Philip Mr. Wong Fook Lam, Raymond

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director: Mr. Wong Yuet Leung, Frankie

Independent Non-executive Directors:

Mr. Gerrit Jan de Nys Ms. Li Hoi Lun, Helen Mr. Chan Kay Cheung Mr. Tsang Kwok Tai, Moses

Head Office and Principal Place of Business in Hong Kong: 34th Floor Shui On Centre 6-8 Harbour Road Hong Kong

3 August 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME

AND

SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the information in connection with the proposal to adopt the New Share Option Scheme at the SGM and the notice of the SGM.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

1. Reasons for the adoption of the New Share Option Scheme

The Existing Share Option Scheme commenced on 30 August 2002 and will expire on 30 August 2012. Upon expiration of the Existing Share Option Scheme, no further options can be granted thereunder. However, the rules of the Existing Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of options granted prior to its expiration or otherwise as may be required in accordance with the rules of the Existing Share Option Scheme.

All outstanding options granted prior to such expiration shall continue to be valid and exercisable in accordance with the rules of the Existing Share Option Scheme. As at the Latest Practicable Date, options to subscribe for an aggregate of 72,798,719 Shares (representing approximately 14.87% of the total issued Shares as at the Latest Practicable Date) had been granted and remained outstanding under the Existing Share Option Scheme. The Board confirms that, following the adoption of the New Share Option Scheme, it will not grant any further options under the Existing Share Option Scheme prior to the expiration of the Existing Share Option Scheme.

In view of the expiration of the Existing Share Option Scheme, the Board proposes to the Shareholders to adopt the New Share Option Scheme at the SGM.

The Board considers that it would be advantageous to the Group’s development for the Company to continue giving incentives and rewards to eligible persons by granting Options under the New Share Option Scheme. By granting Options to the Employees, directors or other eligible persons, the New Share Option Scheme will provide to the participants a personal stake in the Group, which the Directors believe will help the building of common objectives of the Group and the participants for the betterment of business and profitability of the Group. According to the New Share Option Scheme, the grant of Options may be subject to conditions which may include a minimum period for which such Options must be held, performance target that must be achieved before such Options can be exercised and the Subscription Price to be paid when exercising such Options. With such conditions, together with the incentives that the Options will bring about, the Group will be able to ensure that the relevant grantee will perform services for the Group for a minimum period and will reach a specified level of standard in their performance, which the Board believes will serve the purposes of the New Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme is set out in the appendix to this circular.

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LETTER FROM THE BOARD

2. Valuation of Options

The Board considers that it is inappropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date prior to the approval of such scheme, given that the variables which are crucial for the calculation of the value of such Options cannot be determined. The variables which are critical for the determination of the value of such Options include the Subscription Price, whether or not Options will be granted under the New Share Option Scheme, the timing of the grant of such Options, the period during which the subscription rights may be exercised and any other condition that the Board may impose on the Options and whether or not such Options if granted will be exercised by the grantees. With a scheme life of 10 years, it is too premature to assess the number of Options that may be granted under the New Share Option Scheme. It is also difficult to ascertain with accuracy the Subscription Price given the volatility the price of the Shares may be subject to during the 10-year life span of the New Share Option Scheme. On these premises, the Board is of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the Board believes that any calculation of the value of the Options will not be meaningful and may be misleading to Shareholders in the circumstances.

3. Interest of Directors

None of the Directors is a trustee of the New Share Option Scheme nor does any of them have a direct or indirect interest in such a trustee, if any.

4. Conditions

The adoption of the New Share Option Scheme is conditional upon the following:

• 4.1 the passing of an ordinary resolution approving the adoption of the New Share Option Scheme at the SGM; and

• 4.2 the Listing Committee (as defined in the Listing Rules) of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares (such Shares representing 10% of the total issued Shares as at the date of the SGM) which may fall to be issued upon the exercise of the subscription rights attaching to the Options to be granted under the New Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares (such Shares representing 10% of the total issued Shares as at the date of the SGM) which may be issued pursuant to the exercise of subscription rights attaching to the Options to be granted under the New Share Option Scheme.

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LETTER FROM THE BOARD

If the condition set out in the above paragraph 4.2 is not satisfied on or before the date following 90 days after the New Share Option Scheme is approved by the Shareholders at the SGM, the New Share Option Scheme shall terminate immediately and any Option granted or agreed to be granted pursuant to the New Share Option Scheme shall be of no effect and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the New Share Option Scheme.

Assuming that the New Share Option Scheme has been approved at the SGM, the maximum number of Shares which may be allotted and issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company may represent up to 10% of the total issued Shares as at the date of approval of the New Share Option Scheme by the Shareholders at the SGM, which maximum number may however be refreshed as detailed in the appendix to this circular. As at the Latest Practicable Date, the issued share capital of the Company comprised 489,720,421 Shares, assuming that prior to the SGM, no Shares are issued or repurchased by the Company, the Scheme Mandate Limit will be 48,972,042 Shares, representing approximately 10% of the total issued Shares as at the date of approval of the New Share Option Scheme by the Shareholders at the SGM, and options to subscribe for up to 48,972,042 Shares may be granted under the New Share Option Scheme and any other share option scheme of the Company.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 22 August 2012 at 11:30 a.m. is set out on pages 22 and 23 of this circular. At the SGM, an ordinary resolution will be proposed to, among other things, approve the adoption of the New Share Option Scheme. As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the adoption of the New Share Option Scheme. As such, no Shareholder is required to abstain from voting at the SGM pursuant to the Listing Rules.

A form of proxy for the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting (as the case may be) if you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, the chairman of the SGM will demand a poll for the resolution to be proposed at the SGM. The results of the voting will be announced after the SGM.

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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 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 consider that the adoption of the New Share Option Scheme are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolution set out in the notice convening the SGM. A copy of the proposed New Share Option Scheme will be available for inspection during normal business hours at the head office and principal place of business of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong during the 14-day period immediately preceding the SGM and at the SGM itself.

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

Yours faithfully, For and on behalf of the Board Wong Kun To, Philip

Managing Director and Chief Executive Officer

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This appendix summarise the principal terms of the New Share Option Scheme but does not form part of, nor is it intended to be, part of any rules of the New Share Option Scheme, nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

1. Purpose of the New Share Option Scheme

• (a) The New Share Option Scheme is a share incentive scheme and is established to recognise, acknowledge and promote the contributions which the Eligible Participants have made or may make to the Group.

• (b) The New Share Option Scheme will provide to the Eligible Participants an opportunity to have a personal stake in the Company with a view to achieving the following objectives:

• (i) motivate the Eligible Participants to utilise their performance and efficiency for the benefit of the Group;

• (ii) attract and retain or otherwise maintain on-going relationship with the Eligible Participants whose contributions are or will be beneficial to the long-term growth of the Group; and

• (iii) provide long-term incentives to the Eligible Participants to achieve pre-determined strategic plan for the future growth of the Group.

2. Who may join

• (a) The Board may at its discretion make Offers inviting any person belonging to any of the following classes of persons to take up Options, subject to such conditions as the Board may think fit: any Employee, director, officer, consultant, customer, supplier, agent, partner or adviser of or contractor to the Group or any Invested Entity.

• (b) The eligibility of any of the above classes of persons to the grant of any Option shall be determined by the Board from time to time on the basis of his performance and contribution to the development and growth of the Group. The Company shall be entitled to cancel any Option granted to a grantee but not exercised if such grantee fails to meet the eligibility criteria determined by the Board.

• (c) Any person being an Eligible Participant must remain eligible during the period when any Option granted to him remains outstanding. If he ceases to be eligible by reason of any of the events set out in sub-paragraphs (a) and (b) of paragraph 13 below, then the provisions of such sub-paragraphs shall apply in respect of the exercise of any Option granted to him which remains outstanding. For the avoidance of doubt, unless otherwise determined by the Board, a grantee shall cease to be an Eligible Participant by reason of his retirement under sub-paragraph (a) of paragraph 13 below notwithstanding that he becomes or remains as an Eligible Participant in any category under sub-paragraph (a) of this paragraph 2 immediately after his retirement.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

3. Maximum number of Shares available for subscription under the New Share Option Scheme

(a) 10% Limit

Subject to the following paragraphs, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme by the Shareholders. Options lapsed in accordance with the terms of the New Share Option Scheme or any other share option scheme of the Company will not be counted for the purpose of calculating the Scheme Mandate Limit.

The Scheme Mandate Limit may be refreshed by the Shareholders in general meeting from time to time, provided that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 10% of the Shares in issue as at the date of approval of the refreshment by the Shareholders. All options previously granted under the New Share Option Scheme and any other share option scheme of the Company (including those outstanding, cancelled or lapsed in accordance with the New Share Option Scheme or any other share option scheme of the Company and exercised options) prior to the approval of such refreshment shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. The Company must issue a circular to the Shareholders containing such information in relation to any such proposed refreshment of the Scheme Mandate Limit as required by the Listing Rules.

The Board may seek separate approval of the Shareholders in general meeting to grant Options beyond the Scheme Mandate Limit or the refreshed limit referred to above, provided that the Options in excess of the Scheme Mandate Limit or the refreshed limit shall be granted only to the Eligible Participants specifically identified by the Company before such approval is sought. The Company must issue a circular to the Shareholders containing all information as required by the Listing Rules.

(b) 30% Limit

The overall limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme for the time being of the Company must not, in aggregate, exceed such number of Shares as equals 30% of the Shares in issue from time to time. No option may be granted under the New Share Option Scheme or any other share option scheme of the Company if it will result in the 30% limit being exceeded.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

4. Maximum entitlement for each grantee

The total number of Shares issued and to be issued upon exercise of all the Options granted to a grantee (including exercised and outstanding Options) in any 12-month period must not exceed 1% of the Shares in issue from time to time. If any further grant of Options to a grantee would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such grantee (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant exceeding 1% of the Shares in issue as at the date of the further grant, then the following conditions have to be satisfied:

• (a) the Shareholders must approve such grant separately at a general meeting, with such Eligible Participant and his associates abstaining from voting;

• (b) the Company must send a circular in relation to the proposal for the further grant to the Shareholders disclosing all information as required by the Listing Rules; and

• (c) the number and terms (including the Subscription Price) of the Options to be granted to such proposed grantee must be fixed before the approval by the Shareholders as mentioned in sub-paragraph (a) of this paragraph 4.

For the purpose of calculating the Subscription Price under paragraph 7 below in respect of the further Options proposed to be granted, the date of the Board meeting for proposing such grant of further Options shall be taken as the Offer Date.

5. Performance target

The New Share Option Scheme allows the Board, when offering an Option, to impose any condition including any performance target which must be achieved before the Option shall vest and become exercisable. Such conditions are not currently set out in the New Share Option Scheme.

6. Minimum period for which an Option must be held

The New Share Option Scheme allows the Board, when offering an Option, to impose any minimum period for which the Option must be held. Such minimum period is not currently set out in the New Share Option Scheme.

7. Subscription Price

The Subscription Price in respect of any Option shall be determined by the Board but shall be at least the highest of: (a) the closing price of a Share as shown in the daily quotations sheet of the Stock Exchange on the Offer Date (and if such Offer Date is not a Business Day, the Business Day immediately preceding such Offer Date); (b) the average closing price of the Shares as shown in the daily quotations sheets of the Stock Exchange for the five Business Days immediately preceding the Offer Date; and (c) the nominal value of a Share.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

8. Amount payable upon acceptance of Option

HK$1.00 is payable by each Eligible Participant to the Company on acceptance of an offer of an Option, which shall be paid within 28 days from the Offer Date.

9. Term of the New Share Option Scheme

10 years from the date on which the New Share Option Scheme is conditionally adopted by an ordinary resolution passed by the Shareholders at the SGM.

10. Rights personal to the Option holder

An Option shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. For the avoidance of doubt, nothing in this paragraph shall apply to or restrict the allotment of Shares on the exercise of any Option by a grantee to his nominee or to any corporation beneficially 100%-owned by such grantee at the relevant time as may be directed by such grantee at his absolute discretion, on the basis that the Shares so allotted will be transferred back to such grantee once the nominee or the corporation ceased to be a nominee of, or beneficially 100%-owned by (as the case may be), such grantee. Any breach of the foregoing by a grantee shall entitle the Company to cancel any outstanding Option or part thereof granted to such grantee.

11. Time of exercise of Option

An Option shall be exercisable at any time during such period(s) to be notified by the Board to each grantee, provided that no Option shall be exercisable later than 10 years from the Offer Date.

12. Grant of Option to director, chief executive or substantial shareholder

• (a) Any grant of an Option to a Director, chief executive or substantial shareholder of the Company or any of their respective associates under the New Share Option Scheme must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of such Option).

• (b) Where an Option is proposed to be granted to a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, and where the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person under the New Share Option Scheme (including Options exercised, cancelled and outstanding) in the 12-month period up to and including the Offer Date in respect of such proposed grant:

• (i) represent in aggregate over 0.1% of the Shares in issue as at such Offer Date, and

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (ii) have an aggregate value in excess of HK$5,000,000, based on the closing price of the Shares at such Offer Date,

then the proposed grant must be subject to the approval by the Shareholders at a general meeting. The connected persons involved and all other connected persons of the Company must abstain from voting at such general meeting (except where any connected person intends to vote against the proposed grant and where his intention to do so has been stated in the circular to be issued by the Company to the Shareholders pursuant to the requirements of the Listing Rules).

13. Rights on grantee ceasing to be Eligible Participant

• (a) In the event of the grantee (being an Employee) ceasing to be an Eligible Participant by reason of his retirement under the normal retirement age then prevailing in the Group or the relevant Invested Entity, or as amended on a generic or case by case basis (not being early retirement or retirement by rotation pursuant to the constitutional documents of the relevant member of the Group or the Invested Entity, as the case may be), or his death before exercising his Option in full, such Option Period shall be deemed to expire 12 months from the date of such grantee’s retirement or death and, if none of the events for termination under sub-paragraph (d) of paragraph 18 below exists with respect to such grantee at the time of his retirement or death, he or his personal representative may exercise such Option (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested which may then vest and become immediately exercisable subject to the terms of the Offer) in whole or in part in accordance with the provisions of the New Share Option Scheme within such period of 12 months, provided that where any of the events set out in paragraphs 14 and 15 below occurs prior to his retirement or death or within such period of 12 months from the date of his retirement or death, then he or his personal representative may so exercise the Option within such of the various periods respectively set out in such paragraphs, and any Option not so vested and exercised shall, unless otherwise determined by the Board, lapse and determine at the expiry of such 12 months or any applicable shorter period set out in paragraphs 14 or 15 below.

• (b) In the event of:

• (i) the grantee in sub-paragraph (a) of paragraph 2 above ceasing to be an Eligible Participant by reason of his employing or engaging company (in the case of the grantee being an Employee or a director, officer, consultant, adviser or contractor) or the company/partnership for which he serves (in the case of the grantee being a customer, supplier, agent or partner) ceasing to be a member of the Group or an Invested Entity; or

• (ii) the termination of employment of the grantee (being an Employee) by reason of resignation or otherwise, whether on notice in accordance with the provisions of his contract of employment or with or without payment in lieu of such notice; or

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (iii) the termination of engagement or appointment of the grantee (being a director, officer, consultant, adviser, contractor, agent, customer or supplier) by reason of expiration or termination of his contract of engagement or appointment (as the case may be) or cessation of directorship (which includes a retirement by rotation pursuant to the constitutional documents of the relevant member of the Group or Invested Entity, as the case may be, provided that such grantee shall not cease to be an Eligible Participant if he is re-elected at the same general meeting at which he retires by rotation), whether in accordance with its terms or by agreement between the parties thereto or otherwise; or

• (iv) the resignation of the grantee (being a partner) from the partnership; or

• (v) the grantee ceasing to be an Eligible Participant for any reason other than as described in sub-paragraphs (a), (b)(i) to (iv) or (c) of this paragraph 13,

then, subject to sub-paragraph (c) of this paragraph 13, the Options (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested) shall lapse and determine on the date of the cessation, termination or resignation, provided that the Board may within one month from the date of such cessation, termination or resignation otherwise determine that the Options shall be exercisable within such period not exceeding 12 months from the date of cessation, termination or resignation as the Board may determine.

• (c) If a grantee ceases to be an Eligible Participant as a result of one or more of the events specified in sub-paragraph (d) of paragraph 18 below at a time when such grantee has exercised his Option in whole or in part, but Shares have not been allotted to him, such grantee shall be deemed not to have so exercised such Option and the Company shall return to the grantee the amount of the Subscription Price for the Shares in respect of the purported exercise of such Option.

14. Effect of general offer, compromise or arrangement

• (a) If a general offer (other than by way of a scheme of arrangement) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, any grantee (or his personal representative) shall be entitled to exercise his Option (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested which may then vest and become immediately exercisable subject to the terms of the Offer) at any time after the date on which the offer becomes or is declared unconditional and up to the date of close of such offer (or, as the case may be, the revised offer) but in any case no later than the expiration of the Option Period, or at any time within such period as shall be specified by the Company.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) If a compromise or arrangement between the Company and the Shareholders or creditors is proposed for the purposes of or in connection with the amalgamation of the Company with any other company or companies (including a takeover by way of a scheme of arrangement), the Company shall give notice to all grantees on the same date as it despatches the notice which is sent to the Shareholders or creditors of the Company summoning the meeting to consider such a compromise, arrangement or scheme, and thereupon any grantee (or his personal representative) may, until the expiry of the period commencing from such date and ending on the earlier of the date two (2) calendar months thereafter or the date on which such compromise, arrangement or scheme is sanctioned by the court (but in any case no later than the expiration of the Option Period), or at any time within such period as shall be specified by the Company, exercise his Option (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested which may then vest and become immediately exercisable subject to the terms of the Offer), but the exercise of such Option shall be conditional upon such compromise, arrangement or scheme being sanctioned by the court and becoming effective. Upon such compromise, arrangement or scheme becoming effective, all Options not so vested and exercised shall lapse. The Company may thereafter require the grantee to transfer or otherwise deal with the Shares issued as a result of the exercise of his Option in these circumstances so as to place the grantee in the same position, as nearly as possible, as would have been the case had such Shares been subject to such compromise, arrangement or scheme. Each grantee must transfer or otherwise deal with the Shares in accordance with the request of the Company.

15. Effect of voluntary winding up

In the event of an effective resolution being passed for a members’ voluntary winding-up of the Company, any grantee (or his personal representative) may by notice in writing to the Company within 21 days after the date of such resolution elect to be treated as if his Option (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested which may then vest and become immediately exercisable subject to the terms of the Offer) had been exercised immediately before the passing of such resolution either to its full extent or to the extent specified in such notice and shall accordingly be entitled to receive out of the assets available in the liquidation pari passu with the Shareholders such sum as would have been received in respect of the Shares the subject of such election reduced by an amount equal to the Subscription Price which would otherwise have been payable in respect thereof.

16. Ranking of Shares

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-laws of the Company for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date of allotment of the Shares or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members (the “Allotment Date”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Allotment Date other

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Allotment Date. A Share allotted and issued upon the exercise of an Option shall not carry any voting right until the name of the grantee has been duly entered onto the register of members of the Company as the holder thereof.

17. Effect of reorganisation of capital structure

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable or the New Share Option Scheme remains in effect, and such event arises from a capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction of share capital of the Company, then, in any such case (other than in the case of capitalisation issue), the Board shall instruct the Auditor or an independent financial adviser to certify in writing:

• (a) the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular grantee, to:

• (i) the number or nominal amount of Shares to which the New Share Option Scheme or any Option(s) relates (insofar as it is/they are unexercised); and/or

• (ii) the Subscription Price; and/or

• (iii) the maximum number of Shares referred to in paragraph 3 above,

and an adjustment as so certified by the Auditor or the independent financial adviser shall be made, provided that:

• (aa) any such adjustment shall be made on the basis that the proportion of the issued share capital of the Company for which any grantee would have been entitled had he exercised all the Options held by him in full immediately after such adjustment shall remain as nearly as possible but shall not be higher than the proportion of the issued share capital of the Company for which he would have been entitled had he exercised all the Options held by him in full immediately before such adjustment;

• (bb) any such adjustment shall be made on the basis that the aggregate Subscription Price payable by a grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event;

• (cc) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (dd) the issue of Shares as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (ee) any such adjustment shall be made in compliance with Chapter 17 of the Listing Rules and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time; and

• (b) the adjustment (other than an adjustment made in the event of a capitalisation issue) so made satisfies the requirements set out in sub-paragraphs (aa) to (ee) of this paragraph 17.

18. Lapse of Option

An Option (to the extent not already exercised, whether or not they are already exercisable, and covering any Option that has not yet vested subject to the terms of the Offer) shall lapse automatically and not be exercisable on the earliest of:

• (a) subject to the terms of the New Share Option Scheme, the expiry of the Option Period in respect of such Option;

• (b) the expiry of any of the periods referred to in paragraph 13(a), 13(b), 14(a) or 15 above in respect of the grantee of such Option;

• (c) the date on which the compromise, arrangement or scheme referred to in paragraph 14(b) above becomes effective;

• (d) the date on which the grantee of such Option ceases to be an Eligible Participant by reason of:

• (i) in the case of the grantee being an Employee of any member of the Group or an Invested Entity, a termination of his employment on the grounds that:

  • (aa) he has been guilty of persistent or serious misconduct; or

  • (bb) he has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally; or

  • (cc) he has breached any terms of the contract of employment; or

  • (dd) he has been convicted of any criminal offence involving his integrity or honesty; or

• (ii) in the case of the grantee being a director, officer, consultant, customer, supplier, agent or adviser of or contractor to the Group or an Invested Entity, the termination of his contract of engagement or appointment due to the default or a breach of such contract by the grantee; or

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (iii) in the event of the grantee being a partner of the Group or an Invested Entity, the cessation of the grantee as such a partner as a result of his default or breach of the partnership agreement or arrangement;

for such purpose, a resolution of the Board to the effect that any of the events in this sub-paragraph (d) has occurred shall be conclusive;

• (e) subject to paragraph 15 above, the date of commencement of the winding up of the Company;

• (f) the date on which the grantee of such Option sells, transfers, charges, mortgages, encumbrances or creates any interest in favour of any other party, over or in relation to such Option or any other Option in breach of the rules of the New Share Option Scheme;

• (g) the date on which any of the following events, unless otherwise waived by the Board, happens:

• (i) any liquidator, provisional liquidator, receiver or any person carrying out any similar function has been appointed anywhere in the world in respect of the whole or any part of the assets or undertaking of the grantee (being a corporation) of such Option;

• (ii) the grantee (being a corporation) of such Option has ceased or suspended payment of its debts, become unable to pay its debts (within the meaning of Section 178 of the Companies Ordinance or any similar laws or regulations) or otherwise become insolvent;

• (iii) there is an unsatisfied judgment, order or award outstanding against the grantee of such Option;

• (iv) there are circumstances which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in sub-paragraphs g(i), g(ii) and g(iii) of this paragraph 18 in respect of the grantee of such Option;

• (v) a bankruptcy order has been made against any director of the grantee (being a corporation) of such Option in any jurisdiction; or

• (vi) a petition for bankruptcy has been presented against any director of the grantee (being a corporation) of such Option in any jurisdiction;

• (h) the date on which the grantee commits a breach of any condition, restriction or limitation attached to the grant of any Option, if the Board shall exercise the Company’s right to cancel such Option; or

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (i) the date on which the Board considers that the grantee fails to meet any eligibility criteria determined by the Board, if the Board shall exercise the Company’s right to cancel such Option.

19. Restriction on the time of grant of Option

Subject to the requirements of the Listing Rules as may be amended from time to time, no offer of the grant of any Option shall be made by the Board in the following circumstances:

• (a) after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been announced pursuant to the requirements of the Listing Rules;

• (b) during the period commencing one month immediately preceding the earlier of:

• (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules);

and ending on the date of the results announcement, and where a grant of an Option is to a Director or to any Eligible Participant who, because of his office or employment in the Company or any of its subsidiaries, is likely to be in possession of unpublished price-sensitive information in relation to the Shares, no Option may be granted on any day on which the financial results of the Company are published and during the period of:-

• (iii) 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and

• (iv) 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

20. Alteration of the New Share Option Scheme

• (a) Save as provided in this paragraph 20, the Board may alter any of the terms of the New Share Option Scheme and the terms of the Options granted at any time.

• (b) The provisions of the New Share Option Scheme relating to matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of any grantee or prospective grantee except with the prior approval of the Shareholders in general meeting.

• (c) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any changes to the terms of the Options granted must be approved by the Shareholders in general meeting, except where the alterations or changes take effect automatically under the terms of the New Share Option Scheme. The Board’s determination as to whether any proposed alteration or change to the terms and conditions of the New Share Option Scheme is material shall be conclusive.

• (d) The amended terms of the New Share Option Scheme or the Options shall continue to comply with the relevant requirements of the Listing Rules.

• (e) Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in a general meeting.

• (f) Where there is any proposed change to the terms of any Option granted to an Eligible Participant who is a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, then the proposed change must be subject to the approval of the Shareholders at a general meeting and to any other requirements of the Listing Rules. The connected person involved in such proposed change and all other connected persons of the Company must abstain from voting at such general meeting (except where any connected person intends to vote against the proposed change, provided that his intention to do so has been stated in the circular to be issued by the Company to the Shareholders pursuant to the requirements of the Listing Rules).

21. Termination

• (a) The Company may, by an ordinary resolution of the Shareholders at a general meeting or a resolution of the Board, at any time terminate the operation of the New Share Option Scheme before the end of its life and in such event no further Option will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Option granted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme and any Option granted but not yet exercised prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) Notwithstanding anything contained in the New Share Option Scheme, the Board or the Shareholders (by an ordinary resolution) shall have the right, at any time and from time to time, by notice to a grantee forthwith to cancel, whether conditionally or unconditionally, any Option granted to the grantee but not exercised. For the avoidance of doubt, new Options may be issued to an Option holder in place of his cancelled Options only if there are available unissued Options (excluding cancelled Options) within the Scheme Mandate Limit. The Board may also, in its absolute discretion, determine that against cancellation of all or any part of the outstanding Options held by a grantee, a sum shall be paid to the grantee which sum shall be equal to the excess (if any) of the price of the Shares comprised in the outstanding Options or the relevant part thereof calculated at the average of the closing prices of the Shares on the Stock Exchange according to the daily quotations published by the Stock Exchange during the five Business Days immediately preceding the date of the cancellation notice over the aggregate Subscription Price comprised in the outstanding Options or the relevant part thereof.

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NOTICE OF SPECIAL GENERAL MEETING

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瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

NOTICE IS HEREBY GIVEN that a special general meeting of SOCAM Development Limited (the “Company”) will be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 22 August 2012 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares of HK$1.00 each in the capital of the Company (the “Shares”) (which Shares represent 10% of the total issued Shares as at the date of the approval of the New Share Option Scheme (as defined below)) which may fall to be issued upon the exercise of the subscription rights attaching to the options to be granted under the new share option scheme to be adopted by the Company (the “New Share Option Scheme”), a copy of which is marked “A” and produced to the meeting and for the purpose of identification signed by the chairman of the meeting, the New Share Option Scheme be and is hereby approved and adopted to be the share option scheme of the Company with effect from the conclusion of the meeting and the directors of the Company be hereby authorised to do all such acts and enter into all such transactions and arrangements as may be necessary or expedient as they think fit from time to time in order to give effect to the New Share Option Scheme.”

By Order of the Board Ng Lai Tan, Melanie Company Secretary

Hong Kong, 3 August 2012

* For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member 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 thereof, must be lodged with the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a member from attending and voting in person at the meeting or any adjourned meeting thereof (as the case may be), should he so wish.

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