Long Investment Corp — Proxy Solicitation & Information Statement 2013

Apr 26, 2013

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.

==> picture [67 x 66] intentionally omitted <==

==> picture [125 x 44] intentionally omitted <==

瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED AMENDMENTS TO BYE-LAWS

A notice convening the annual general meeting of SOCAM Development Limited to be held at Forum Room I (Basement 2), Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 30 May 2013 at 4:00 p.m. is set out on pages 14 to 19 of this circular. Whether or not you are able to attend the meeting, 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 less 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 meeting and any adjourned meeting (as the case may be) should you so wish.

29 April 2013

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to repurchase shares and to issue shares . . . . . . . . . . . . . . . . . . .	4
Proposed amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — EXPLANATORY STATEMENT FOR GENERAL MANDATE
TO REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “AGM”

  • the annual general meeting of the Company convened to be held on Thursday, 30 May 2013 at 4:00 p.m., the notice of which is set out on pages 14 to 19 of this circular;

• “associates”,

• “connected persons”

• each has the meaning ascribed to it under the Listing Rules;

• “Board” the board of Directors;

• “Bye-laws”

• the Bye-laws of the Company, as amended, modified or supplemented from time to time;

• “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);

• “Directors” the directors of the Company;

• “Group” the Company and its subsidiaries;

• “Hong Kong”

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

• “Latest Practicable Date” 24 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Repurchase Mandate”

• a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to the amount of not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the relevant resolution;

• “SFO”

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

– 1 –

DEFINITIONS

“Share(s)” the ordinary share(s) of nominal value of HK$1.00 each in the capital of the Company; “Shareholder(s)” holder(s) of the Shares;

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

• “Takeovers Code” the Code on Takeovers and Mergers of Hong Kong;

“HK$” Hong Kong dollars, the lawful currency of Hong Kong; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [67 x 66] intentionally omitted <==

==> picture [125 x 44] intentionally omitted <==

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

29 April 2013

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED AMENDMENTS TO BYE-LAWS

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to approve, inter alia, (i) the re-election of Directors; (ii) the grant of the general mandates to repurchase Shares and to issue Shares; and (iii) the amendments to the Bye-laws.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

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

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 87(1) of the Bye-laws, Mr. Choi Yuk Keung, Lawrence, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses shall retire by rotation and, being eligible, will offer themselves for re-election at the AGM. Pursuant to Rule 13.74 of the Listing Rules, the details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

At the annual general meeting of the Company held on 18 May 2012, ordinary resolutions were passed granting general mandates to the Directors (i) to repurchase Shares on the Stock Exchange up to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the resolution; and (ii) to allot, issue and otherwise deal with Shares up to a limit of (a) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the resolution, plus (b) the nominal amount of any Shares repurchased by the Company.

These general mandates will expire at the conclusion of the AGM. Ordinary resolutions will be proposed to renew these mandates. Subject to the passing of the relevant ordinary resolutions at the AGM, the proposed general mandates will continue in force for the period from the passing of such resolutions until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders at a general meeting of the Company.

However, the Directors do not at present have any intention to exercise the power to repurchase or issue Shares pursuant to the relevant proposed mandates.

At the Latest Practicable Date, the number of Shares in issue was 492,900,300 Shares. Subject to the passing of the resolution granting the Directors the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the passing of such resolution, the exercise in full of the Repurchase Mandate would result in the repurchase of up to a maximum of 49,290,030 Shares.

The explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular.

– 4 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Company proposes to put forward to the Shareholders for approval at the AGM a special resolution to amend the Bye-laws so as to bring them in line with certain amendments made to the Companies Act 1981 of Bermuda and to provide flexibility to the Company in administration. In summary, the proposed major amendments are as follows:

• (a) subject to compliance with the Listing Rules and the rules of any other relevant regulatory authority, to allow the Company to give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any Shares;

• (b) to allow the Shareholders to transfer Shares in any manner permitted by and in accordance with the Listing Rules other than by an instrument of transfer;

• (c) to dispense with the publication of a notice of closure of the register of members of the Company for suspension of registration of share transfers in an appointed newspaper in Bermuda;

• (d) to remove the requirement for appointment of a president and vice president or deputy chairman;

• (e) to amend the applicable solvency test, allowing the Company to declare dividends or distributions if the realisable value of the Company’s assets would not thereby become less than its liabilities, instead of less than the aggregate of its liabilities and its issued share capital and share premium accounts;

• (f) to remove from the capitalisation provisions the reference to Section 40(2A) of the Companies Act 1981 of Bermuda which has been repealed by Bermuda law; and

• (g) subject to applicable laws, to allow an electronic transmission message purporting to come from a Shareholder or Director to be deemed as a document or instrument in writing signed by such Shareholder or Director.

Details of the proposed amendments to the Bye-laws are set out in the notice of AGM contained in this circular.

The Company’s legal advisers, Mayer Brown JSM and Conyers Dill & Pearman, have confirmed that the proposed amendments to the Bye-laws comply with the requirements of the Listing Rules and the applicable laws of Bermuda respectively. The Company also confirms that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

– 5 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Forum Room I (Basement 2), Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 30 May 2013 at 4:00 p.m. is set out on pages 14 to 19 of this circular. At the AGM, ordinary resolutions will be proposed to approve the re-election of Directors and the renewal of the general mandates to repurchase Shares and to issue Shares whereas a special resolution will be proposed to approve the amendments to the Bye-laws.

A form of proxy for the AGM is enclosed. Whether or not you are able to attend the AGM, 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 AGM and any adjourned meeting (as the case may be) should you so wish.

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

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors believe that the proposed resolutions are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of such resolutions at the AGM.

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

Yours faithfully, On behalf of the Board Lo Hong Sui, Vincent Chairman

– 6 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The details of the Directors proposed to be re-elected at the AGM are set out below.

Mr. Choi Yuk Keung, Lawrence (“Mr. Choi”)

Mr. Choi, aged 59, has been the vice chairman of the Company since July 2004 and was the managing director of the Company from 1997 to 2004. He is also the chairman of the Investment Committee and the Executive Committee of the Company and a director of various subsidiaries of the Company. He has been an executive director of the Shui On Group since 1990. He was appointed managing director of the Shui On Group’s Construction Division in 1991 and of the Construction Materials Division in 1995. He was also a director of Shui On Land Limited from May 2004 to May 2006. Mr. Choi is a member of the Standing Committee of the Ninth, the Tenth and the Eleventh Guizhou Provincial Committee of the Chinese People’s Political Consultative Conference. He joined the Shui On Group in 1973 and has over 35 years of experience in construction. He holds a Bachelor of Science degree in Engineering from the University of California, Berkeley.

Mr. Choi has not held any directorship in any other listed companies in the past three years.

At the Latest Practicable Date, Mr. Choi was beneficially interested in 540,000 Shares, representing approximately 0.10% of the issued share capital of the Company. He also had the following interests in the share options granted by the Company:

	Subscription
	price	Period during which options	Number of Shares
Date of grant	per Share	outstanding are exercisable	subject to the options
	HK$
7 May 2008	19.76	7 November 2008 to 6 May 2013	250,000_(Note 1)_
9 April 2009	7.63	9 October 2009 to 8 April 2014	250,000_(Note 1)_
9 April 2009	7.63	9 April 2012 to 8 April 2019	380,000
12 April 2010	12.22	12 October 2010 to 11 April 2015	250,000_(Note 1)_
12 April 2010	12.22	12 April 2013 to 11 April 2020	700,000
23 June 2011	10.90	23 December 2011 to 22 June 2016	250,000_(Note 1)_
28 July 2011	10.00	1 May 2015 to 27 July 2021	6,500,000_(Note 2)_

Notes:

• (1) These share options are subject to the vesting schedules as set out in the respective offer letters.

(2) These share options shall vest in whole or in part subject to the satisfaction of certain performance conditions as set out in the relevant offer letters.

– 7 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed herein and except for the relationship arising from his position as a Director, Mr. Choi does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Choi was not appointed for a specific term and is subject to retirement by rotation at annual general meetings of the Company in accordance with the Bye-laws. There is an employment contract signed between the Company and Mr. Choi, which is determinable by the Company giving three months’ notice without payment of compensation other than statutory compensation. His remuneration package is determined by the Remuneration Committee, based on his performance, qualifications and responsibilities. Pursuant to his employment contract with the Company, he is entitled to annual salaries and allowances of HK$3,984,000 with effect from 1 January 2013. He is also eligible for a performance related bonus subject to the approval of the Remuneration Committee. In addition, he is entitled to receive a Director’s fee of HK$10,000 per annum. Total emoluments (including Director’s fee, salary, bonus and other benefits as well as the value of share options granted) of Mr. Choi for the year ended 31 December 2012 have been set out in the Remuneration Committee Report as contained in the 2012 Annual Report of the Company.

Save as disclosed herein, there is no matter that needs to be brought to the attention of the Shareholders, nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Chan Kay Cheung (“Mr. Chan”)

Mr. Chan, aged 66, has been an independent non-executive Director since January 2010. He is also the chairman of the Audit Committee and a member of the Nomination Committee, the Finance Committee and the Investment Committee of the Company. Mr. Chan is a senior adviser of The Bank of East Asia, Limited (“BEA”), the vice chairman of The Bank of East Asia (China) Limited and the chairman of Shaanxi Fuping BEA Rural Bank Corporation. He possesses extensive knowledge and experience in the banking industry. Mr. Chan joined BEA in 1965 and was appointed as an executive director and deputy chief executive of BEA in 1996 and 1997 respectively. He retired from BEA in May 2007 after serving it for over 41 years. Mr. Chan is a Fellow of The Hong Kong Institute of Bankers, a member of the Process Review Committee for the oversight of Hong Kong Monetary Authority, a member of The Clearing and Settlement Systems Appeals Tribunal, a member of the Committee of Overseers of Lee Woo Sing College of The Chinese University of Hong Kong, a member of The China UnionPay International Advisory Group and an international senior economic consultant of The People’s Government of Shaanxi Province. Mr. Chan is an independent non-executive director of China Electronics Corporation Holdings Company Limited, Chu Kong Shipping Enterprises (Group) Company Limited, Dah Chong Hong Holdings Limited and Hong Kong Food Investment Holdings Limited, all of which are listed on the Stock Exchange.

Save as disclosed above, Mr. Chan has not held any directorship in any other listed companies in the past three years.

– 8 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Chan does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein and except for the relationship arising from his position as a Director, Mr. Chan does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Chan entered into a service contract for his appointment as an independent non-executive Director with the Company for a term of three years commencing from 1 January 2013, subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. His emoluments are determined by the Board, based on his qualifications and contributions to the Board. Pursuant to the terms of his service contract, he is currently entitled to receive an aggregate annual fee of HK$560,000 for his membership in the Board and its committees, subject to annual review by the Board.

Save as disclosed herein, there is no matter that needs to be brought to the attention of the Shareholders, nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Tsang Kwok Tai, Moses (“Mr. Tsang”)

Mr. Tsang, aged 64, has been an independent non-executive Director since January 2010. He is also the chairman of the Remuneration Committee and a member of the Nomination Committee and the Finance Committee of the Company. Mr. Tsang is the executive chairman of AP Capital Holdings Inc. and the chairman and chief executive officer of EC Investment Services Limited. Prior to joining AP Capital Holdings Inc., he was a general partner of Goldman Sachs Group where he led the establishment of the Fixed Income Group in Tokyo and headed the Debt Syndicate Group in London. He was the chairman of Goldman Sachs (Asia) L.L.C. between 1989 and 1994 and the chairman and managing partner of Ajia Partners Inc. from 2003 to 2010. He was also a non-executive director of North Asia Strategic Holdings Limited, which is listed on the Stock Exchange, from November 2009 to October 2010. Mr. Tsang is currently an independent non-executive director of Fubon Bank (Hong Kong) Limited, which was delisted from the Stock Exchange in June 2011. He serves as co-chair of the Asia Pacific Council and is a member of the board of directors of The Nature Conservancy. He is also a trustee of The Hong Kong Centre for Economic Research of The University of Hong Kong and a member of the Brown University Advisory Council in Asia.

Save as disclosed above, Mr. Tsang has not held any directorship in any other listed companies in the past three years.

Mr. Tsang does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein and except for the relationship arising from his position as a Director, Mr. Tsang does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

– 9 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Tsang entered into a service contract for his appointment as an independent non-executive Director with the Company for a term of three years commencing from 1 January 2013, subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. His emoluments are determined by the Board, based on his qualifications and contributions to the Board. Pursuant to the terms of his service contract, he is currently entitled to receive an aggregate annual fee of HK$410,000 for his membership in the Board and its committees, subject to annual review by the Board.

Save as disclosed herein, there is no matter that needs to be brought to the attention of the Shareholders, nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

– 10 –

EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SHARES

APPENDIX II

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Repurchase Mandate.

REPURCHASE MANDATE

It is proposed that the Repurchase Mandate will authorise the repurchase of up to 10% of the Shares in issue at the date of passing the resolution to approve the Repurchase Mandate.

At the Latest Practicable Date, the number of Shares in issue was 492,900,300 Shares. Subject to the passing of the resolution granting the Directors the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the passing of such resolution, the exercise in full of the Repurchase Mandate would result in the repurchase of up to a maximum of 49,290,030 Shares.

REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws, the Listing Rules and the applicable laws of Bermuda.

IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

There might be an adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited financial statements contained in the Annual Report for the year ended 31 December 2012, in the event that the Repurchase Mandate was exercised in full at any time during the Repurchase Mandate period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent that would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels that, in the opinion of the Directors, are from time to time appropriate for the Company.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate only in accordance with the Listing Rules and the applicable laws of Bermuda.

– 11 –

EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SHARES

APPENDIX II

TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers to repurchase Shares, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or 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 Rule 26 of the Takeovers Code.

At the Latest Practicable Date, Shui On Company Limited (“SOCL”), a company controlled by Mr. Lo Hong Sui, Vincent, the Chairman of the Company, and the parties acting in concert with it were interested in 240,247,300 Shares, representing approximately 48.74% of the issued share capital of the Company. Assuming the shareholdings of SOCL and the parties acting in concert with it remain unchanged, full exercise by the Company of the Repurchase Mandate will result in an increase in the aggregate interest of SOCL and the parties acting in concert with it to approximately 54.15% of the issued share capital of the Company, thus giving rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate that will result in such takeover obligation.

DISCLOSURE OF INTERESTS

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

No connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase has been made by the Company of the Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

– 12 –

EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SHARES

APPENDIX II

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:

	**Share **	Prices
Month	Highest	Lowest
	HK$	HK$
2012
April	8.51	8.14
May	8.58	7.58
June	7.80	7.35
July	7.72	7.38
August	7.60	7.03
September	7.50	6.97
October	8.12	7.30
November	8.28	8.00
December	8.93	8.12
2013
January	9.39	8.84
February	9.55	8.95
March	9.55	9.06
April (up to the Latest Practicable Date)	11.44	9.37

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [67 x 66] intentionally omitted <==

==> picture [125 x 44] intentionally omitted <==

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 the annual general meeting of SOCAM Development Limited (the “Company”) will be held at Forum Room I (Basement 2), Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 30 May 2013 at 4:00 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2012.

2. To declare a final dividend.

3. (a) To re-elect Mr. Choi Yuk Keung, Lawrence as Director;

4. (b) To re-elect Mr. Chan Kay Cheung as Director;

5. (c) To re-elect Mr. Tsang Kwok Tai, Moses as Director; and

6. (d) To authorise the Board of Directors to fix the Directors’ remuneration.

7. To re-appoint Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix its remuneration.

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

ORDINARY RESOLUTIONS

• (A) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares with a nominal value of HK$1.00 each in the capital of the Company

* For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

and to make or grant offers, agreements or options (including bonds, warrants and debentures convertible into shares of the Company) which will or may require the exercise of such powers either during or after the Relevant Period be generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of shares or rights to acquire shares of the Company; (iii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or (iv) any scrip dividend scheme or similar arrangement pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of this resolution, and the said approval 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 law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by ordinary resolution of the shareholders at a general meeting of the Company.

“Rights Issue” means an offer of shares, or offer or issue of warrants, options or other securities giving the right to subscribe for shares of the Company open for a period fixed by the Directors of the Company to holders of shares on the Company’s register of members on a fixed record date in proportion to their then holdings of shares in the Company (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

(B) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares with a nominal value of HK$1.00 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time be generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this resolution and the said approval 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 law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by ordinary resolution of the shareholders at a general meeting of the Company.”

• (C) “ THAT the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares of the Company pursuant to ordinary resolution no. 5(A) set out in the notice convening this meeting be extended by the addition thereto 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 ordinary resolution no. 5(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this resolution.”

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

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

SPECIAL RESOLUTION

“ THAT the Bye-laws of the Company be amended as follows:

• (a) by adding the words “as amended, modified or supplemented from time to time” after the words “the Companies Act 1981 of Bermuda” in the definition of “Act” in Bye-law 1;

• (b) by deleting Bye-law 3(3) in its entirety and replacing therewith the following new Bye-law 3(3):

• “3(3). Subject to compliance with the rules of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.”;

• (c) by replacing the words “Subject to these Bye-laws, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in any other form approved by the Board” at the beginning of Bye-law 46 with the words “Subject to these Bye-laws, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in any other form approved by the Board”;

• (d) by deleting the words “by advertisement in an appointed newspaper and where applicable, any other newspapers” in Bye-law 51;

• (e) by replacing the first two sentences of Bye-law 63 with the following new sentences:

• “The chairman or, in his absence, the vice chairman (if one is appointed) of the Board shall preside as chairman at every general meeting. If at any meeting the chairman or the vice chairman, as the case may be, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or if neither of them (where a vice chairman is appointed) is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act.”;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (f) by inserting the following new Bye-law 86(7) immediately after Bye-law 86(6):

• “86(7). The Board shall appoint a Director to be chairman, and may appoint a Director to be vice chairman, and shall have power to determine the period for which the chairman or, as the case may be, the vice chairman is to hold office. The chairman or, in his absence, the vice chairman (if one is appointed) shall preside at meetings of the Board, but if at any meeting the chairman or the vice chairman, as the case may be, is not present within five (5) minutes after the time appointed for holding the meeting, the Directors present shall choose one of their number to be chairman of such meeting.”;

• (g) by replacing the words “president or chairman, as the case may be,” with the words “chairman of the Board” in Bye-law 115;

• (h) by deleting Bye-law 118 in its entirety and replacing therewith the words “[intentionally deleted]”;

• (i) by deleting the words “a president and vice-president or chairman and deputy chairman,” in Bye-law 127(1);

• (j) by deleting Bye-law 127(2) in its entirety and replacing therewith the words “[intentionally deleted]”;

• (k) by deleting Bye-law 129 in its entirety and replacing therewith the words “[intentionally deleted]”;

• (l) by deleting Bye-law 138 in its entirety and replacing therewith the following new Bye-law 138:

• “138. Unless otherwise provided in the Act, no dividend shall be paid and no distribution shall be made out of the contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.”;

• (m) by deleting the words “and subject to Section 40(2A) of the Act” in Bye-law 148; and

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

• (n) by replacing the words “For the purposes of these Bye-laws, a cable or telex or facsimile transmission” at the beginning of Bye-law 163 with the words “For the purposes of these Bye-laws and subject to all applicable laws, a cable or telex or facsimile or electronic transmission”.”

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

Hong Kong, 29 April 2013

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 holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting (as the case may be) should you so wish.

• (3) The Board of Directors has recommended a final dividend of HK$0.50 per share for the year ended 31 December 2012. Subject to the passing of the resolution no. 2, the final dividend will be paid on 26 July 2013 to shareholders whose names appear on the register of members of the Company on 28 June 2013.

• (4) For ascertaining the shareholders’ entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 28 May 2013 to Thursday, 30 May 2013, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the meeting, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Monday, 27 May 2013.

For ascertaining the shareholders’ entitlement to the proposed final dividend for the year ended 31 December 2012, the register of members of the Company will be closed from Monday, 24 June 2013 to Friday, 28 June 2013, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 21 June 2013.

• (5) All the above resolutions will be put to vote at the meeting by way of poll.

– 19 –