Min Xin Holdings Limited - Proxy Solicitation & Information Statement 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Investments Holdings Limited , you should at once hand this circular, the 2012 annual report and proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**

(Incorporated in Bermuda with limited liability)

(Stock code: 132)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of CHINA INVESTMENTS HOLDINGS LIMITED to be held at the Luxembourg Room II, 3rd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 26 April 2013 at 10:30 a.m. is set out in Appendix II on pages 14 to 18 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the principal place of business of the Company at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the meeting should you so wish.

Hong Kong, 25 March 2013

* For identification purpose only

DEFINITIONS

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

“Adoption Date”

the date on which the New Share Option Scheme is adopted by resolution of the Company in a general meeting

“AGM” the annual general meeting of the Company to be held at the Luxembourg Room II, 3rd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 26 April 2013 at 10:30 a.m. a notice of which is set out in Appendix II on pages 14 to 18 of this circular
“Board” the board of directors of the Company or a duly authorized committee thereof for the time being
“Business Associate” any professional advisor or business consultant (in the areas of legal, technical, financial or corporate managerial) (including any executive and employee of such advisor or consultant) which/who has rendered service(s) to any member of the Group as absolutely determined by the Board
“Business Day” means a day on which licensed banks are generally open for business in Hong Kong (excluding Saturdays, Sundays and any day on which a tropical cyclone warning no.8 or above or a “black” rainstorm warning signal is hoisted or issued in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) and the Stock Exchange is open for business of dealing in securities
“Bye-laws” the existing Bye-laws of the Company
“Commencement Date” in respect of any particular Option, the date upon which the offer to grant such Option is accepted in accordance with the New Share Option Scheme

“Company”

China Investments Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange
“Directors” the directors of the Company for the time being
“Employee”
any employee or officer of the Company or any Subsidiary and any executive and non-executive director of the Company or any Subsidiary
“Existing Share Option Scheme”

the share option scheme adopted by the Company at its general meeting on 20 May 2003

DEFINITIONS

“Grantee” means any Participant who accepts an Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person who is entitled to any such Option in consequence of the death or disability of the original Grantee or the legal personal representative(s) thereof as set out in the New Share Option Scheme
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 20 March 2013, 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
“New Share Option Scheme” the new share option scheme proposed to be adopted by the Company at the AGM, a summary of the principal terms of which are set out in Appendix IV to this circular
“Offer” the offer of the grant of an Option made by the Board in accordance with the New Share Option Scheme
“Offer Date” the date on which an offer is made to a Participant, which date must be a Business Day
“Option” a right to subscribe for Shares on terms determined by the Board and granted pursuant to the terms of the New Share Option Scheme
“Option Period” in respect of any particular Option, the period to be determined by the Board at its absolute discretion and notified by the Board to each Grantee as being the period during which an Option may be exercised and in any event such period of time shall not exceed a period of 2 years which shall commence on the expire of 1 month after the Commencement Date and shall expire on the last day of such period. The Board may also provide restrictions on the exercise of such Option during the period an Option may be exercised
“Participant”
any person falling within any of the following classes: (a) any Employee (b) any Business Associate of the Company or any Subsidiary
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DEFINITIONS

(c) any other group or classes of participants which the Board, in its absolute discretion, considers to have contributed or will contribute, whether by way of business alliance or other business arrangement, to the development and growth of the Group “Repurchase Proposal” the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period, as set out in the Repurchase Resolution, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution “Repurchase Resolution” the proposed ordinary resolution as referred to in resolution no. 4A of the notice of the AGM “Share(s)” share(s) of HK$0.10 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Act 1981 of Bermuda or within the meaning of the Companies Ordinance of Hong Kong (each as amended from time to time)) of the Company whether incorporated in Bermuda, Hong Kong or elsewhere “Takeover Code” the Hong Kong Code on Takeovers and Mergers and Share Repurchases “HK$” and “cents” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

LETTER FROM THE BOARD

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CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**

(Incorporated in Bermuda with limited liability)

(Stock code: 132)

Executive Directors: Mr. You Guang Wu (Chairman) Mr. Su Wenzhao (Managing Director) Mr. Wu Yongqing (Deputy Managing Director)

Independent Non-Executive Directors: Mr. Chan Kwok Wai Mr. Chen Da Cheng Mr. Deng Hong Ping

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

Head Office and Principal Place of Business: Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong

25 March 2013

To the shareholders of China Investments Holdings Limited

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on Tuesday, 22 May 2012, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming AGM to be held on Friday, 26 April 2013. It is therefore proposed to

* For identification purpose only

LETTER FROM THE BOARD

seek your approval by way of an ordinary resolution to be proposed at the AGM to give a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

An explanatory statement, which is required to be sent to shareholders under the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange will provide requisite information to you for your consideration of the Repurchase Proposal and is set out in Appendix I hereto.

2. GENERAL MANDATE TO ISSUE SHARES

It is also proposed at the AGM an ordinary resolution granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution no. 4B. In addition, an ordinary resolution will be proposed to extend such general mandate by an aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Resolution.

Subject to the passing of the ordinary resolution granting the general mandate to issue new Shares and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under such general mandate to issue a maximum of 237,665,828 Shares representing 20% of the issued share capital of the Company as at the Latest Practicable Date.

3. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of six Directors, namely Mr. You Guang Wu, Mr. Su Wenzhao, Mr. Wu Yongqing, Mr. Chan Kwok Wai, Mr. Chen Da Cheng and Mr. Deng Hong Ping. Pursuant to the Bye-laws, Mr. Su Wenzhao and Mr. Chen Da Cheng shall retire from office at the AGM and shall be eligible and offer themselves for re-election. Details of retiring Directors proposed for re-election at the AGM are set out in the Appendix III to this circular.

4. TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME

(a) Background

The Existing Share Option Scheme was adopted by the Company on 20 May 2003. As it will expire on 19 May 2013, the Board proposes that the Existing Share Option Scheme be terminated and the New Share Option Scheme for the Participants be approved and adopted at the AGM.

(b) Purpose of the Scheme

The terms of the New Share Option Scheme are in line with the provisions of Chapter 17 of the Listing Rules, which govern the terms of the share option schemes of listed companies. By offering Options to the Participants in such flexible terms under the New Share Option Scheme, in particular, the subscription price of the Options will be determined with reference to the market value of the Share price of the Company and there is no pre-requisite performance target to be achieved by the

LETTER FROM THE BOARD

Participants before the Option can be exercised, such Participants may exercise their Options at any time within the Option Period to acquire a monetary gain or ownership interest in the Company which may in turn provide a further incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants. Therefore, the Board considers that the New Share Option Scheme, if adopted, will be in the interest of the Company as a whole in terms of management and operation.

(c) Effective date of termination of the Existing Share Option Scheme and Adoption Date of the New Share Option Scheme

At the AGM, an ordinary resolution no. 4D will be proposed that the Existing Share Option Scheme be terminated and the New Share Option Scheme be approved and adopted at the AGM. A summary of the principal terms of the New Share Option Scheme is set out in Appendix IV hereto. If the above proposed ordinary resolution no. 4D is approved at the AGM, the Existing Share Option Scheme will terminate with immediate effect and the New Share Option Scheme will take effect, subject to the fulfillment of all the conditions precedent as referred to in sub-paragraph (e) below, on the date of the AGM (i.e. the Adoption Date). Operation of the New Share Option Scheme will commence after all conditions precedent as referred to in sub-paragraph (e) below have been fulfilled.

(d) Options granted under the Existing Share Option Scheme

Up to the Latest Practicable Date, no options had been granted under the Existing Share Option Scheme. Besides the Existing Share Option Scheme, there was no other subsisting share option scheme of the Company as at the Latest Practicable Date. The Board confirms that prior to the AGM, it will not grant any options under the Existing Share Option Scheme.

Upon termination of the Existing Share Option Scheme, no further options may be offered thereunder.

(e) Conditions precedent of the New Share Option Scheme

The New Share Option Scheme will take effect upon satisfaction of the following conditions:

(i) the passing of an ordinary resolution approving the termination of the Existing Share Option Scheme by the shareholders of the Company in general meeting;
(ii) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the shareholders of the Company in general meeting authorizing the Directors to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and
(iii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the Options granted under the New Share Option Scheme.
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LETTER FROM THE BOARD

(f) Maximum number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme

Upon satisfaction of the above conditions, the Board will have the right to grant to the Participants Options to subscribe for Shares under the New Share Option Scheme, 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 shall not in aggregate exceed 10 per cent. of the total number of Shares in issue as at the date on which the New Share Option Scheme is adopted by resolution of the Company in a general meeting, unless the Company obtains a fresh approval from its shareholders to refresh the 10 per cent. limit. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,188,329,142 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the Adoption Date and that there will be no other share option scheme of the Company, the total number of Shares which may be issued upon exercise of all Options to be granted pursuant to the New Share Option Scheme will be 118,832,914 Shares, representing 10% of the issued share capital of the Company on the Adoption Date. In addition, the maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30 per cent. (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time.

(g) Listing of the Shares to be issued upon exercise of the Options

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the Options granted under the New Share Option Scheme.

(h) Alterations to the terms of the New Share Options Scheme

Once the New Share Option Scheme is adopted, any alterations to the terms and conditions thereof which are of a material nature must be approved by the shareholders of the Company, except where the alterations take effect automatically pursuant to the terms originally provided in the New Share Option Scheme.

(i) General

The Company does not at present intend to appoint a trustee to the New Share Option Scheme.

In Appendix IV, you will find a summary of the principal terms of the New Share Option Scheme.

LETTER FROM THE BOARD

For ease of reference, below are some of the major differences between the Existing Share Option Scheme and the New Share Option Scheme:-

(i) the purpose of the scheme, and the definition and scope of “Participants” (please refer to paragraph 2(a) in Appendix IV to this circular, and pages 2 to 3 of this circular respectively);
(ii) the adjustment events and mechanism in relation to, for instance, the number or nominal amount of Shares comprised in each outstanding Option, the subscription price, the Participant Limit (as defined in paragraph 2(g)(i) in Appendix IV to this circular) regarding any Grantee, which have been determined after taking into account the supplemental guidance set out in and enclosed under the letter issued by the Stock Exchange dated 5 September 2005 in relation to Rule 17.03(13) of the Listing Rules (please refer to paragraph (t) in Appendix IV to this circular); and
(iii) the lapse of Options under specified circumstances, for example, cessation of employment or contract, general offer, winding up (please refer to paragraphs 2(l) to 2(n), and 2(p) to 2(q) in Appendix IV to this circular).

For further information on the principal terms of the Existing Share Option Scheme, please refer to the circular of the Company dated 25 April 2003, and in particular, appendix I thereto.

(j) Value of the Options

Since the New Share Option Scheme is yet to be approved by the shareholders of the Company, the Board has not yet determined the time frame on the granting of the Options under the New Share Option Scheme and the number of Shares for which any Grantee may subscribe upon exercise of an Option. Accordingly, the Board considers that it is premature and inappropriate to state the value of the Option for the time being in this circular. The Board also considers that it is inappropriate to value all the Options that may be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date. Such value would not be meaningful and could also be misleading to the shareholders of the Company as it would necessarily be based on many speculative assumptions including the exercise price, the exercise period and other variables, all of which would be difficult to speculate on.

5. ANNUAL GENERAL MEETING

Set out in Appendix II on pages 14 to 18 of this circular is a notice convening the AGM to consider, amongst other things, the ordinary resolutions relating to the above general mandates to repurchase and issue Shares, the re-election of retiring Directors and the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme.

LETTER FROM THE BOARD

6. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not prevent you from attending and voting at the meeting if you so wish.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the shareholders’ general meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

So far as the Directors are aware, as at the Latest Practicable Date, no shareholder is required to abstain from voting under the Listing Rules in respect of any of the resolutions to be proposed at the AGM.

8. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the New Share Option Scheme is available for inspection at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong, which is the principal place of business of the Company in Hong Kong, at all times during 9:00 a.m. to 6:00 p.m. on any Business Day up to and including the date of the AGM.

9. RECOMMENDATION

The Board is pleased to recommend the retiring Directors, details of whom are set out in Appendix III to this circular, for re-election at the AGM. The Board believes that the Repurchase Proposal, the general mandate to issue new Shares, re-election of retiring directors, and the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that the shareholders of the Company should vote in favour of the relevant resolutions to be proposed at the AGM.

By Order of the Board China Investments Holdings Limited You Guang Wu

Chairman

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to shareholders of the Company for their consideration of the Repurchase Resolution.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,188,329,142 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 118,832,914 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

REASON FOR REPURCHASE

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

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the laws of Bermuda. The Companies Act 1981 of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium of the Company. Further, a company cannot purchase its own shares if on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

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 accounts contained in the annual report for the year ended 31 December 2012 in the event that the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
March 2012	0.590	0.151
April 2012	0.200	0.190
May 2012	0.225	0.159
June 2012	0.225	0.161
July 2012	0.200	0.164
August 2012	0.200	0.157
September 2012	0.220	0.160
October 2012	0.220	0.155
November 2012	0.218	0.170
December 2012	0.220	0.141
January 2013	0.250	0.204
February 2013	0.310	0.220
March 2013 (up to the Latest Practicable Date)	0.280	0.220

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders of the Company.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to sell any of the Shares to the Company or its subsidiaries, in the event that the Repurchase Proposal is approved by the shareholders of the Company.

TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the following persons and corporations had interests in 5% or more in the Shares of the Company as recorded in the register required to be kept under Section 336 of the Securities and Futures Ordinance:

					Approximate
					percentage of
				Approximate	shareholding if
				percentage of	the Repurchase
	Number of			total issued share	Proposal is
Name	Shares	Notes	Capacity	capital	exercised in full
佛山市南海聯達投資（控股）	203,703,703	1	Corporate interest	17.14%	19.05%
有限公司(Foshan Nanhai
Lian Da Investment
(Holding) Co., Ltd.*)
廣東南海控股投資有限公司	203,703,703	1	Corporate interest	17.14%	19.05%
(Guangdong Nanhai
Holding Investment Co.,
Ltd.*)
Leung Siu Fai	151,610,779	2	Corporate interest	12.76%	14.18%
Mighty Management Limited	151,610,779	2	Beneficial owner	12.76%	14.18%
Industrial and Commercial	131,657,142	–	Beneficial owner	11.08%	12.31%
Bank of China
Nam Keng Van Investment	121,864,487	3	Beneficial owner	10.26%	11.39%
Company Limited
Cui Guo Jian	121,864,487	3	Corporate interest	10.26%	11.39%
Pu Jian Qing	121,864,487	3	Corporate interest	10.26%	11.39%
Notes:

These 203,703,703 shares were held by Prize Rich Inc which was wholly-owned by 佛山市南海聯達投資（控股）有限公司 (Foshan Nanhai Lian Da Investment (Holding) Co., Ltd.), which was in term wholly-owned by 廣東南海控股投資有限公司 (Guangdong Nanhai Holding Investment Co., Ltd.).
These 151,610,779 shares were held by Mighty Management Limited which was wholly-owned by Mr. Leung Siu Fai.
These 121,864,487 shares were held by Nam Keng Van Investment Company Limited which was wholly-owned by Mr. Cui Guo Jian and Mr. Pu Jian Qing equally.
For identification purpose only
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EXPLANATORY STATEMENT

APPENDIX I

In the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Proposal (if the shareholdings of the above shareholders in the Company and the capital structure of the Company otherwise remain the same), the interests of the above shareholders would be increased to approximately the respective percentages shown in the last column above.

The Directors are not aware of any consequences which may arise under the Takeover Code as a result of any repurchases made under the Repurchase Proposal. In the event that the power to repurchase Shares pursuant to the Repurchase Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**

(Incorporated in Bermuda with limited liability)

(Stock code: 132)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at the Luxembourg Room II, 3rd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong, on Friday, 26 April 2013 at 10:30 a.m. for the following purposes:

To receive and consider the audited financial statements and the reports of the directors and independent auditors for the year ended 31 December 2012.
To re-elect directors and to authorise the board of directors to fix the remuneration of directors.
To re-appoint auditors and to authorize the board of directors to fix the remuneration of auditors.
As a special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

A. “ THAT :
(a) subject to paragraph (b) below, the exercise by the board of directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose under the Hong Kong Code of Share Repurchase, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

* For identification purpose only

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

(b) the aggregate nominal amount of shares of the Company which the Directors are authorized to repurchase 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 as at the date of passing 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 or the bye-laws of the Company to be held; or
- (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”
B. “ THAT :
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution,

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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

  - (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 or the bye-laws of the Company to be held; or

  - (ii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

  - “Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

C. “ THAT subject to the passing of Resolutions No. 4A and No. 4B set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution No. 4B set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4A set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the said Resolution.”
D. “ THAT :
(a) the existing share option scheme which was adopted by the Company at its general meeting on 20 May 2003 be and is hereby terminated with immediate effect; and
(b) subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares in the Company to be issued and allotted pursuant to the exercise of any options granted under the new share option scheme of the Company (the “ New Share Option Scheme ”), the terms of which are contained in the document marked “ A ” produced to the meeting and for the purposes of identification signed by the Chairman thereof, the New Share Option Scheme be and is hereby approved and adopted and the Directors be and is hereby authorized to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including but without limitation:
- (i) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for shares in the Company;
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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

(ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
(iii) to issue and allot from time to time such number of shares in the Company as may be required to be issued and allotted pursuant to the exercise of the options under the New Share Option Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”);
(iv) to make application at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of, and permission to deal in, any shares in the Company which may hereafter from time to time be issued and allotted pursuant to the exercise of the options under the New Share Option Scheme; and
(v) to consent, if they so deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.”

By Order of the Board China Investments Holdings Limited Lo Tai On Company Secretary

Hong Kong, 25 March 2013

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Notes:

Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the principal place of business of the Company at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong not less than forty-eight hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude any member from attending and voting at the meeting if the member so wishes and in such event, the proxy form shall be deemed to be revoked.
Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, the vote of the such holder so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.
With regard to Resolution 2 of this notice, the board of directors of the Company proposes that the retiring directors, namely Mr. Su Wenzhao and Mr. Chen Da Cheng, be re-elected as directors of the Company. Their particulars are set out in Appendix III of the circular to shareholders dated 25 March 2013.
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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX III

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM of the Company to be held on 26 April 2013:

Mr. Su Wenzhao , aged 57, was appointed as an executive director of the Company on 20 January 2009. He was graduated from Sun Yat-Sen University in Guangzhou, the People’s Republic of China, with a diploma in philosophy, and has extensive management experience of more than 25 years.

Mr. Su is the managing director of the Company, a member of the nomination committee and remuneration committee of the Company and a director in a number of subsidiaries of the Company.

There is a service agreement between Mr. Su and the Company for a period of two years until 25 February 2014. Mr. Su is entitled to emolument of HK$1,080,000 per annum plus discretionary bonus which will be determined by reference to his performance and business of the Company. His director’s fee is to be determined by reference to his duties and responsibilities and prevailing market conditions and authorised by the shareholders of the Company at the annual general meeting. Mr. Su is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

Save as disclosed above, Mr. Su (i) does not hold any directorship in any other listed public companies in the last three years; (ii) does not hold any other position with the Company and other companies within the Group; and (iii) does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date hereof, Mr. Su does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Chen Da Cheng , aged 48, was appointed as an independent non-executive director of the Company on 22 September 2004. Mr. Chen was graduated from Sun Yat-sen University, PRC. He is a practicing solicitor in the PRC and has over 25 years of experience in legal services.

Mr. Chen is a member of the audit committee and nomination committee and is the chairman of the remuneration committee of the Company.

Pursuant to letter of services entered with the Company, the term of service of Mr. Chen Da Cheng is two years until 21 September 2014. He is subject to retirement and re-election in accordance with the Byelaws of the Company. The director’s fee for Mr. Chen is RMB70,000 each year, which has been determined by the Board in accordance with the duties of the directors and market conditions and authorised by shareholders at the general meeting.

Save as disclosed above, Mr. Chen (i) does not hold any directorship in any other listed public companies in the last three years; (ii) does not hold any other position with the Company and other companies within the Group; and (iii) does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date hereof, Mr. Chen does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX III

In relation to the above re-election of retiring directors, there is no information which is discloseable nor are/were they involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

1. RESPONSIBILITY STATEMENT

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

2. SUMMARY OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the rules of the New Share Option Scheme to be adopted at the AGM:

(a) The purpose of the New Share Option Scheme is to provide the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants for their contribution or future contribution to the Group and to strengthen the many long-term relationships that the Participants may have with the Group. In determining the basis of eligibility of each Participant, the Board would take into account such factors as the Board may at its discretion consider appropriate, including the contribution or would-be contribution to the Group of each Participant and the need to strengthen the long-term relationship that such Participant may have with the Group.
(b) The New Share Option Scheme is conditional upon (i) the passing of an ordinary resolution approving the termination of the Existing Share Option Scheme by the shareholders of the Company in general meeting, (ii) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the shareholders of the Company in general meeting and authorizing the Directors to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the New Share Option Scheme, and (iii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued and allotted pursuant to the exercise of the Options granted under the New Share Option Scheme.
(c) On and subject to the terms of the New Share Option Scheme, the Board may at any time within 10 years from the Adoption Date invite any Participant to take up Options. An Option is deemed to have been granted and accepted by the Grantee upon his or her signing the duplicate letter comprising acceptance of the Option and paying HK$1.00 by way of consideration for the grant thereof within 1 month from the Offer Date. The subscription price for Shares in the Company is calculated in accordance with paragraph (d) below.
(d) The subscription price for Shares in the Company under the New Share Option Scheme will be determined by the Board and shall be at least the higher of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheet on the Offer Date; (ii) a price being the
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

average of the closing prices of the Shares as stated in the Stock Exchange’s daily quotation sheets for the 5 Business Days immediately preceding the Offer Date; and (iii) the nominal value of a Share on the Offer Date.

(e) (i) Subject to (iv) below, 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 schemes of the Company shall not in aggregate exceed 10 per cent. of the total number of Shares in issue as at the Adoption Date unless the Company obtains a fresh approval from the shareholders pursuant to (ii) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating such 10 per cent. limit.
(ii) Subject to (iv) below, the Company may seek approval of its shareholders in general meeting to refresh the 10 per cent. limit as set out in (i) above such that the total number of Shares which may be issued upon exercise of all Options to be granted under all of the schemes of the Company under the limit as “refreshed” shall not exceed 10 per cent. of the total number of Shares in issue as at the date of approval of the refreshed limit. Options previously granted under the New Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Options) shall not be counted for the purpose of calculating such 10 per cent. refreshed limit. A circular containing the information required under the Listing Rules must be sent to the shareholders in connection with the general meeting at which their approval is sought.
(iii) Subject to (iv) below, the Company may seek separate approval by its shareholders in general meeting for granting Options beyond the 10 per cent. limit set out in (i) or (ii) above (as the case may be) provided the Options in excess of such limit are granted only to Participants specifically identified by the Company before such approval is sought. In such a case, the Company shall send a circular to the shareholders containing, amongst other terms, a generic description of the specified Participant(s) who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participant(s) with an explanation as to how these Options serve such purpose and such other information required under the Listing Rules.
(iv) Notwithstanding (i), (ii) and (iii) above, and subject to paragraph (g) below, maximum 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 options schemes of the Company shall not exceed 30 per cent. (or such higher percentage as may be allowed under the Listing Rules) of the total number of Shares in issue from time to time.
(f) Subject to the provisions of the New Share Option Scheme, the Board may at its discretion when making an Offer impose any conditions, restrictions or limitations in relation thereto as it may think fit.
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(g) (i) No Option shall be granted to any Participant such that the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted to such Participant under the New Share Option Scheme and any other option schemes of the Company (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such grant shall exceed 1 per cent. of the total number of Shares in issue (the “ Participant Limit ”).
(ii) Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such Participant (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over the Participant Limit, such further grant must be separately approved by the shareholders in general meeting with such Participant and such Participant’s associates abstaining from voting. The number and the terms (including the subscription price) of the Options to be granted to such Participant shall be fixed before approval of the shareholders of the Company and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price. In such case, the Company shall send a circular to the shareholders of the Company containing, amongst other terms, the identity of such Participant, the number and the terms of the Options to be granted (and Options previously granted to such Participant) and such other information as required under the Listing Rules.
(h) (i) Any grant of Options to a Participant who is a director, chief executive or substantial shareholder (all with the meaning as ascribed under the Listing Rules) of the Company or their respective associates must be approved by the independent non-executive directors (excluding the independent non-executive director who is the Grantee).
(ii) Where the Board proposes to grant any option to a Participant who is a substantial shareholder of the Company or an independent non-executive director or any of their respective associates would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to him or her under the New Share Scheme and any other option schemes in the 12-month period up to and including the date of such grant:
- (1) representing in aggregate more than 0.1 per cent. of the total number of Shares in issue; and
- (2) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

such proposed grant of Options must be approved by the shareholders of the Company in general meeting with all other connected persons of the Company abstaining from voting (except where any connected person may vote against the relevant resolution at such general meeting provided that his intention to do so is stated in the circular to the shareholders). In such

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APPENDIX IV SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

a case, the Company shall send a circular to its shareholders containing all those terms as required under the Listing Rules. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll.

(i) An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the period to be determined by the Board at its absolute discretion and notified by the Board to each Grantee as being the period during which an Option may be exercised and in any event such period of time shall not exceed a period of 2 years which shall commence on the expiry of 1 month after the Commencement Date and shall expire on the last day of such period. There is and shall be a minimum period of 1 month for which an Option must be held before it can be exercised. No performance target need to be achieved by the Grantee before an Option can be exercised.
(j) An Option may be exercised in whole or in part at any time during the Option Period in the manner as set out in paragraphs (l), (m), (n), (p), (q) and (r) below by the Grantee (or his or her legal personal representative(s)) giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be signed by or on behalf of the Grantee and accompanied by (an) Option certificate(s) sufficient to cover the number of Shares in respect of which the Option is being exercised and a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given; and in order for the exercise of an Option to be effective, the Company must have received the aforesaid documents and remittance prior to the expiry of the Option Period. Within 28 days after receipt of the notice, the Option certificate(s) and the remittance and, where appropriate, receipt of the independent financial adviser’s or the Auditors’certificate pursuant to paragraph (t) below, or such longer period as the Board may decide if the authorised share capital of the Company is insufficient to allot the Shares in respect of such Option, the Company shall allot the relevant Shares to the Grantee (or his or her legal personal representative(s)) credited as fully paid and issue to the Grantee (or his or her legal personal representative(s)) a share certificate in respect of the Shares so allotted.
(k) 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 interests in favour of any third party over or in relation to any Option or enter into any agreement so to do. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee.
(l) In the case where the Grantee is an Employee, if the Grantee ceases to be an Employee (i) because the relevant company of which the Grantee is an employee, director or officer ceases to be a member of the Group, or (ii) for any reason other than on the Grantee’s death or disability or the termination of the Grantee’s employment or directorship or office on one or more of the grounds specified in paragraph (o) below, the Grantee may exercise the Option in accordance with the provisions of paragraph (j) above up to the Grantee’s entitlement at the date of cessation (to the extent which the Grantee is entitled to exercise but not already exercised) within the period of 3 months following the date of such cessation, which date shall in the case of (i) above, be the date on which the relevant company ceases to be a member of the Group;
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

and in the case of (ii) above be the Grantee’s last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not, and any such Option not so exercised shall lapse and determine at the end of the said 3 months.

(m) In the case (i) where the Grantee is a Business Associate who is an adviser or consultant to any member of the Group under a fixed term contract, if the Grantee ceases to be a Business Associate by reason of termination or expiry of the term of the relevant fixed term contract without any extension or renewal by the Group for reasons other than (A) on one or more grounds specified in paragraph (o), or (B) on his or her death or disability if the Business Associate is a natural person, or (ii) where the Grantee is a Business Associate who is an advisor or consultant to any member of the Group not under any fixed term contract, if the Grantee ceases to be a Business Associate by reason of the Grantee ceasing to provide or the Group ceasing to engage him or her or it for any further advisory or consultancy services to the Group as may be determined by the Board in its absolute discretion for reasons other than (A) on one or more of the grounds specified in paragraph (o), or (B) on his or her death or disability if the Business Associate is a natural person, and such cessation is notified to such Business Associate in writing after the provision of its last services to the Group, or (iii) where the Grantee is a Business Associate who is an adviser or consultant to a member of the Group and such company ceases to be member of the Group, the Grantee may exercise the Option up to his or her or its entitlement at the date of cessation (to the extent he or she or it is entitled to exercise at the date of cessation but not already exercised) on or before the date of such cessation which date shall, in the case of (i) above, be the date of expiry of the relevant term contract; in the case of (ii) above, be the date of the aforesaid written notification to the Business Associate; and in the case of (iii) above, be the date on which the relevant company ceases to be a member of the Group, and any such Option not so exercised shall lapse and determine after the date of cessation.
(n) In the case where the Grantee is an Employee or a Business Associate and the Grantee (in the case, being a natural person) dies or ceases to be an Employee or a Business Associate (as the case may be) due to disability before exercising the Option in full and none of the events which would be a ground for termination of his or her employment or directorship or office under paragraph (o) arises, the legal personal representative(s) of the Grantee shall be entitled within a period of 6 months from the date of the death or disability or such longer period as the Board may determine to exercise the Option up to the entitlement of such Grantee at the date of his or her death or disability (to the extent which has become exercisable and not already exercised), and any such Option not so exercised shall lapse and determine after the said 6 months or the said period.
(o) An Option (including any Option which has not become exercisable or which has become exercisable and not already exercised) shall lapse automatically and not be exercisable on the earliest of:–
(i) the expiry of the relevant Option Period;
(ii) the expiry of the periods referred to in paragraphs (l), (m), (n) or (q);
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(iii) subject to the scheme of arrangement becoming effective, the expiry of the period referred to paragraph (r) below;
(iv) the date on which:
(A) the Grantee being an Employee, ceases to be an Employee by reason of the termination of his or her employment or directorship or office on the grounds that he or she has been guilty of misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his or her employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the Company or any Subsidiary. A resolution of the Board or the board of directors of the relevant Subsidiary to the effect that the employment, directorship or office of a Grantee has or has not been terminated on one or more of the grounds specified in this sub-paragraph (A) shall be conclusive; or
(B) the Grantee being a Business Associate who is an advisor or consultant to any member of the Group, where such Business Associate is under any contract with the Group, such contract is terminated by reason of breach of contract on the part of the Business Associate; or
(C) the Grantee being a Business Associate, has committed any act of bankruptcy or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or ceases or threaten to cease to carry on its business, or is wound up, or has an administrator or liquidator being appointed for the whole or any part of its undertaking or assets; or has been convicted of any criminal offence involving integrity or honesty;

provided that whether any one or more of the events specified in the above occur in relation to a Grantee shall be solely and conclusively determined by the Board;

(v) subject to sub-paragraph (p), the date of the commencement of the winding-up of the Company;
(vi) the date on which the Option is cancelled by the Board as provided in paragraphs (k) and (v) in this Appendix.
(p) In the event a notice is given by the Company to the shareholders of the Company to convene a meeting of the shareholders of the Company for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall, on the same date or soon after it despatches such notice to convene the meeting of the shareholders of the Company, give notice thereof to the Grantees and the Grantee (or his or her legal personal
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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

representative(s)) may by notice in writing to the Company (such notice to be received by the Company not later than 4 Business Days prior to the proposed date of the meeting of the shareholders of the Company) exercise the Option (to the extent which has become exercisable on the Business Day immediately prior to the date of the proposed meeting of the shareholders of the Company and not already exercised), and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed meeting of the shareholders of the Company, allot and issue such number of Share which falls to be issued on such exercise to the Grantee credited as fully paid, and any such Option not so exercised shall lapse and determine on the commencement of the winding-up.

(q) If, in consequence of a general offer by way of take-over is made to all the shareholders of the Company, or all shareholders of the Company other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror (including an offer made in the first instance on a condition such that if it is satisfied the offeror will have control of the Company or otherwise, any person shall have obtained control of the Company, then the Board shall as soon as practicable thereafter notify the Grantees accordingly and each Grantee (or his or her legal personal representative(s)) shall be entitled to exercise, at any time within the period of 14 days after such control has been obtained, the Option (to the extent which has become exercisable and not already exercised), provided that if during such period such person becomes entitled pursuant to the Companies Act 1981 of Bermuda to acquire the remaining Shares and gives notice in writing to any shareholder of his intention to acquire such Shares, then each Grantee (or his or her legal personal representative(s)) may on or before 21 days of such notice exercise the Option (to the extent which has become exercisable and not already exercised), and any such Option not so exercised shall lapse and determine after the said period.
(r) If a compromise or arrangement between the Company and its shareholders or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to the Grantee on the same date as it despatches the notice which is sent to each shareholder or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee (or his or her legal personal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the end of 2 months thereafter and the date on which such compromise or arrangement is sanctioned by the Court, exercise the Options (to the extent which has become exercisable and not already exercised), but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee (or his or her legal personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(s) A Share allotted upon the exercise of an Option for the time being outstanding shall not carry voting rights until completion of the registration of the Grantee (or any other person) as the holder thereof. If under the terms of a resolution passed or an announcement made by the Company prior to the date of exercise of an Option, a dividend is to be or is proposed to be paid, or Shares are to be issued or proposed to be issued by way of the capitalization of profits or reserves or by way of rights under an offer made pro rata to shareholders on the register of members of the Company on a date prior to such date of exercise, the Shares to be issued upon such exercise will not rank for such dividend or such Shares. Subject as aforesaid, 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 fully paid Shares in issue on the date of such exercise.
(t) Upon the occurrence of any variation in the issued share capital of the Company individually or in aggregate exceeding 5 per cent. of the nominal value of all issued Shares as at the Adoption Date or the date of any previous adjustment(s) pursuant to hereunder (whichever is later) which arises or may arise immediately following the Adoption Date from any issue of shares in or other securities of the Company by way of capitalization of profits or reserves or by way of rights under an offer made pro rata to shareholders of the Company or sub-division or consolidation of shares in the capital of the Company or reduction of the share capital of the Company or any other event which the Directors considers an adjustment hereunder may be necessary or appropriate (the “ Relevant Event ”):
(A) the number of nominal amount of Shares comprised in each Option for the time being outstanding;
(B) the subscription price thereunder;
(C) the Participant Limit in relation to any Grantee;
(D) the requirement that any Offer may only be accepted in respect of a board lot for dealing in Shares on the Stock Exchange from time to time or an integral multiple thereof; and/ or
(E) (subject to sub-paragraphs (x), (y), (z) and (aa) below) the provisions of the New Share Option Scheme,

may be adjusted in such manner that the proportion of equity capital of the Company to which the Grantee is entitled after the adjustment(s) becoming effective shall be the same as that to which he was entitled immediately prior to the Relevant Event but shall however be in a manner as the Board (having received a statement in writing from the auditors or independent financial adviser of the Company, acting as experts and not as arbitrators, that in their opinion the adjustment(s) proposed are fair and reasonable having regard to the supplemental guidance set out in and enclosed under the letter issued by the Stock Exchange dated 5 September 2005

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

and any further guidance/interpretation of rule 17.03(1) of the Listing Rules (“ Supplemental Guidance ”)) may deem appropriate, subject always that no such adjustment shall have the effect of rendering:

(I) the subscription price per share payable upon the exercise of any Option becoming less than the nominal amount of the Share;
(II) the amount equal to the subscription price per share as multiplied by the relevant number of Shares in respect of which the Option could be exercised, relating to any Option being increased;
(III) the aggregate percentage of the issued share capital of the Company available for the grant of Options shall not be greater than the limit referred to in sub-paragraph (e)(i) or the limit referred to in sub-paragraph (e)(iv); and
(IV) the Intrinsic Value of any Option to have increased to the advantage of the Grantee (comparing the Intrinsic Value of the Options immediately before and after the Relevant Event) (for such purpose the “Intrinsic Value” shall mean the difference between the market price (or theoretical ex-entitlement price) of the Shares under the Option and the subscription price (or revised subscription price) of the Option),

provided further that where such Relevant Event arises from an issue of Shares, references herein to Options shall include references to Options that have been exercised prior to the date of such adjustment(s) in respect of Shares which pursuant to sub-paragraph (s) do not rank and are not entitled to participate in such issue.

In addition, in respect of any adjustments under this sub-paragraph (t), other than any made on a capitalisation issue, the auditors or independent financial adviser of the Company must confirm to the Board in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules.

Notice of any such adjustment(s) shall be given to the Grantees by the Company.

(u) The New Share Option Scheme will be valid and remain in force for a period of 10 years commencing on the Adoption Date, after which period no further Options will be granted or accepted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Options granted and accepted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme, and Options which are granted and accepted during the life of the New Share Option Scheme may continue to be valid and exercisable in accordance with their terms of issue. On and subject to the terms of the New Share Option Scheme, the Board shall be entitled, at any time within 10 years from the Adoption Date, to make an Offer to any Participant as the Board may in its absolute discretion select to subscribe for such number of Shares as the Board may (subject to paragraphs (g), (h) and (o) above) determine the subscription price for the Shares.
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(v) The Board may effect the cancellation of any Option granted but not exercised on such terms as may be agreed with the relevant Grantee, as the Board may in its absolute discretion see fit and in a manner that complies with all applicable legal requirements for such cancellation. Where the Company cancels Options and offer new Options to the same Option holder, the Offer of such new Options may only be made under the New Share Option Scheme with available Options to the extent not yet issued (excluding the cancelled Options) within the limit approved by the shareholders as mentioned in paragraph (e) above.
(w) The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered or accepted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect and all Options granted and accepted prior to such termination shall continue to be valid and exercisable in accordance with their terms of issue.
(x) The provisions of the New Share Option Scheme may be altered in any respect by resolution of the Board except that the following provisions of the New Share Option Scheme shall not be altered to extend the class of persons eligible for the grant of Option or to the advantage of Grantees or prospective Grantees except with the prior sanction of a resolution of the Company in general meeting, provided howsoever that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the shareholders under the bye-laws for the time being of the Company for a variation of the rights attached to the Shares:–
(i) the definitions of “Employee”, “Business Associate”, “Participant”, “Grantee” and “Option Period” in sub-paragraph 1.1 thereof; and
(ii) the provisions of sub-paragraphs 4.1 (as summarized in paragraph (u) above), 5.1 (as summarized in paragraph (u) above), 5.2 (as summarized in paragraph (bb) below), 5.3 (in respect of the required procedures in relation to the making by the Board of an Offer of the grant of an Option to a Participant), 5.4 (as summarized in paragraph (c) above), 6 (as summarized in paragraph (d) above), 7 (as summarized in paragraphs (i), (k), and (s) above), 8 (as summarized in paragraph (o) above), 9 (as summarized in paragraphs (e) and (g) above), 10 (as summarized in paragraphs (g) and (h) above), 11 (in respect of adjustments in relation to, for instance, the number of nominal amount of Shares comprised in each outstanding Option, the subscription price, the Participant Limit regarding any Grantee, upon the occurrence of any variation in the issued share capital of the Company individually or in aggregate exceeding 5 per cent. of the nominal value of the issued Shares as at the Adoption Date), 14 (as summarized in this paragraph (x)), 15 (as summarized in paragraph (v) above) and 16 (as summarized in paragraph (w) above) thereof; and
(iii) those relating to the matters set out in rule 17.03 of the Listing Rules.
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APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(y) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of the Options granted must be approved by the shareholders of the Company in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.
(z) Amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements under Chapter 17 of the Listing Rules.
(aa) Any change to the authority of the directors of the Company or scheme administrators in relation to any alteration to the terms of the New Share Option Scheme must be approved by the shareholders of the Company in general meeting.
(bb) No Offer shall be made after inside information (as defined in the Listing Rules) has come to the knowledge of the Company until the Company has announced the information. In particular, during the period of one month immediately preceding the earlier of:–
(i) the date of the meeting of the Board (as such date is first notified by the Company 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, no Option may be granted.

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AI assistant

Min Xin Holdings Limited — Proxy Solicitation & Information Statement 2013

49046_rns_2013-03-22_cb9c5ce9-1ed7-4678-9d75-7bcc3ce96bca.pdf

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 [*]

DEFINITIONS

DEFINITIONS

DEFINITIONS

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 [*]

1. GENERAL MANDATE TO REPURCHASE SHARES

2. GENERAL MANDATE TO ISSUE SHARES

3. RE-ELECTION OF RETIRING DIRECTORS

4. TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME

(a) Background

(b) Purpose of the Scheme

LETTER FROM THE BOARD

(c) Effective date of termination of the Existing Share Option Scheme and Adoption Date of the New Share Option Scheme

(d) Options granted under the Existing Share Option Scheme

(e) Conditions precedent of the New Share Option Scheme

LETTER FROM THE BOARD

(f) Maximum number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme

(g) Listing of the Shares to be issued upon exercise of the Options

(h) Alterations to the terms of the New Share Options Scheme

(i) General

LETTER FROM THE BOARD

(j) Value of the Options

5. ANNUAL GENERAL MEETING

6. ACTION TO BE TAKEN

7. VOTING BY WAY OF POLL

8. DOCUMENT AVAILABLE FOR INSPECTION

9. RECOMMENDATION

SHARE CAPITAL

REASON FOR REPURCHASE

FUNDING OF REPURCHASES

SHARE PRICES

UNDERTAKING

TAKEOVER CODE

APPENDIX I

EXPLANATORY STATEMENT

SHARE REPURCHASE MADE BY THE COMPANY

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 [*]

(Stock code: 132)

ORDINARY RESOLUTIONS

APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

By Order of the Board China Investments Holdings Limited Lo Tai On Company Secretary

APPENDIX IV

1. RESPONSIBILITY STATEMENT

2. SUMMARY OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

More from Min Xin Holdings Limited

Min Xin Holdings Limited Proxy Solicitation & Information Statement 2013

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**

CHINA INVESTMENTS HOLDINGS LIMITED 中國興業控股有限公司 **[*]**