Min Xin Holdings Limited — Proxy Solicitation & Information Statement 2014

Mar 26, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action 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 2013 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 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 Tuesday, 29 April 2014 at 10:30 a.m. is set out in Appendix II on pages 9 to 12 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, 27 March 2014

* For identification purpose only

DEFINITIONS

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

“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 Tuesday, 29 April
	2014 at 10:30 a.m. a notice of which is set out in Appendix II on
	pages 9 to 12 of this circular
“Board”	the board of directors of the Company or a duly authorized
	committee thereof for the time being
“Bye-laws”	the existing Bye-laws of the Company
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	21 March 2014, 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
“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$0.10 each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	The Codes on Takeovers and Mergers and Share Buy-backs
“HK$” and “cents”	Hong Kong dollars and cents respectively, the lawful currency of
	Hong Kong

• 1 -

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. Huang Zhihe (Deputy Managing Director)

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

Independent Non-Executive Directors:

Mr. Chan Kwok Wai Mr. Chen Da Cheng Mr. Deng Hong Ping

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

27 March 2014

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 NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on Friday, 26 April 2013, 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 Tuesday, 29 April 2014. It is therefore proposed to 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.

* For identification purpose only

• 2 -

LETTER FROM THE BOARD

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. Huang Zhihe, Mr. Chan Kwok Wai, Mr. Chen Da Cheng and Mr. Deng Hong Ping. Pursuant to the Byelaws, Mr. You Guang Wu, Mr. Huang Zhihe and Mr. Deng Hong Ping shall retire from office at the AGM and shall be eligible and offer themselves for re-election. Details of retiring Directors proposed for reelection at the AGM are set out in the Appendix III to this circular.

4. ANNUAL GENERAL MEETING

Set out in Appendix II on pages 9 to 12 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 and the re-election of retiring Directors.

5. 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.

6. 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.

• 3 -

LETTER FROM THE BOARD

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.

7. 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 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

• 4 -

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 2013 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.

• 5 -

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 2013	0.280	0.220
April 2013	0.250	0.222
May 2013	0.246	0.225
June 2013	0.295	0.230
July 2013	0.480	0.230
August 2013	0.530	0.330
September 2013	0.750	0.450
October 2013	0.630	0.520
November 2013	0.600	0.520
December 2013	0.600	0.450
January 2014	0.610	0.520
February 2014	0.650	0.520
March 2014 (up to the Latest Practicable Date)	0.750	0.560

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.

• 6 -

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
					shareholding if
				Approximate	the Repurchase
				percentage of	Proposal is
	Number of			total issued	exercised in
Name	Shares	Notes	Capacity	share capital	full
廣東南海控股投資有限公司
(Guangdong Nanhai Holding
Investment Co., Ltd.*)	349,217,178	1	Corporate interest	29.39%	32.65%
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%
Nam Keng Van Investment
Company Limited	121,864,487	3	Beneficial owner	10.26%	11.39%
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:

1. These 349,217,178 shares were held by Prize Rich Inc which was wholly-owned by 廣東南海控股投資有限公 司 (Guangdong Nanhai Holding Investment Co., Ltd.*).

2. These 151,610,779 shares were held by Mighty Management Limited which was wholly-owned by Mr. Leung Siu Fai.

3. These 121,864,487 shares were held by Nam Keng Van Investment Co. Ltd. which was wholly-owned by Mr. Cui Guo Jian and Mr. Pu Jian Qing equally.

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 and accordingly an obligation to make a general offer by 廣東南海控股投資有限公司 (Guangdong Nanhai Holding Investment Co., Ltd.*) to shareholders of the Company under Rule 26 of the Takeover Code may arise.

* For identification purpose only

• 7 -

EXPLANATORY STATEMENT

APPENDIX I

The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such an extent as to result in takeover obligations. In the event that 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.

• 8 -

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 Tuesday, 29 April 2014 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditors for the year ended 31 December 2013.

2. (a) To re-elect the following retiring directors:–

   • (i) Mr. You Guang Wu;

   • (ii) Mr. Huang Zhihe; and

   • (iii) Mr. Deng Hong Ping.

3. (b) To authorise the board of directors to fix the remuneration of directors.

4. To re-appoint auditors and to authorize the board of directors to fix the remuneration of auditors.

5. 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 Buy-backs, subject to and in accordance with all

* For identification purpose only

• 9 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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;

• (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

• 10 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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:

• (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.”

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

Company Secretary

Hong Kong, 27 March 2014

• 11 -

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Notes:

1. 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.

2. 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.

3. 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.

4. With regard to item 2 of this notice, the board of directors of the Company proposes that the retiring directors, namely Mr. You Guang Wu, Mr. Huang Zhihe and Mr. Deng Hong Ping, be re-elected as directors of the Company. Their particulars are set out in Appendix III of the circular to shareholders dated 27 March 2014.

5. 12 -

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 29 April 2014:

Mr. You Guang Wu , aged 49, is a senior accountant in the PRC and holds a master degree in economics, and is now doctorate candidate in finance of Zhongnan University of Economics and Law. He has accumulated extensive experience in investment, financing and financial management.

Mr. You had been an independent non-executive director of the Company since 22 September 2004 and up to his re-designation as the Vice Chairman of the Board and an executive director of the Company on 6 April 2006. Mr. You is now the Chairman of the Board since 26 February 2009, Chairman of the board of directors of Guilin Plaza, Chairman of the nomination committee, a member of the remuneration committee and a director in a number of subsidiaries of the Company.

There is a service contract between Mr. You and the Company for a term of three years until 31 January 2016. He is subject to retirement and re-election in accordance with the Bye-laws of the Company. He is entitled to emolument of HK$1,244,000 per annum plus discretionary bonus which is determined by the Board at its discretion by reference to his performance and the business of the Company and subject to authorization of shareholders of the Company at the annual general meeting.

Save as disclosed above, Mr. You (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. You 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. Huang Zhihe , aged 45, holds a bachelor degree in industrial management and engineering and a master of business administration from South China University of Technology. He has extensive experience of investment and development in real estate and management in hotel industry.

Mr. Huang has been appointed as an executive director and deputy managing director of the Company on 5 August 2013 and is the chairman, managing director and legal representative of the board of directors of Foshan City Nanhai Canmanage Investments Holdings Limited, a wholly owned subsidiary of the Company. The Company entered into a service contract with Mr. Huang for a period of two years commencing from 5 August 2013 and his appointment is subject to retirement and re-election at the annual general meeting in accordance with the Bye-laws of the Company. Mr. Huang will be entitled to receive an annual salary of RMB230,000 and discretionary bonus by reference to his performance and results of the Company’s and an annual director’s fee of HK$108,000. His salary and director’s fee are to be determined by reference to his duties and responsibilities and prevailing market conditions and subject to authorization of shareholders of the Company at the annual general meeting.

• 13 -

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX III

Save as disclosed above, Mr. Huang (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. Huang 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. Deng Hong Ping , aged 40, was appointed as an independent non-executive director of the Company on 6 April 2006. Mr. Deng holds a Bachelor Degree in marine engineering of the Ocean University of China in Guangdong and graduated in master of economics and legal studies of Huazhong University of Science and Technology. Mr. Deng is a practicing lawyer in the PRC and he has accumulated extensive experience in legal sectors, particularly in enterprises mergers and acquisition and debt reorganization.

Mr. Deng is the independent non-executive director of the Company, a member of the audit committee, nomination committee and remuneration committee of the Company.

Pursuant to a letter of appointment, the term of office of Mr. Deng is for two years until 5 April 2016. He is subject to the requirements in the Bye-laws in relation with retirement and re-election at the annual general meeting of the Company. The director’s fee for Mr. Deng is RMB70,000 per annum, which was determined in accordance with the duties of the directors and market conditions and subject to the authorization of shareholders of the Company at the annual general meeting.

Save as disclosed above, Mr. Deng (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. Deng 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).

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.

• 14 -