Min Xin Holdings Limited — Proxy Solicitation & Information Statement 2014

Feb 10, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, 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 and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer 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)

MAJOR TRANSACTION FORMATION OF JOINT VENTURE

A notice convening a special general meeting of CHINA INVESTMENTS HOLDINGS LIMITED to be held at the Garden Rooms, 2nd Floor, the Royal Garden, 69 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 27 February 2014 at 10:30 a.m. is set out in Appendix III on pages 15 to 16 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.

11 February 2014

* For identification purpose only

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Appendix I	–	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix III	–	Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

• i -

DEFINITIONS

In this circular (otherwise in the notice of SGM), the following expressions have the following meanings unless the context requires otherwise:

• “Board” the board of Directors “Centenio Group Company” 中南恒展集團有限公司(Centenio Group Co., Ltd.), a company incorporated in the PRC with limited liability

• “CIH Finance” CIH Finance Investments Holdings Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary 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

• “connected person” has the meaning ascribed thereto under the Listing Rules “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “Guangdong Qunxing” 廣東群興玩具股份有限公司(Guangdong Qunxing Toys JointStock Co., Ltd), a company incorporated in the PRC with limited liability

• “Guangdong Tech-Finance” 廣東省粵科金融集團有限公司(Guangdong Technology Financial Group Co., Ltd), a company incorporated in the PRC with limited liability

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

• “JV Company” 廣東粵科融資租賃有限公司 (Guangdong Financial Leasing Co., Ltd.), the joint venture company to be established in the PRC with limited liability by Guangdong Tech-Finance, CIH Finance, Guangdong Qunxing and Centenio Group Company

• “JV Documentation” the joint venture agreement and articles of association of the JV Company executed by Guangdong Tech-Finance, CIH Finance, Guangdong Qunxing and Centenio Group Company on 17 January 2014

• “JV Formation” the establishment of the JV Company by CIH Finance pursuant to the JV Documentation and the transactions contemplated thereunder

• 1 -

DEFINITIONS

“Latest Practicable Date”	7 February 2014, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information for
	inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“percentage ratio”	has the meaning ascribed to it under Rule 14.07 of the Listing
	Rules
“PRC”	the People’s Republic of China, and for the purposes of this circular
	excluding Hong Kong, the Macau Special Administrative Region,
	and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be held at the
	Garden Rooms, 2nd Floor, the Royal Garden, 69 Mody Road,
	Tsimshatsui, Kowloon, Hong Kong on Thursday, 27 February 2014
	at 10:30 a.m., a notice of which is set out in Appendix III on pages
	15 to 16 of this circular
“Share(s)”	share(s) of nominal value HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

English names of the PRC established companies/entities in this circular are only translations of their official Chinese names. In case of inconsistency, the Chinese names prevail.

• 2 -

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) 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

11 February 2014

To the shareholders of China Investments Holdings Limited

Dear Sir or Madam,

MAJOR TRANSACTION FORMATION OF JOINT VENTURE

INTRODUCTION

Reference is made to the announcement of the Company dated 17 January 2014, whereby the Board announced that on 17 January 2014, CIH Finance, a wholly-owned subsidiary of the Company, entered into the JV Documentation with Guangdong Tech-Finance, Guangdong Qunxing and Centenio Group Company for the establishment of the JV Company to engage in finance leasing business in Guangdong, the PRC. The initial registered capital of the JV Company will be RMB620,000,000 and it will be contributed as to 35% by Guangdong Tech-Finance, 25% by CIH Finance, 20% by Guangdong Qunxing and 20% by Centenio Group Company.

The principal terms of the JV Documentation and details of the JV Formation are as follows:–

* For identification purpose only

• 3 -

LETTER FROM THE BOARD

THE JV FORMATION

Date:

Parties:

17 January 2014

• (1) Guangdong Tech-Finance, a state-owned company wholly owned by Guangdong provincial government;

• (2) CIH Finance, a wholly-owned subsidiary of the Company;

• (3) Guangdong Qunxing, the shares of which are listed on the Shenzhen Stock Exchange. As at the Latest Practicable Date, Guangdong Qunxing was owned as to over 50% by 廣東群興投資有限公司 (Guangdong Qunxing Investment Limited), which is in turn owned by four individuals; and

• (4) Centenio Group Company, which is owned by three individuals.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, as at the date of this circular, each of Guangdong TechFinance, Guangdong Qunxing and Centenio Group Company and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

Conditions precedent:

The JV Documentation will take effect upon satisfaction of the following conditions precedent which are non-waivable:–

• (i) the approval of Guangdong provincial department of Science and Technology of the JV Formation having been obtained by Guangdong Tech-Finance;

• (ii) the approval by the Shareholders of the JV Formation at the SGM pursuant to the requirements of the Listing Rules;

• (iii) the approval by the board of directors and/or by the shareholders of Guangdong Qunxing of the JV Formation as may be required by its articles of association having been obtained;

• (iv) the approval by the board of directors and/or by the shareholders of Centenio Group Company of the JV Formation as may be required by its articles of association having been obtained; and

• (v) the approvals of the relevant regulatory authorities in the PRC of the JV Documentation having been obtained.

As at the Latest Practicable Date, the condition precedent set out in paragraph (iii) above had been fulfilled.

• 4 -

LETTER FROM THE BOARD

Under the PRC laws, the establishment of sino-foreign invested joint ventures participating in the finance leasing business is subject to the approval of the Ministry of Commerce of the PRC and, for establishment of sino-foreign invested finance leasing companies with limited liability, application should be made to the competent supervisory department of the Ministry of Commerce at the provincial level, which in the case of the JV Formation, is the Department of Foreign Trade and Economic Coorporation of Guangdong province.

Scope of business:

Finance leasing business, leasing business, purchase of lease property from the PRC and overseas, handling and maintenance of lease property, related advisory and guarantee services, and other businesses approved by competent authorities.

Application to the Department of Foreign Trade and Economic Cooperation of Guangdong province for approval certificate and application to the Administration of Industry & Commerce of Guangdong province for business licence will be made upon fulfillment of condition precedents to the JV Documentation set out in paragraphs (i) to (iv) above.

Subject to approval certificate from the Department of Foreign Trade and Economic Cooperation of Guangdong province and business licence from the Administration of Industry & Commerce of Guangdong province being obtained, the application procedure is currently expected to be completed in March 2014.

• Initial total registered capital:

RMB620,000,000, which will be contributed in cash as to:–

• (1) RMB217,000,000, representing 35% of the total registered capital, by Guangdong Tech-Finance;

• (2) RMB155,000,000, representing 25% of the total registered capital, by CIH Finance, which will be financed by the internal resources of the Group and/or bank financing;

• (3) RMB124,000,000, representing 20% of the total registered capital, by Guangdong Qunxing; and

• (4) RMB124,000,000, representing 20% of the total registered capital, by Centenio Group Company.

• 5 -

LETTER FROM THE BOARD

The contributions are determined after arm’s length negotiation of the parties and with reference to the initial funding needs of the JV Company and the agreed share of each party in the total amount of registered capital of the JV Company. The initial funding needs is determined after taking into account the expected leverage ratio the JV Company will be able to achieve in obtaining financing from financial institutions, which is currently estimated to be around 6 times the total amount of registered capital of the JV Company, and the expected future operation scale aimed for the JV Company in the range of approximately RMB5,000,000,000.

The contributions shall be payable in full within thirty days from the date of issue of the business license of the JV Company. There is no present intention to provide additional funding for the JV Company.

As it is the Company’s current intention to reserve its cash balance as general working capital of the Group and/or for use in any investment opportunities which may arise in the future, the Company intends to apply for bank financing (to the extent where available) to settle part of CIH Finance’s contribution. It is currently expected that the portion of bank financing will not be more than 60%.

Term:

30 years from the date of issue of the business license of the JV Company.

Board composition:

The board of the JV Company will consist of 5 directors, 2 of which shall be nominated by Guangdong Tech-Finance, and CIH Finance, Guangdong Qunxing and Centenio Group Company shall each nominate 1 director.

The board of the JV Company shall be responsible for guiding the overall management, supervision and control of the business of the JV Company.

Senior Management:

The senior management will consist of general manager, vice-general manager, chief financial officer and chief risk controller, who can be nominated by any party to the JV Documentation. The appointment and dismissal of the senior management shall be determined by the board of the JV Company.

Non-competition Except with the unanimous approval of the board of the JV Company, no party to covenant: the JV Documentation shall commence any business in the PRC, which directly or indirectly competes with the business of the JV Company or establish any entity in the PRC, which directly or indirectly competes with the JV Company.

• 6 -

LETTER FROM THE BOARD

Roles and Each party to the JV Documentation shall contribute to the total registered capital responsibilities of of the JV Company in accordance with the JV Documentation, nominate the parties pursuant director(s) to the board of the JV Company and assist the JV Company with to the JV employment of the senior management and other officials. Documentation:

Guangdong Tech-Finance shall also be responsible for carrying out the preparation work in relation to the establishment of the JV Company and assist the JV Company with application for necessary licence and approval and tax concessions in accordance with PRC laws and regulations.

CIH Finance shall assist the JV Company to obtain finance outside the PRC, if necessary, as the foreign party to the sino-foreign joint venture, namely, the JV Company, upon its formation. There is currently no plan as to the manner of assistance, if any, to be provided.

REASONS AND BENEFITS OF THE JV FORMATION

CIH Finance is an investment holding company and the Group is principally engaged in the hotel operation and property investment businesses. Guangdong Tech-Finance is principally engaged in financial businesses such as venture capital, private equity, financing guarantee, micro-financing and intellectual property assessment and transaction. Guangdong Qunxing is principally engaged in the design, research and development, manufacturing and sale of electronic electric-powered plastic toys, while Centenio Group Company is principally engaged in property development, hotel and property management, micro-financing and other investment businesses. The Company understood from its substantial Shareholder, Guangdong Nanhai Holding Investment Co., Ltd. (廣東南海控股投資有限公司), that the substantial Shareholder, Guangdong Tech-Finance and several third parties not being connected persons of the Group are also joint venture partners in a micro-financing business.

In November 2013, Guangdong Tech-Finance and the Company had preliminary discussions on the finance leasing opportunity. After conducting industry and policy research and analysis on the finance leasing industry, reviewing feasibility report in relation to the conduct of finance leasing business in the PRC by a joint venture company, and taking into account the experience and leadership role of Guangdong Tech-Finance, the Directors believe that the finance leasing business, which is actively encouraged by the PRC, holds tremendous untapped potential. The JV Company can leverage on the experience and connections of the joint venture partners, including those of Guangdong Tech-Finance in finance investments and venture capital investment in areas involving development of technologies, those of Guangdong Qunxing in respect of use of advanced technology in manufacturing, research and development and those of Centenio Group Company in respect of finance investments, so as to establish a platform in Guangdong, the PRC for engaging in finance leasing business with an initially intended business focus in areas of environment protection and energy saving projects, medical equipments and infrastructure construction projects which require certain understanding in technology development. The Company believes that although the Directors do not currently have relevant experience in finance leasing business, which is new in the PRC, the experience and connections of the joint venture partners would contribute to the business of the JV Company and the JV Formation will enable the Group to share in these opportunities through its investment in the JV Company, enable the Directors to gain relevant valuable experience in finance leasing business and lay a foundation for the Group’s diversification into financial sector.

• 7 -

LETTER FROM THE BOARD

The Directors consider that the terms of the JV Formation are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios in respect of the capital contribution of CIH Finance in the JV Company exceed 25% but are less than 100%, the JV Formation constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules.

SGM

The SGM will be convened to consider and, if thought fit, to approve the JV Formation.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the JV Formation and accordingly, no Shareholder is required to abstain from voting on the ordinary resolution regarding the JV Formation.

A proxy form for use at the SGM is enclosed. 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.

RECOMMENDATION FROM THE BOARD

The Directors consider that the terms of the JV Formation are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board would recommend the Shareholders to vote in favour of the resolution for approving the JV Formation at the SGM.

ADDITIONAL INFORMATION

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

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

• 8 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS

As at the close of business on 31 December 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, save that the Group had a maximum contingent consideration of HK$48,000,000 in respect of the acquisition of the entire issued share capital of Can Manage Trading Limited (as disclosed on page 29 of the 2013 interim report of the Company dated 14 August 2013), apart from intra-group liabilities, the Group did not have any bank loans, bank overdrafts and liabilities under acceptances (other than normal trade bills) or other similar indebtedness, debentures or other loan capital, mortgages, charges, finance leases or hire purchase commitments, guarantees or other material contingent liabilities outstanding.

2. WORKING CAPITAL

The Directors are of the opinion that after taking into account the present financial resources, in the absence of unforeseen circumstances, the working capital available to the Group is sufficient for the Group’s requirements for at least 12 months from the date of this circular.

3. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

During the six months ended 30 June 2013, the unaudited consolidated turnover was HK$15,646,000 (for the six months ended 30 June 2012: HK$42,052,000) and unaudited consolidated net profits after tax was HK$1,525,000 (for six months ended 30 June 2012: net loss of HK$12,897,000).

The Group entered into the JV Documentation with Guangdong Tech-Finance, Guangdong Qunxing and Centenio Group Company for the establishment of the JV Company to engage in finance leasing business in Guangdong, the PRC, as a step of the Group’s transformation. The Board will continue to implement the established operation and investment strategies fully leveraging on the existing resources available, focusing on investing quality property projects and expanding its hotel operation business, while seeking for other investment opportunities to gradually improve the Group’s profitability and bring positive return for the Shareholders.

4. FINANCIAL EFFECTS OF THE TRANSACTION ON THE GROUP’S EARNINGS, ASSETS AND LIABILITIES

Following the JV Formation, the profit or loss of the JV Company will be equity accounted-for by the Group as an investment in associate, and the net asset value of the Group is expected to remain unchanged as the increase in investment in associate is expected to be offset by the decrease in cash balances and the increase in bank borrowings (in the case where bank financing is available) of the Group.

• 9 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. FUTURE BUSINESS PLAN

Reference is made to the section headed “Business Review” in the interim report of the Company dated 14 August 2013 and the section headed “6. Future Business Plan” in appendix I to the circular of the Company dated 18 October 2013 for the Company’s business plan.

Hotel Business

With the aim of increasing the competitiveness of Guilin Plaza, the Group currently intends to expand the annex building of Guilin Plaza, through which the ancillary facilities of the hotel would be improved. The expansion project is now in the planning and designing stage.

Property Investment

佛山市南海承業投資開發管理有限公司 (Foshan City Nanhai Chengye Investment Development and Management Co., Ltd.) and 佛山市南海康美投資有限公司 (Foshan City Nanhai Canmanage Investments Holdings Limited) had entered into a formal sale and purchase agreement in relation to the sale and purchase of the 98 office units situated at Block 1 of Guangdong-Hongkong Finance & Technology Park (粵�金融科技園), 6 Jinke Road, Guicheng Street, Nanhai District, Foshan City, Guangdong, the PRC in December 2013 and completion is currently expected to take place before 31 July 2014.

As disclosed in the circular of the Company dated 18 October 2013, the Group is reassessing the existing property portfolio so as to adjust the location of the Group’s property projects. It is the Group’s intention to invest and develop property projects in the core region of Pearl River Delta and Hong Kong areas, to increase investments in properties with higher appreciation potential and to dispose of non-core properties with unsatisfactory yields.

As disclosed in the Group’s 2013 interim report dated 14 August 2013 and in the circular of the Company dated 18 October 2013, in addition to investing in and developing the existing businesses, the Group is open to any investment opportunity which offers high return and good prospects, such as environmental infrastructure projects (relating to water, electricity or gas, etc), financial services industry etc. In selecting projects, the Group will concentrate on projects with development prospect, high appreciation potential and steady cash-flow.

As at the Latest Practicable Date, the Company was considering an acquisition or investment opportunity in combined heat and power plant business which, if materialized, would constitute a major transaction of the Company. The Company is currently carrying out due diligence exercise on feasibility and structuring of the project and will comply with relevant provisions of the Listing Rules and the SFO, including those relating to inside information disclosure, if and when appropriate.

• 10 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group believes that the technology and know-how employed in its former fibreboard manufacturing and trading business, including the development and use of environmental-friendly equipment, facilities and infrastructure (such as combined heat and power plant, sewage facilities and water purification systems), would assist the Group in its intended investment in environmental infrastructure projects (relating to water, electricity or gas, etc).

Save as disclosed above, as at the Latest Practicable Date, the Group has no intention, negotiation, agreement, arrangement or understanding in relation to any disposal, scaling-down and/or termination of its existing businesses.

• 11 -

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DIRECTORS’ INTERESTS

As at the Latest Practicable Date, none of the Directors and the chief executives of the Company had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO); or (b) to be entered in the register maintained by the Company pursuant to section 352 of the SFO; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as contained in the Listing Rules.

3. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors has any direct or indirect interests in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since 31 December 2012, the date to which the latest published audited consolidated financial statements of the Group were made up.

4. DIRECTORS’ INTERESTS IN CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into a service contract with any member of the Group (excluding contracts expiring or determinable by relevant member of the Group within one year without payment of compensation, other than statutory compensation).

6. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation, arbitration or claims of material importance and no litigation, arbitration or claim of material importance was pending or threatened against any members of the Group.

• 12 -

GENERAL INFORMATION

APPENDIX II

7. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or their respective associates (as defined in the Listing Rules) had any interest in a business which competed or was likely to compete with the business of the Group.

8. MATERIAL CONTRACTS

The following contract (not being contract in the ordinary course of business) was entered into by the members of the Group within the two years immediately preceding the issue of this circular and is or may be material:–

• (i) the auction confirmation letter dated 31 January 2013 entered into between 佛山市公聯拍賣有 限公司, an auction company approved and wholly owned by the PRC Government, and 佛山 市順德區森澳貿易有限公司, a company established in the PRC, in respect of the disposal by 佛山市南海康盛木業有限公司 and 佛山市南海佳順木業有限公司 (being wholly-owned subsidiaries of the Company) to 佛山市順德區森澳貿易有限公司 of certain equipment and machines formerly used in respect of the Group’s former and discontinued business in manufacturing medium density fibreboards, at the consideration of RMB11,800,000, further details of which were set out in the announcement of the Company dated 1 February 2013.

9. GENERAL

• (a) The secretary of the Company is Mr. Lo Tai On, who is a member of the Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda.

• (c) The Company’s head office and principal place of business in Hong Kong is at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong.

• (d) The branch share registrar of the Company is Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (e) The English language text of this circular shall prevail over the Chinese language text in case of inconsistency.

• 13 -

GENERAL INFORMATION

APPENDIX II

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of each of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Unit 601, Tsim Sha Tsui Centre, 66 Mody Road, Tsimshatsui, Kowloon, Hong Kong during normal business hours up to and including the date of the SGM:–

• (i) the memorandum of association and bye-laws of the Company;

• (ii) the annual reports of the Company for each of the financial year ended 31 December 2010, 31 December 2011 and 31 December 2012 respectively;

• (iii) the interim report of the Company for the six months ended 30 June 2013;

• (iv) the material contract referred to in the section headed “Material Contracts” in this appendix; and

• (v) a copy of a circular issued by the Company on 18 October 2013.

• 14 -

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX III

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of China Investments Holdings Limited (the “ Company ”) will be held at the Garden Rooms, 2nd Floor, the Royal Garden, 69 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 27 February 2014 at 10:30 a.m. to consider and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:–

ORDINARY RESOLUTION

“ THAT the entering into of the joint venture agreement and the articles of association (collectively, the “ JV Documentation ”) dated 17 January 2014 by CIH Finance Investments Holdings Limited (“ CIH Finance ”), a wholly-owned subsidiary of the Company, with 廣東省粵科金融集團有限公司 (Guangdong Technology Financial Group Co., Ltd[] ), 廣東群興玩具股份有限公司(Guangdong Qunxing Toys Joint-Stock Co., Ltd[] ) and 中南恒展集團有限公司(Centenio Group Co., Ltd.[] ), the establishment of 廣東粵科融資租賃有限公司 (Guangdong Financial Leasing Co., Ltd.) (the “ JV Company* ”) and the performance of the terms and conditions by CIH Finance under the JV Documentation, including but not limited to the provision of RMB155,000,000 as 25% of the initial registered capital of the JV Company and all matters in connection therewith or incidental thereto be and are hereby approved, confirmed and ratified.”

By Order of the Board China Investments Holdings Limited YOU Guang Wu Chairman

Hong Kong, 11 February 2014

Head Office and Principal Place of Business:

Unit 601, Tsim Sha Tsui Centre 66 Mody Road Tsimshatsui Kowloon, Hong Kong

* For identification purpose only

• 15 -

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX III

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 48 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.

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