Minshang Creative Technology Holdings Limited — Proxy Solicitation & Information Statement 2018

Aug 6, 2018

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your shares in Food Wise Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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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FOOD WISE HOLDINGS LIMITED

膳源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1632)

(1) PROPOSED SHARE SUBDIVISION (2) PROPOSED CHANGE OF COMPANY NAME AND

(3) NOTICE OF EGM

Capitalised terms used in this cover page shall have the same meaning as those defined in this circular.

A notice convening the EGM (as defined herein) of the Company to be held at Units 4428-4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong, at 10:30 a.m. on Friday, 24 August 2018 is set out on pages 12 to 13 of this circular of the Company.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the form of proxy will be deemed to be revoked.

7 August 2018

CONTENTS

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“Board”

the board of Directors

• “Business Day”

a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Change of Company Name”

the proposed change of English name of the Company from “Food Wise Holdings Limited” to “Minshang Creative Technology Holdings Limited” and the proposed change of the dual foreign name of the Company in Chinese from “膳 源控股有限公司” to “民商創科控股有限公司”

“Company”

• Food Wise Holdings Limited, a company incorporated in the Cayman Islands with limited liability with its securities listed on the Main Board of the Stock Exchange

“Director(s)”

director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company to be convened and held on Friday, 24 August 2018 at 10:30 a.m. at Units 4428-4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong for approving, among other things, the Share Subdivision

• “Group”

the Company and its subsidiaries

“HKSCC”

Hong Kong Securities Clearing Company Limited

“Hong Kong”

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

– 1 –

DEFINITIONS

“Latest Practicable Date”	2 August 2018, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Share(s)”	the ordinary share(s) in the issued and unissued share
	capital of the Company, the par value of which being
	HK$0.01 each prior to completion of the Share Subdivision
“Shareholder(s)”	the holder(s) of the Share(s) and/or the Subdivided Share(s)
	(as the case may be)
“Share Option(s)”	the share options to be granted under the Share Option
	Scheme entitling the holders thereof to subscribe for
	Share(s) or Subdivided Share(s) (as the case may be)
“Share Option Scheme”	the share option scheme of the Company adopted on 8
	November 2016 which became effective on 29 November
	2016
“Share Subdivision”	the proposed subdivision of every one (1) existing issued
	and unissued Share into four(4) Subdivided Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Share(s)”	ordinary share(s) of par value of HK$0.0025 each in the
	share capital of the Company upon completion of the Share
	Subdivision
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision is set out below:

Latest time for lodging transfers of shares to qualify for

attending the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 20 August 2018 Closure of register of members for the purpose of determining members who are entitled to attend the EGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 August 2018 to Friday, 24 August 2018 Latest time for lodging form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Wednesday, 22 August 2018

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Friday, 24 August 2018 Publication of the announcement of the results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 August 2018

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Subdivision as set out in the section headed “Conditions of the Share Subdivision” of this circular.

Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 August 2018 First day of free exchange of the existing share certificates for

the new share certificates for the Subdivided Shares . . . . . . . . . . . . . . . Monday, 27August 2018 Dealing in Subdivided Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 August 2018 Original counter for trading in Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 August 2018

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EXPECTED TIMETABLE

Temporary counter for trading in Subdivided Shares in board lot size of 8,000 Subdivided Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 27 August 2018 Original counter for trading in Subdivided Shares in board lots of 2,000 Subdivided Shares (in the form of new share certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 10 September 2018 Parallel trading in the Shares and Subdivided Shares (in the form of existing share certificates and new share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 10 September 2018 Temporary counter for trading in Subdivided Shares in board lot size of 8,000 Subdivided Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 2 October 2018 Parallel trading in the Shares and Subdivided Shares (in the form of existing share certificates and new share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 2 October 2018 Free exchange of the existing share certificates for the new share certificates for the Subdivided Shares ends . . . . . . . . . . . on Thursday, 4 October 2018

All dates and times stated in this circular refer to Hong Kong dates and times. Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated expected timetable for the Share Subdivision will be announced as and when appropriate.

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LETTER FROM THE BOARD

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FOOD WISE HOLDINGS LIMITED 膳源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1632)

Executive Directors: Mr. Wu Jiangtao Mr. Lu Sheng Hong Ms. Li Jia Mr. Wat Tat Fei

Non-Executive Director:

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Mr. Wong Stacey Martin

Independent Non-Executive Directors: Mr. Ko Po Ming Mr. Choi Tze Kit, Sammy Mr. Cheung Miu Mr. Cheung Pak To, Patrick

Head Office and Principal Place of Business in Hong Kong: Units 4428-4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong

7 August 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE SUBDIVISION, PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 24 July 2018 in relation to, among other things, the Share Subdivision and the Change of Company Name.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) details of the Share Subdivision; (ii) details of the Change of Company Name; and (iii) a notice convening the EGM.

PROPOSED SHARE SUBDIVISION

The Board proposes to implement the Share Subdivision by subdividing every one (1) existing issued and unissued Share in the share capital of the Company into four (4) Subdivided Shares.

Effects of the Share Subdivision

As at the Latest Practicable Date, the authorised share capital of the Company is HK$10,000,000 divided into 1,000,000,000 Shares of par value of HK$0.01 each, of which 200,000,000 Shares are issued and credited as fully paid. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Subdivision becoming effective, the authorised share capital of the Company will become HK$10,000,000 divided into 4,000,000,000 Subdivided Shares of par value of HK$0.0025 each, of which 800,000,000 Subdivided Shares will be in issue and are credited as fully paid.

Upon the Share Subdivision becoming effective, all Subdivided Shares will rank pari passu with each other in all respects and the Share Subdivision will not result in any change in the relevant rights of the Shareholders.

The Shares are currently traded in the board lots of 2,000 Shares. Upon the Share Subdivision becoming effective, the board lot size for trading will remain unchanged in board lots of 2,000 Subdivided Shares. The Share Subdivision is not expected to result in any odd lots other than those that already exist.

As at the Latest Practicable Date, the Company does not have any Share Options outstanding under the Share Option Scheme or any other outstanding derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

• (a) the passing of an ordinary resolution to approve the Share Subdivision by the Shareholders at the EGM; and

• (b) the Stock Exchange granting the approval to the listing of, and permission to deal in, the Subdivided Shares.

The Share Subdivision will become effective after the conditions of the Share Subdivision above are fulfilled.

– 6 –

LETTER FROM THE BOARD

Listing application

An application will be made by the Company to the Stock Exchange for the listing of and the permission to deal in the Subdivided Shares.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the securities of the Company is listed or dealt in on which listing or permission to deal in is being or is proposed to be sought on any other stock exchanges other than the Stock Exchange.

Free exchange of share certificates and trading arrangement

Subject to the Share Subdivision becoming effective, which is expected to be on Monday, 27 August 2018, Shareholders may, during the period from Monday, 27 August 2018 to Thursday, 4 October 2018 (both days inclusive) between 9:00 a.m. and 4:00 p.m. on any Business Day, submit share certificates for the existing Shares in yellow colour to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the Subdivided Shares in blue colour. After the expiry of such period, each share certificate for the existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate issued for the Subdivided Shares or each share certificate for the existing Shares submitted for cancellation, whichever the number of share certificates issued or cancelled is higher.

– 7 –

LETTER FROM THE BOARD

The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 2 October 2018 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Subdivided Shares on the basis of one Share for four Subdivided Shares.

It is expected that the new share certificates will be available for collection within a period of ten Business Days after the submission of the existing share certificates to the Company’s branch share registrar and transfer office in Hong Kong for exchange.

REASONS FOR THE SHARE SUBDIVISION

Upon the Share Subdivision becoming effective, the par value of each share of the Company will decrease and the total number of shares of the Company in issue will increase. As a result, the Share Subdivision is expected to result in reducing the trading price of each share in the Company correspondingly which would appeal to more investors. The Board believes that the Share Subdivision will improve the liquidity in trading of the shares in the Company and thereby widen its Shareholder base. Based on the closing price of HK$9.35 per Share as at the Latest Practicable Date, (i) the market value per board lot of 2,000 existing Shares is HK$18,700; and (ii) the value of each board lot of 2,000 Subdivided Shares, with a theoretical adjusted price of HK$2.3375 per Subdivided Share assuming the Share Subdivision had already become effective, would be approximately HK$4,675. The Share Subdivision will reduce the minimum purchase price of each board lot of Shares.

Save for the expenses to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will have no material effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business operations, management or financial position of the Company or the interests of the Shareholders. The Directors believe that the Share Subdivision will not have any material adverse effect on the financial position of the Group.

As at the Latest Practicable Date, the Company has no intention to enter, and has not entered, into any agreement, arrangement, understanding and negotiation (concluded or otherwise) on any potential fund raising activities or corporate actions in the next twelve months which may have an effect of undermining or negating the intended purpose of the Share Subdivision. Nevertheless, the Company does not obviate the possibility of conducting fund raising activities in the future to finance its business development and expansion as and when necessary.

In view of the above, the Board considers that the Share Subdivision is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Food Wise Holdings Limited” to “Minshang Creative Technology Holdings Limited” and to change the dual foreign name of the Company in Chinese from “膳源控股有限公司” to “民商創科控股有限公司”.

– 8 –

LETTER FROM THE BOARD

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

• (i) the passing of the necessary special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reason for the Change of Company Name

The Board considers that the Change of Company Name will reflect the current status of the Group and its direction of future development better. The Board believes that the new English and Chinese names of the Company will provide the Company with a new corporate image which will benefit the Company’s future business development. Therefore, the Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The Change of Company Name, upon becoming effective, will not in any way affect any of the rights of the Shareholders. All the existing share certificates of the Company then in issue (including the existing share certificates and the post-Subdivided Share certificates) bearing the present name of the Company will, after the Change of Company Name becoming effective, continue to be effective as evidence of title to the Shares. There will not be any arrangement for free exchange of the share certificates then in issue bearing the old names of the Company for new share certificates bearing the new names of the Company. Any issue of new share certificates will be under the new English and dual foreign name in Chinese of the Company.

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LETTER FROM THE BOARD

Thereafter, existing share certificates for the existing Shares and in the existing name of the Company and post-Subdivided Share certificates for the Subdivided Shares and in the existing name of the Company will continue to be good evidence of legal title, and may be exchanged for new share certificates issued in the new names of the Company at any time at the expense of the Shareholders. Each share certificate for exchange will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate or each share certificate submitted for cancellation, whichever the number of certificates issued or cancelled is higher. It is expected that the new share certificates printed in the Company’s new names will be available for collection within 10 Business Days from the date of submission of the existing share certificates to the Share Registrar for exchange.

The post-Subdivided share certificates for the Subdivided Shares and in the existing names of the Company will continue to be valid and accepted for delivery, trading, settlement and registration purposes.

The Company will make further announcement(s) on the Change of Company Name upon the proposed Change of Company Name become effective.

EGM

An ordinary resolution to approve the Share Subdivision and a special resolution to approve the Change of Company Name will be proposed at the EGM.

The EGM will be held at 10:30 a.m. on Friday, 24 August, 2018 at Units 4428-4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong for the purpose of considering and, if thought fit, approving the Share Subdivision and the Change of Company Name. The notice convening the EGM is set out on pages 12 to 13 of this circular.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as no Shareholders have a material interest in the Share Subdivision and the Change of Company Name, which is different from that of the other Shareholders, no Shareholders will be required to abstain from voting on the resolution to be proposed at the EGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. An announcement on the poll vote results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.

– 10 –

LETTER FROM THE BOARD

A form of proxy for the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.com.hk) and the Company (foodwise.todayir.com). Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the form of proxy to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the meeting or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you wish and, in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed Share Subdivision and the proposed Change of Company Name are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolutions as set out in the notice of EGM.

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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein misleading.

By order of the Board Food Wise Holdings Limited Wu Jiangtao Chairman

– 11 –

NOTICE OF EGM

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FOOD WISE HOLDINGS LIMITED

膳源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1632)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Food Wise Holdings Limited (the “ Company ”) will be held at Units 4428-4430, 44/F, Champion Tower, 3 Garden Road, Central, Hong Kong on Friday, 24 August 2018 at 10:30 a.m. for the purposes of considering and, if thought fit, passing and approving the following resolutions:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Subdivided Shares (as defined below), each of the issued and unissued ordinary shares of par value of HK$0.01 each be and is hereby subdivided into four (4) ordinary shares of par value of HK$0.0025 each (the “ Subdivided Shares ”) with effect from the business day immediately following the date on which this resolution is passed, being a day on which the Stock Exchange is open for business of dealing in securities (the “ Share Subdivision ”), and that any director of the Company (“ Director ”) be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by the Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in and/or for implementation of the Share Subdivision including but not limited to, cancelling any existing share certificates and issuing new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision.”

– 12 –

NOTICE OF EGM

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the issuance of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Food Wise Holdings Limited” to “Minshang Creative Technology Holdings Limited” and to change the dual foreign name of the Company in Chinese from “膳源控股有限公司” to “民商創科控股有限公司” and any one director of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he or she may in his or her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board Food Wise Holdings Limited Wu Jiangtao Chairman

Hong Kong, 7 August 2018

1. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/her/it at the EGM and the appointment shall specify the number of shares in respect of which such proxy is so appointed. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. In case of joint holders of any share, any one of such joint holders may vote, whether in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. The resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

6. As at the date of this notice, the executive Directors are Mr. Wu Jiangtao, Mr. Lu Sheng Hong, Ms. Li Jia and Mr. Wat Tat Fei; the non-executive Director is Mr. Wong Stacey Martin; and the independent non-executive Directors are Mr. Ko Po Ming, Mr. Choi Tze Kit, Sammy, Mr. Cheung Miu and Mr. Cheung Pak To, Patrick.

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