Modern Innovative Digital Technology Company Limited — Proxy Solicitation & Information Statement 2015

Jul 24, 2015

IMPORTANT

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Noble Century Investment Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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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NOBLE CENTURY INVESTMENT HOLDINGS LIMITED 仁 瑞 投 資 控 股 有 限 公 司 (Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

The Notice of Annual General Meeting of Noble Century Investment Holdings Limited to be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 24 August 2015 at 11:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you are able to attend the annual general meeting, please complete and return the enclosed form of proxy to the Company’s Branch Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the annual general meeting and voting in person should you so wish.

24 July 2015

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Director Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	— Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . .	8
Appendix III — Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– i –

DEFINITIONS

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

• ‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at ‘‘AGM’’ 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 24 August 2015 at 11:00 a.m.

• ‘‘Annual Report’’ the annual report of the Company for the year ended 31 March 2015

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Buyback Mandate’’ mandate to repurchase up to a maximum of 10% of the issued Shares of the Company as at the date of passing the relevant resolution no. 4 set out in Appendix III — notice of AGM to this circular

• ‘‘Bye-laws’’ the bye-laws of the Company ‘‘Company’’ Noble Century Investment Holdings Limited, a company incorporated in Bermuda with limited liability which shares are listed on the Stock Exchange

• ‘‘Director(s)’’ the directors of the Company

• ‘‘Group’’ the Company and all of its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

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

• ‘‘Issuance Mandate’’ mandate to allot, issue or deal with new Shares of an aggregate nominal amount of up to 20% of the issued Shares of the Company as at the date of passing the relevant resolution no. 5 set out in Appendix III — Notice of AGM to this circular

• ‘‘Latest Practicable Date’’ 20 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘Share(s)’’ share(s) of HK$0.10 each in the capital of the Company

– 1 –

DEFINITIONS

• ‘‘Shareholder(s)’’

• ‘‘Stock Exchange’’

• ‘‘Takeovers Code’’

the holder(s) of the Shares The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers

– 2 –

LETTER FROM THE BOARD

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NOBLE CENTURY INVESTMENT HOLDINGS LIMITED 仁 瑞 投 資 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

Executive Directors: Zheng Juhua (Chairman) Chan Chi Yuen

Independent Non-executive Directors:

Man Kwok Leung Yu Pak Yan, Peter Chi Chi Hung, Kenneth

Registered Office: Clarendon House 2 Church Street Hamilton HM II Bermuda

Head Office and Principal Place of Business in Hong Kong: Suite 1402, 14th Floor China Resources Building 26 Harbour Road Wanchai, Hong Kong

24 July 2015

To the Shareholders

Dear Sir or Madam,

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of Director; (ii) the granting of the Buyback Mandate to the Directors; (iii) the granting of the Issuance Mandate to the Directors; and (iv) the extension of the Issuance Mandate by adding to it the number of Shares repurchased by the Company under the Buyback Mandate.

The notice of Annual General Meeting is set out in Appendix III to this circular and contains full text of all the resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTOR

At each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation pursuant to the Company’s Bye-law 87. Any director appointed by the Board to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting pursuant to the Company’s Bye-law 86. In addition, the Listing Rules provide that every Director should be subject to retirement by rotation at least once every three years.

According to the above provisions, Executive Director Mr. Chan Chi Yuen and Independent Non-executive Director Mr. Chi Chi Hung, Kenneth will retire by rotation at the Annual General Meeting pursuant to the Company’s Bye-law 87 and the Listing Rules. All the retiring Directors, being eligible, offer themselves for re-election at the AGM. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 2 September 2014, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares. Such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates, that is the Buyback Mandate to repurchase up to a maximum of 10% of the issued Shares of the Company as at the date of passing the relevant resolution and the Issuance Mandate to allot, issue or deal with new Shares of an aggregate nominal amount of up to 20% of the issued Shares of the Company as at the date of passing the relevant resolution, to the Directors and to extend the Issuance Mandate by adding to it the number of Shares repurchased by the Company under the Buyback Mandate.

As at the Latest Practicable Date, the issued share capital of the Company was 405,120,000 Shares of HK$0.10 each. Subject to the passing of the resolutions approving the Buyback Mandate and Issuance Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed to repurchase a maximum of 40,512,000 Shares under the Buyback Mandate and to allot, issue or deal with 81,024,000 new Shares under the Issuance Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in relevant resolution set out in the notice of AGM contained in Appendix III to this circular. In accordance with the Listing Rules, an explanatory statement containing the required information to enable Shareholders to make an informed decision on whether to vote for or against the granting of the Buyback Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

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.

AGM

The AGM will be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 24 August 2015 at 11:00 a.m.. The AGM notice is set out on Appendix III of this circular.

A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Branch Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the AGM.

In accordance with Rule 13.39(4) of the Listing Rules, all resolutions proposed at the AGM will be taken by poll.

To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest that is required to abstain from voting on any of the resolutions to be proposed at the AGM.

RECOMMENDATION

The Directors consider that the Buyback Mandate, the granting and the extension of the Issuance Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions as set out in the notice of the AGM approving the Buyback Mandate, the granting and the extension of the Issuance Mandate.

Yours faithfully, For and on behalf of the Board

Noble Century Investment Holdings Limited Zheng Juhua Chairman

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DIRECTOR PROPOSED TO BE RE-ELECTED

APPENDIX I

Details of the Director who will retire and be proposed to be re-elected at the Annual General Meeting is provided below.

Mr. Chan Chi Yuen, aged 48, holds a bachelor degree with honours in Business Administration and a master of science degree in Corporate Governance and Directorship. He is a fellow of The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants and is an associate of The Institute of Chartered Accountants in England and Wales. He is a practicing certified public accountant and has extensive experience in financial management, corporate finance and corporate governance.

Mr. Chan was appointed to the Board as an executive Director and the chief executive officer in June 2011. He is currently an executive director of Co-Prosperity Holdings Limited (stock code: 707) and e-Kong Group Limited (stock code: 524). He is also an independent non-executive director of Asia Energy Logistics Group Limited (Stock code: 351), REX Global Entertainment Holdings Limited (formerly known as China Gamma Group Limited) (Stock code: 164), Jun Yang Solar Power Investments Limited (Stock code: 397), Media Asia Group Holdings Limited (Stock code: 8075), U-RIGHT International Holdings Limited (Stock code: 627) and New Times Energy Corporation Limited (Stock code: 166) (redesignated from nonexecutive director with effect from 18 May 2012). He was an executive director of South East Group Limited (Stock code: 726) from December 2013 to July 2015 and Kong Sun Holdings Limited (Stock code: 295) from February 2007 to November 2009 and from December 2011 to September 2013, and an independent non-executive director of China Sandi Holdings Limited (Stock code: 910) from September 2009 to July 2014.

As at the Latest Practicable Date, Mr. Chan does not have, and is not deemed to have 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 Securities and Futures Ordinance). He has no fixed term of service with the Company, which will continue thereafter until terminated by either party giving not less than one month’s prior notice. His director’s remuneration amounts to HK$160,000 per month with a discretionary bonus, subject to review by the Board from time to time with reference to prevailing market rates for the nature of services rendered.

Save as disclosed above, Mr. Chan does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; and (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information discloseable nor is/was Mr. Chan involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules and the Directors are not aware of any other matters regarding the re-election of Mr. Chan that needs to be brought to the attention of the Shareholders.

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DIRECTOR PROPOSED TO BE RE-ELECTED

APPENDIX I

Mr. Chi Chi Hung, Kenneth, aged 46, is an independent non-executive Director and the chairman of the Audit Committee of the Company since April 2011. He has over 20 years of experience in accounting and financial control area. He holds a Bachelor of Accountancy Degree from the Hong Kong Polytechnic University and is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom, an associate member of the Hong Kong Institute of Certified Public Accountants, the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom. Mr. Chi is not related to any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Chi is currently an executive director of e-Kong Group Limited (stock code:524), Ceneric (Holdings) Limited (stock code: 542) and Guocang Group Limited (stock code: 559) and a non-executive director of China Sandi Holdings Limited (stock code: 910) (redesignated from executive director with effect from 31 January 2015) and an independent non-executive director of Hong Kong Life Sciences and Technologies Group Limited (stock code: 8085), Aurum Pacific (China) Group Limited (stock code: 8148), China Natural Investment Company Limited (stock code: 8250), Perfect Shape (PRC) Holdings Limited (stock code: 1830) and L’sea Resources International Holdings Limited (stock code: 195). He was an executive director of GET Holdings Limited (formerly known as M Dream Inworld Limited) (stock code: 8100) from July 2010 to June 2014 and an independent non-executive director of Everchina International Holdings Company Limited (formerly known as Interchina Holdings Company Limited) (stock code: 202) from October 2011 to August 2012.

As at the Latest Practicable Date, Mr. Chi does not have, and is not deemed to have 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 Securities and Futures Ordinance). He has no fixed term of service with the Company, which will continue thereafter until terminated by either party giving not less than one month’s prior notice. His director’s remuneration amounts to HK$10,000 per month, subject to review by the Board from time to time with reference to prevailing market rates for the nature of services rendered.

Save as disclosed above, Mr. Chi does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; and (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information discloseable nor is/was Mr. Chi involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules and the Directors are not aware of any other matters regarding the re-election of Mr. Chi that needs to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX II

The following in an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the granting of the Buyback Mandate.

SHARE CAPITAL AND EXERCISE OF THE BUYBACK MANDATE

Under the Buyback Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the relevant resolution granting the Buyback Mandate. The Company’s authority is restricted to purchase in accordance with the Listing Rules. As at the Latest Practicable Date, there were in issue an aggregate of 405,120,000 Shares. Exercise in full of the Buyback Mandate, on the basis that no further Shares would be issued or repurchased prior to the date of the Annual General Meeting, would accordingly result in up to 40,512,000 Shares being repurchased by the Company. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.

REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any shares, they believe that the flexibility afforded by the Buyback Mandate would be beneficial to the Company and its shareholders. At any time in the future when shares are trading at a discount to their underlying value, the ability of the Company to repurchase shares will be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of shares repurchased by the Company.

FUNDING OF REPURCHASES

In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and all applicable laws, including the laws of Bermuda.

Bermuda law provides that the purchase of shares may only be effected out of the capital paid up on the shares to be repurchased, out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares of the Company made for the purpose of the repurchase. Any premium payable over the par value of the shares of the Company to be repurchased must be provided for out of the funds of the Company which would otherwise be available for dividend or distribution or out of the Company’s share premium account before the shares are repurchased.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report of the Company for the year ended 31 March 2015) in the event that the Buyback Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of shares to be

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX II

repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the Buyback Mandate in accordance with the Listing Rules and laws of Bermuda.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a substantial shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a shareholder, or group of shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of such increase, could increase, obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column ‘‘Before repurchase’’ while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolutions in relation to the Buyback Mandate to be proposed at the AGM (and assuming that the issued share capital of the Company remains unchanged up to the date of the AGM) is shown under the column ‘‘After repurchase’’.

	Before	After
	repurchase	repurchase
Superb Smart Limited (Note)	35.15%	39.06%
Ms. Zheng Juhua (Note)	35.15%	39.06%

Note: These represent 142,400,000 shares held by Superb Smart Limited, a company wholly and beneficially owned by Ms. Zheng Juhua, an executive Director.

On the basis that there is no change in the issued and fully paid up share capital of the Company prior to the AGM, in the event that the Directors exercise in full the Buyback Mandate, the interests of the above substantial Shareholder would be increased to such percentages shown in the last column above.

As at the Latest Practicable Date, Superb Smart Limited is interested in approximately 35.15% of the existing issued share capital of the Company. In the event that the Directors should exercise in full of the Buyback Mandate, the interests of Superb Smart Limited will be increased to 39.06% of the issued share capital of the Company and such increase would be treated as an acquisition for the purpose of Takeovers Code and give rise to an obligation to

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX II

make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to repurchase Shares to such an extent that it will trigger any obligation to make a mandatory offer under the Takeovers Code.

DISCLOSURE OF INTEREST

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

As at the Latest Practicable Date, the Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares or that they have undertaken not to sell any Shares held by them to the Company in the event that the Buyback Mandate is approved by the Shareholders.

SHARES REPURCHASES MADE BY THE COMPANY

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

MARKET PRICES OF SHARES

The highest and lowest market prices for Shares recorded on the Stock Exchange during each of the previous twelve months were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2014
June	0.081	0.071
July	0.920	0.710
August	0.830	0.730
September	1.380	0.760
October	1.140	0.770
November	1.060	0.780
December	0.890	0.480
2015
January	1.000	0.620
February	0.690	0.530
March	0.640	0.495
April	3.250	0.550
May	3.000	1.930
June	2.390	1.800
July (up to the Latest Practicable Date)	2.470	0.870

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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NOBLE CENTURY INVESTMENT HOLDINGS LIMITED 仁 瑞 投 資 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the ‘‘Annual General Meeting’’) of Noble Century Investment Holdings Limited (the ‘‘Company’’) will be held at 3/F, Nexxus Building, 77 Des Voeux Road, Central, Hong Kong on Monday, 24 August 2015 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company and of the auditors of the Company for the year ended 31 March 2015;

2. (a) To re-elect Mr. Chan Chi Yuen as executive director of the Company;

3. (b) To re-elect Mr. Chi Chi Hung, Kenneth as independent non-executive director of the Company; and

4. (c) To authorise the board of directors of the Company to fix the remuneration of the directors;

5. To re-appoint Lau & Au Yeung C.P.A. Limited as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration;

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

‘‘THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase the Shares (the ‘‘Shares’’) of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange and all applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the total nominal amount of Shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.’’;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT

• (a) pursuant to the Rules (the ‘‘Listing Rules’’) Governing the Listing of Securities on the Stock Exchange, the exercise by the directors (the ‘‘Directors’’) of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options which would or might require Shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where Shares are offered or warrants, options or other securities giving rights to subscribe for Shares are offered or issued to shareholders on a fixed record date in proportion to their then holdings of shares (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 recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/ or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of Shares or rights to acquire Shares, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, the total nominal amount of additional Shares to be allotted, issued, dealt with or agreed conditionally or unconditionally to be allotted, issued or

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

dealt with shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and

• (b) 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.’’; and

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT the general mandate granted to the Directors pursuant to resolution no. 5 above and for the time being in force to exercise the powers of the Company to allot Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of Shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the powers of the Company to purchase such Shares since the granting of such general mandate referred to in the above resolution no. 4, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution.’’

By order of the Board Noble Century Investment Holdings Limited Zheng Juhua Chairman

Hong Kong, 24 July 2015

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (a) As at the date hereof, the Board comprises Ms. Zheng Juhua and Mr. Chan Chi Yuen as executive directors and Mr. Man Kwok Leung, Mr. Yu Pak Yan, Peter and Mr. Chi Chi Hung, Kenneth as independent nonexecutive directors.

• (b) Where there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

• (c) The Register of Members of the Company will be closed from Thursday, 20 August 2015 to Monday, 24 August 2015 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to attend the Annual General Meeting, all transfers of shares of the Company accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 19 August 2015.

• (d) A shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (e) To be valid, a form of proxy and the instrument appointing the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s Branch Registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or the adjournment thereof.

• (f) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in this Notice will be decided by poll at the meeting. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

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