MOG Digitech Holdings Limited — AGM Information 2012

Mar 27, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 770)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the Company will be held at Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 10:30 a.m. on 26 April 2012 for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2011.

2. To approve and declare a final dividend for the year ended 31 December 2011.

3. To re-elect directors and to fix their remuneration.

4. To re-appoint auditors and to authorize the Board of Directors to fix their remuneration.

As special business, to consider and if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

3. (b) the manner in which the shares in the capital of the Company may be repurchased shall be at the discretion of the directors of the Company as they may from time to time see fit provided that such repurchases shall be effected by on-market purchases on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases and in accordance with the relevant rules of The Stock Exchange of Hong Kong Limited or such other exchange and the aggregate nominal amount of the shares in the capital of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

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• (c) for the purpose of this Resolution:

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

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

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

  - (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.”

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (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 of shares or rights to acquire shares of the Company, (iii) any scrip dividend 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 Articles of Association of the Company, shall not exceed the aggregate of:

   • (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, plus

   • (ii) Subject to passing of the following Ordinary Resolution (7), the number of shares in the capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of shares in the capital of the Company in issue at the date of passing of this Resolution), and the said approval shall be limited accordingly; and

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• (d) for the purpose of this Resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.

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

1. “ THAT the directors of the Company be and are hereby authorized to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution 6 in the notice of this meeting in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution.”

2. “ THAT the existing restriction on geographical focus of the Company’s direct investments, namely that the Company shall not make direct investments in aggregate exceeding 30 per cent (30%) of its net assets at the time of investment outside Shanghai, Jiangsu Province and Zhejiang Province of the People’s Republic of China, be relaxed in full so that the Company may invest any portion of its net assets in investments arising in any parts of the Greater China Region (as hereinafter defined) as the board finds fit.”

As special business, to consider and, if thought fit, pass the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

• 9(a). THAT the following definition be added lexicographically into Article 2 of the Articles of Association of the Company:

““Greater China Region” means the region consisting of the People’s Republic of China (including Hong Kong Special Administrative Region and Macau Special Administrative Region) and the Republic of China.”

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• (b) THAT Article 5(a) of the Articles of Association of the Company be and it is hereby deleted in its entirety and replaced with the following:

• “5(a) The principal investment objective of the Company is to achieve long term capital appreciation through direct investments in the Greater China Region, primarily in existing or newly established Sino-foreign equity joint ventures or co-operative joint venture enterprises, joint stock companies, wholly foreign-owned enterprises or other vehicles authorized under applicable law for foreign investment. This principal investment objective, which shall be adopted by the Board, shall not be amended in any material way for a period of three years from the date of adoption by the Board without the prior consent of an Ordinary Resolution in general meeting.”

By Order of the Board Andrew K. W. Liang Company Secretary

Hong Kong, 28 March 2012

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with a 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 must be lodged at the Company’s registrar in Hong Kong, Tricor Secretaries Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the Meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Meeting or any adjourned meeting should he so wish.

3. The Register of Members of the Company will be closed as follows:

4. (a) For determining the right to attend and vote at the Company’s annual general meeting to be held on 26 April 2012: from 19 April 2012 to 26 April 2012 (both days inclusive). In order to qualify for the attending and voting, all transfers accompanied by the relevant share certificates must be lodged with the Registrars of the Company, Tricor Secretaries Limited (“Tricor”) at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration no later than 4:00 p.m. on 18 April 2012;

5. (b) For determining the entitlement to the proposed final dividend: from 4 May 2012 to 7 May 2012 (both days inclusive). In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with Tricor for registration no later than 4:00 p.m. on 3 May 2012.

6. In relation to Resolution 3, the retiring directors standing for re-election at the Meeting are Mr. YICK Wing Fat, Simon, Mr. CHEN Chi-chuan and Mr. TSENG Ta-mon. Biographical details of the above directors are disclosed in Appendix II to the circular dated 28 March 2012 to be dispatched to members of the Company together with this notice and the 2011 Annual Report.

7. In relation to Resolution 5, an explanatory statement on share repurchase (as required by the Listing Rules) is set out in Appendix I to the Circular.

As at the date of this announcement, the Board comprises Dr. WANG Ching and Mr. WU Bin as executive directors; Dr. HUA Min, Mr. ONG Ka Thai and Mr. YICK Wing Fat, Simon as independent non-executive directors; and Mr. CHEN Chi-chuan, Mr. LEE Tien-chieh, Mr. TSENG Ta-mon and Dr. ZHU Zhongqun as non-executive directors.

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