National Electronics Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 19, 2013

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 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 your Shares, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Falcon Room, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 23rd May, 2013 at 10:00 a.m. is set out on pages 12 to 15 of this circular. A form of proxy for the Annual General Meeting is enclosed with this circular for despatch to the Shareholders together with the annual report of the Company for the year ended 31st December, 2012. Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) should you so wish.

22nd April, 2013

CONTENTS

	Page
Definitions......................................................................................................................................	ii
Letter from the Board..................................................................................................................	1
Appendix — Explanatory Statement for the Repurchase Mandate..............................	9
Notice of Annual General Meeting.............................................................................................	12

Should there be any discrepancy between English and Chinese versions, the English version shall prevail.

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Falcon Room, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 23rd May, 2013 at 10:00 a.m. or any adjournment thereof (as the case may be), notice of which is set out on pages 12 to 15 of this circular

• “associate(s)”

has the same meaning as ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Bye-laws”

the bye-laws of the Company

• “Company”

Chinese Estates Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “connected person(s)”

has the same meaning as ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company from time to time

• “General Mandate”

• a general and unconditional mandate to the Directors to issue, allot and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Group”

the Company and its subsidiaries from time to time

• “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

• “Latest Practicable Date”

• 16th April, 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– ii –

DEFINITIONS

“Repurchase Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase issued and fully-paid up Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers “%” per cent.

– iii –

LETTER FROM THE BOARD

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

Executive Directors: Joseph Lau, Luen-hung (Chairman and Chief Executive Officer) Chan, Sze-wan Lam, Kwong-wai Lui, Lai-kwan

Non-executive Directors: Lau, Ming-wai (Vice Chairman) Amy Lau, Yuk-wai

Independent Non-executive Directors: Chan, Kwok-wai Phillis Loh, Lai-ping Ma, Tsz-chun

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal Office in Hong Kong: 26th Floor MassMutual Tower 38 Gloucester Road Wanchai Hong Kong

22nd April, 2013

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of the Annual General Meeting as set out on pages 12 to 15 of this circular, and information regarding certain ordinary resolutions to be proposed at the Annual General Meeting to enable the Shareholders to make an informed decision on whether to vote for or against those resolutions.

– 1 –

LETTER FROM THE BOARD

The resolutions include (i) granting to the Directors the Repurchase Mandate; (ii) granting to the Directors a general and unconditional mandate (a) to issue new Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution and (b) to issue additional new Shares in an amount not exceeding the aggregate nominal amount of Shares repurchased pursuant to the Repurchase Mandate; (iii) approving the reelection of Directors; and (iv) approving the re-appointment of auditor.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. The maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution subject to the Listing Rules. The Repurchase Mandate will lapse on the earliest of, the date of the next annual general meeting, or the date by which the next annual general meeting of the Company is required to be held by laws and/or the Bye-laws, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate which is set out in the appendix to this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to issue, allot and deal with new Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue additional new Shares in an amount not exceeding the aggregate nominal amount of the Shares repurchased pursuant to the Repurchase Mandate.

– 2 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to Bye-laws 94 and 111 of the Bye-laws, Ms. Chan, Sze-wan, Mr. Lam, Kwong-wai, Ms. Amy Lau, Yuk-wai, Ms. Lui, Lai-kwan and Mr. Ma, Tsz-chun will retire from office as Directors at the Annual General Meeting and being eligible, offer themselves for re-election. Details of the Directors who are proposed to be re-elected at the Annual General Meeting are as follows:

Ms. Chan, Sze-wan

Aged 34, joined the Group in 2002 and has been appointed as an Executive Director of the Company since 12th June, 2012. She also acts as a director of certain subsidiaries of the Company. Ms. Chan is the Manager of Sales and Leasing Department as well as the Assistant Sales and Marketing Manager of Cosmetics Department responsible for Two Girls products. Ms. Chan holds a Bachelor Degree of Business Administration from University of Management and Technology, United States of America. She is responsible for the Group’s marketing and properties’ sales and leasing affairs. Ms. Chan has over 10 years of experience in sales and marketing. She is the elder sister of Ms. Chan, Hoi-wan, an associate of Mr. Joseph Lau, Luenhung, the Chairman and Chief Executive Officer of the Company.

No service contract has been entered into between the Company and Ms. Chan. She was not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws. Ms. Chan is entitled to a remuneration of HK$540,000 per annum which was determined by the Board with reference to her duties and responsibilities as well as the prevailing market condition and is subject to annual review. She is entitled to a discretionary bonus approved by the Board.

Save as disclosed above, Ms. Chan does not hold any other position with the Group; and is not connected and has no other relationship with any Director, senior management or substantial or controlling shareholder of the Company. She did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Ms. Chan did not hold any directorship in other listed public company in the last three years before the Latest Practicable Date.

There is nothing required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter which needs to be brought to the attention of the Shareholders in connection with Ms. Chan’s re-election.

Mr. Lam, Kwong-wai

Aged 57, joined the Group in 1989 and has been appointed as an Executive Director of the Company since 12th June, 2012. He is the Group Financial Controller and Company Secretary of the Company and acts as a director of certain subsidiaries of the Company. Mr. Lam has been appointed as a non-executive director of Chi Cheung Investment Company, Limited since 7th February, 2013 and was a non-executive director of G-Prop (Holdings) Limited for the period from 14th August, 2012 to 7th March, 2013, the shares of these companies are

– 3 –

LETTER FROM THE BOARD

listed on the Stock Exchange. Mr. Lam is a Certified Public Accountant (Practising) and holds a Master Degree of Business Administration from the University of Warwick, United Kingdom. He has over 35 years of experience in auditing, finance and accounting.

No service contract has been entered into between the Company and Mr. Lam. He was not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws. Mr. Lam is entitled to a remuneration of HK$1,656,000 per annum which was determined by the Board with reference to his duties and responsibilities as well as the prevailing market condition and is subject to annual review. He is entitled to a discretionary bonus approved by the Board.

Save as disclosed above, Mr. Lam did not hold any directorship in other listed public company in the last three years before the Latest Practicable Date; and does not hold any other position with the Group. He is not connected and has no relationship with any Director, senior management or substantial or controlling shareholder of the Company. Mr. Lam did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There is nothing required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter which needs to be brought to the attention of the Shareholders in connection with Mr. Lam’s re-election.

Ms. Amy Lau, Yuk-wai

Aged 60, has been a non-executive Director of the Company since 28th September, 2004. Ms. Lau is also a non-executive director of Lifestyle International Holdings Limited, the shares of which are listed on the Stock Exchange. She is registered with the Royal College of Dental Surgeons of Ontario, Canada and a practising dentist in Ontario. Ms. Lau holds a Bachelor Degree of Science and a Doctor Degree of Dental Surgery from the University of Toronto, Canada. She is the younger sister of Mr. Joseph Lau, Luen-hung, the Chairman and Chief Executive Officer of the Company, and the aunt of Mr. Lau, Ming-wai, the Vice Chairman and a Non-executive Director of the Company.

No service contract has been entered into between the Company and Ms. Lau. She was not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws. Ms. Lau is entitled to a director’s fee of HK$240,000 per annum which was determined by the Board with reference to her duties and responsibilities as well as the prevailing market condition and is subject to annual review.

Save as disclosed above, Ms. Lau did not hold any directorship in other listed public company in the last three years before the Latest Practicable Date; does not hold any other position with the Group; and is not connected and has no other relationship with any Director, senior management or substantial or controlling shareholder of the Company. She did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

– 4 –

LETTER FROM THE BOARD

There is nothing required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter which needs to be brought to the attention of the Shareholders in connection with Ms. Lau’s re-election.

Ms. Lui, Lai-kwan

Aged 36, joined the Group from 2001 to 2005 and participated in the Group’s property leasing business in Hong Kong and Mainland China. She has been appointed as an Executive Director of the Company since 13th July, 2012. Ms. Lui holds a Doctor Degree of Philosophy in Chemistry from King’s College London. She is a member of the 12th Beijing Municipal Committee of the Chinese People’s Political Consultative Conference, an Honorary Trustee of Peking University and a member of Hospital Governing Committee of Pamela Youde Nethersole Eastern Hospital, Hong Kong. Ms. Lui has extensive experience in property investment. She is responsible for overseeing the Group’s investment projects in Mainland China and overseas. She is an associate of Mr. Joseph Lau, Luen-hung, the Chairman and Chief Executive Officer of the Company.

No service contract has been entered into between the Company and Ms. Lui. She was not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws. Ms. Lui is entitled to a director’s fee of HK$600,000 per annum which was determined by the Board with reference to her duties and responsibilities as well as the prevailing market condition and is subject to annual review.

Save as disclosed above, Ms. Lui does not hold any other position with the Group; and is not connected and has no other relationship with any Director, senior management or substantial or controlling shareholder of the Company. She did not hold any directorship in other listed public company in the last three years before the Latest Practicable Date.

The children of Ms. Lui (both under the age of 18) are eligible beneficiaries of a discretionary trust which is interested in 230,984,820 Shares as at the Latest Practicable Date. Her children are also eligible beneficiaries of another discretionary trust which is interested in 1,199,715,948 Shares as at the Latest Practicable Date. Therefore, Ms. Lui is deemed to be interested in the same parcel of Shares held by these discretionary trusts. Apart from these, Ms. Lui does not have any other interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There is nothing required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter which needs to be brought to the attention of the Shareholders in connection with Ms. Lui’s re-election.

– 5 –

LETTER FROM THE BOARD

Mr. Ma, Tsz-chun

Aged 47, has been an independent non-executive Director of the Company since 21st November, 2008. He is a member of the audit committee, remuneration committee, nomination committee and special committee of the Company. Mr. Ma is a Certified Public Accountant (Practising) and has over 25 years of experience in auditing, finance and accounting industries. He is currently a director of ACE (CPA) Limited and a director and the general manager of Sino-Bridge China Consulting Limited. Mr. Ma holds a Master of Science Degree in E-Commerce (Business Programme) and a Master Degree in Business Administration, both from The Chinese University of Hong Kong as well as a Master of Science Degree in China Business Studies from The Hong Kong Polytechnic University. Mr. Ma is a fellow member of The Association of Chartered Certified Accountants in the United Kingdom, an associate member of Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries respectively.

No service contract has been entered into between the Company and Mr. Ma. He was not appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws. Mr. Ma is entitled to a director’s fee of HK$240,000 per annum which was determined by the Board with reference to his duties and responsibilities as well as the prevailing market condition and is subject to annual review.

Save as disclosed above, Mr. Ma does not hold any other position with the Group. He is not connected and has no relationship with any Director, senior management or substantial or controlling shareholder of the Company. Mr. Ma did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. He did not hold any directorship in other listed public company in the last three years before the Latest Practicable Date.

There is nothing required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter which needs to be brought to the attention of the Shareholders in connection with Mr. Ma’s re-election.

In March 2013, the nomination committee reviewed the performance of Ms. Chan, Mr. Lam, Ms. Lau, Ms. Lui and Mr. Ma and confirmed that they had contributed a lot to the Group and are committed to their roles. Accordingly, the nomination committee nominated, and the Board recommended Ms. Chan, Mr. Lam, Ms. Lau, Ms. Lui and Mr. Ma to stand for election as Directors at the Annual General Meeting. The nomination committee also assessed and reviewed Mr. Ma’s annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and re-affirmed the independency of Mr. Ma.

RE-APPOINTMENT OF AUDITOR

The audit committee of the Company has recommended to the Board (which in turn endorsed the view) that, subject to the Shareholders’ approval at the coming Annual General Meeting, HLB Hodgson Impey Cheng Limited be re-appointed as the auditor of the Company.

– 6 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 12 to 15 of this circular. At the Annual General Meeting, in addition to the ordinary business of the meeting, ordinary resolutions will be proposed to approve the Repurchase Mandate, the General Mandate and the extension of the General Mandate to the Shares repurchased pursuant to the Repurchase Mandate.

A form of proxy for the Annual General Meeting is enclosed with this circular for despatch to Shareholders together with the annual report of the Company for the year ended 31st December, 2012. Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the Company’s branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon as soon as practicable but in any event not less than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof (as the case may be) in person should you so wish.

RIGHT TO DEMAND A POLL

Pursuant to Bye-law 75 of the Bye-laws, a resolution put to the vote at any general meeting shall be decided on a show of hands, unless a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands) demanded by:

• (a) the chairman of the meeting; or

• (b) at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (c) any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of shareholders at a general meeting must be taken by poll. The Company will procure the chairman of the Annual General Meeting to demand for voting by poll at the Annual General Meeting. Computershare Hong Kong Investor Services Limited, the branch registrar and transfer office of the Company in Hong Kong, will serve as the scrutineers for the vote-taking.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that proposals regarding the granting of the Repurchase Mandate, the General Mandate and the extension of the General Mandate to the Shares repurchased pursuant to the Repurchase Mandate, re-election of Directors, and re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole and recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, Joseph Lau, Luen-hung Chairman

– 8 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide requisite information to Shareholders for their consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully-paid share capital of the Company was 1,907,619,079 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 190,761,907 Shares, being 10% of the entire issued share capital of the Company.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as repurchases of Shares may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share, and an ability to do so would give the Company additional flexibility. Shareholders can be assured that the Directors would only make such repurchases in circumstances where they consider them to be in the best interests of the Company.

3. FUNDING OF REPURCHASES

In making repurchases, the Company may only apply funds legally available for such purposes in accordance with the Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The premium payable on repurchases may only be paid out of either the funds of the company that would otherwise be available for dividend or distribution or out of the company’s share premium account before the shares are repurchased. In accordance with the laws of Bermuda, the shares so repurchased would be treated as cancelled but the amount of authorised share capital would not be reduced.

On the basis of the financial position of the Company as at 31st December, 2012 as disclosed in the audited consolidated financial statements contained in the Company’s annual report for the year ended 31st December, 2012, and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position and the gearing position of the Company in the event that repurchases of all the Shares subject to the Repurchase Mandate were to be carried out in full at any time during the Repurchase Mandate period. No repurchase would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company.

– 9 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX

4. PRICES OF SHARES

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date are as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
April 2012	11.18	10.36
May 2012	11.20	8.30
June 2012	9.20	8.52
July 2012	9.00	8.66
August 2012	10.00	8.92
September 2012	11.10	9.31
October 2012	12.54	10.86
November 2012	12.88	11.10
December 2012	13.10	11.36
January 2013	13.70	12.02
February 2013	13.98	11.20
March 2013	12.60	11.36
April 2013 (up to the Latest Practicable Date)	13.68	12.46

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

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

No connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

6. THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.

– 10 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

As at the Latest Practicable Date, Mr. Joseph Lau, Luen-hung together with his associates (as defined in the Takeovers Code) had deemed interests in the Shares representing approximately 74.99% of the issued share capital of the Company.

In the event that the Directors exercise in full the Repurchase Mandate which is to be approved by the Shareholders, the shareholding in the Company of Mr. Joseph Lau, Luen-hung together with his associates would be increased to approximately 83.33% of the issued share capital of the Company. The Directors are not aware of such an increase would give rise to an obligation to make a mandatory offer under the Takeovers Code if the Repurchase Mandate was to be exercised in full.

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of repurchase, the exercise of the Repurchase Mandate whether in whole or in part will result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors, however, have no present intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chinese Estates Holdings Limited (the “Company”) will be held at Falcon Room, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 23rd May, 2013 at 10:00 a.m. (the “Meeting”) for the following purposes:

As Ordinary Business

1. To receive and consider the audited consolidated Financial Statements, Directors’ Report and Auditor’s Report for the year ended 31st December, 2012.

2. To approve payment of final dividend for the year ended 31st December, 2012.

3. To re-elect retiring Directors and to authorise the Board to fix the remuneration of the Directors.

4. To re-appoint Auditor and to authorise the Board to fix the remuneration of the Auditor.

As Special Business

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all powers of the Company to repurchase issued shares of HK$0.10 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of the shares which are authorised to be repurchased by the Directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws and/or the Company’s Bye-laws to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by ordinary resolution of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all powers of the Company to issue, allot and deal with new shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue, or (ii) the share award scheme or the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited, or (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 Bye-laws of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

“Relevant Period” shall have the same meaning as ascribed to it under resolution no. 5(d) as set out in the notice convening the Meeting of which this resolution forms part; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT conditional upon the passing of the resolutions nos. 5 and 6 as set out in the notice convening the Meeting, the general mandate granted to the Directors of the Company pursuant to the resolution no. 6 as set out in the notice convening the Meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of issued share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 5 as set out in the notice convening the Meeting, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By Order of the Board Lam, Kwong-wai Executive Director and Company Secretary

Hong Kong, 22nd April, 2013

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. For the purpose of ascertaining the members’ eligibility to attend and vote at the Meeting, and entitlement to the recommended final dividend, the register of members will be closed during the following periods respectively:

2. (1) For ascertaining eligibility to attend and vote at the Meeting:

Latest time to lodge transfers documents for registration 16th May, 2013 4:30 p.m. Closure of register of members 20th May, 2013 to 23rd May, 2013 (both days inclusive)

• (2) For ascertaining entitlement to the recommended final dividend:

Latest time to lodge transfers documents for registration 28th May, 2013 4:30 p.m. Closure of register of members 29th May, 2013 to 30th May, 2013 (both days inclusive) Record date 30th May, 2013

To be eligible to attend and vote at the Meeting, and to qualify for the recommended final dividend, all properly completed share transfers documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch registrar and transfer office in Hong Kong, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than the respective latest time as stated above.

1. Any shareholder of the Company (the “Shareholder(s)”) entitled to attend and vote at the Meeting is entitled to appoint one or more separate proxies to attend and to vote instead of him. A proxy need not be a Shareholder.

2. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at any adjournment thereof.

3. All resolutions as set out in this notice will be taken by poll at the Meeting.

4. With respect to the resolution no. 5 of this notice, approval is being sought from the Shareholders for a general mandate to be given to the Directors to repurchase shares of the Company in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

5. With respect to the resolutions nos. 6 and 7 of this notice, approval is being sought from the Shareholders for general mandates to be given to the Directors to issue, allot and deal with shares of the Company in accordance with all applicable laws and the Listing Rules.

6. A circular containing the information with respect to certain resolutions and this notice have been sent to the Shareholders together with the annual report of the Company for the year ended 31st December, 2012.

7. As at the date hereof, the Board comprised Mr. Joseph Lau, Luen-hung, Ms. Chan, Sze-wan, Mr. Lam, Kwong-wai and Ms. Lui, Lai-kwan as Executive Directors, Mr. Lau, Ming-wai and Ms. Amy Lau, Yuk-wai as Non-executive Directors, and Mr. Chan, Kwok-wai, Ms. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun as Independent Non-executive Directors.

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