New City Development Group Limited — Proxy Solicitation & Information Statement 2016

Mar 31, 2016

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 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 China Everbright International Limited , you should at once hand this circular, the 2015 annual report and proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES RE-ELECTION OF RETIRING DIRECTORS CHANGE OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Everbright International Limited to be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 17th May, 2016 at 3:00 p.m. is set out on pages 15 to 19 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the meeting should they so wish.

Hong Kong, 1st April, 2016

DEFINITIONS

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

• “AGM Notice”

• the notice dated 1st April, 2016 convening the AGM as set out in pages 15 to 19 of this circular

• “Annual General Meeting” or “AGM”

• the annual general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 17th May, 2016 at 3:00 p.m.

• “Articles of Association”

• the articles of association of the Company from time to time

• “Board”

• the board of directors of the Company or a duly authorised committee thereof for the time being

• “Buy-back Mandate”

• the general mandate proposed to be granted to the Directors to exercise the powers of the Company to buy back Shares during the period as set out in the Ordinary Resolution No.(2) in item 5 in the AGM Notice up to 10% of the total number of issued Shares as at the date of passing the Ordinary Resolution No.(2)

• “Companies Ordinance”

• the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company”

• China Everbright International Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange

• “Directors”

• the directors of the Company for the time being

• “Group”

• the Company and its subsidiaries from time to time

• “Hong Kong”

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

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DEFINITIONS

• “Issue Mandate”

• the general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares during the period as set out in the Ordinary Resolution No.(1) in item 5 in the AGM Notice up to 20% of the total number of issued Shares as at the date of passing the Ordinary Resolution No.(1)

• “Latest Practicable Date”

• 22nd March, 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Ordinary Resolution(s)”

• the proposed ordinary resolution(s) set out in item 5 in the AGM Notice

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” share(s) of the Company with no nominal value

• “Share Buy-back Rules”

• the relevant rules set out in the Listing Rules to regulate the buy-back by companies with primary listing of their own securities on the Stock Exchange

• “Shareholder(s)”

• holder(s) of Share(s)

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Takeover Code”

• the Hong Kong Codes on Takeovers and Mergers

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “%” per cent.

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LETTER FROM THE BOARD

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CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

Directors: Executive directors: TANG Shuangning (Chairman) LIU Jun (Vice-chairman) CHEN Xiaoping (Chief Executive Officer) WANG Tianyi (General Manager) WONG Kam Chung, Raymond (Chief Financial Officer) CAI Shuguang (Deputy General Manager)

Registered Office:

Room 2703, 27th Floor Far East Finance Centre 16 Harcourt Road Hong Kong

Independent non-executive directors: FAN Yan Hok, Philip MAR Selwyn LI Kwok Sing, Aubrey ZHAI Haitao

1st April, 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES RE-ELECTION OF RETIRING DIRECTORS CHANGE OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed renewal of the general mandates to allot, issue and deal with Shares and to buy back Shares and to seek your approval of the resolutions relating to these matters at the AGM to be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 17th May, 2016 at 3:00 p.m., notice of which is set out on pages 15 to 19 of this circular.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 27th May, 2015, general mandates were given to the Directors to allot, issue and deal with Shares and to exercise the powers of the Company to buy back its own Shares in accordance with the Share Buy-back Rules. Such general mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval at the AGM to renew these general mandates to allot, issue and deal with Shares and to buy back Shares.

It will be proposed at the AGM the Ordinary Resolutions Nos.(1) and (3) set out in item 5 in the AGM Notice for granting to the Directors the Issue Mandate to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing the Ordinary Resolution No.(1) set out in item 5 in the AGM Notice and adding to the Issue Mandate so granted to the Directors any Shares representing the aggregate number of the Shares bought back by the Company after the granting of the general mandate to buy back Shares up to 10% of the total number of issued Shares as at the date of passing the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice. The Issue Mandate shall be exercisable during the period from the passing of the Ordinary Resolution No.(1) set out in item 5 in the AGM Notice 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 the Articles of Association or any applicable laws of Hong Kong to be held; or

• (iii) the date on which the authority set out in such Ordinary Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

3. GENERAL MANDATE TO BUY BACK SHARES

It will also be proposed at the AGM the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice for granting to the Directors the Buy-back Mandate to exercise the powers of the Company to buy back Shares up to 10% of the total number of issued Shares as at the date of passing the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice. The Buy-back Mandate shall be exercisable during the period from the passing of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice 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 the Articles of Association or any applicable laws of Hong Kong to be held; or

• (iii) the date on which the authority set out in such Ordinary Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

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LETTER FROM THE BOARD

An explanatory statement, as required to be sent to the Shareholders under the Share Buy-back Rules and under the Companies Ordinance, to provide requisite information to you for your consideration of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice in respect of the Buy-back Mandate is set out in the Appendix I hereto.

4. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of ten Directors, namely Mr. Tang Shuangning, Mr. Liu Jun, Mr. Chen Xiaoping, Mr. Wang Tianyi, Mr. Wong Kam Chung, Raymond, Mr. Cai Shuguang, Mr. Fan Yan Hok, Philip, Mr. Mar Selwyn, Mr. Li Kwok Sing, Aubrey and Mr. Zhai Haitao.

Pursuant to the article 77 of the Articles of Association, Messrs. Chen Xiaoping, Fan Yan Hok, Philip, Mar Selwyn and Li Kwok Sing, Aubrey, being the Directors longest in office since their last re-election, will retire by rotation from office at the AGM and will be eligible and offer themselves for re-election.

Mr. Mar Selwyn and Mr. Li Kwok Sing, Aubrey were appointed and have served as independent non-executive Directors for more than nine years since September 2004 and November 1998 respectively. Pursuant to Code A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director’s independence and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by Shareholders.

The Company has received respectively from Mr. Mar Selwyn and Mr. Li Kwok Sing, Aubrey a confirmation of their independence pursuant to Rule 3.13 of the Listing Rules. Mr. Mar Selwyn and Mr. Li Kwok Sing, Aubrey have not engaged in any executive management of the Group. Taking into consideration of their independent scope of works in the past years, the Directors consider Mr. Mar Selwyn and Mr. Li Kwok Sing, Aubrey to be independent under the Listing Rules despite the fact that they have served the Company for more than nine years. Accordingly, Mr. Mar Selwyn and Mr. Li Kwok Sing, Aubrey shall be subject to retirement by rotation and re-election by way of a separate resolution to be approved by the Shareholders in the AGM.

Details of retiring Directors proposed for re-election at the AGM are set out in Appendix II of this circular.

5. CHANGE OF AUDITORS

Reference is made to the announcement of the Company dated 29th February, 2016 relating to the proposed change of auditors of the Company. It was proposed at the AGM an ordinary resolution approving the appointment of Ernst & Young as the new auditors of the Company in place of the retiring auditors, KPMG.

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LETTER FROM THE BOARD

According to the relevant regulations issued by the Ministry of Finance of the PRC regarding the audit work on financial statements of state-owned enterprises, there are restrictions in respect of the years of audit services that an accounting firm can continuously provide to a state-owned enterprise. The Company is an indirect subsidiary of China Everbright Group Ltd. (“ China Everbright Group ”) which is a state-owned enterprise. Since the number of years that the Company has continuously engaged its existing auditors, KPMG, has exceeded the prescribed time limit, KPMG will retire as the auditors of the Company with effect from the conclusion of the AGM and accordingly, will not seek for re-appointment. Special notice has been given by a Shareholder which is an indirect subsidiary of China Everbright Group, pursuant to Sections 400(1) and 578 of the Hong Kong Companies Ordinance, of the intention to propose the following resolution as an ordinary resolution at the AGM:

“ THAT Ernst & Young be appointed as the auditors of the Company in place of the retiring auditors, KPMG, to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the board of directors of the Company.”

The Board has resolved, with the endorsement of the Audit Committee of the Company, to recommend the appointment of Ernst & Young as the new auditors of the Company following the above-mentioned retirement of KPMG and such proposed appointment is subject to the approval of the Shareholders at the AGM.

The Company has received a confirmation letter from KPMG confirming that there are no matters connected with its retirement that should be brought to attention of the Shareholders. The Board has confirmed that there are no matters in respect of the proposed change of auditors that need to be brought to the attention of the Shareholders.

6. ANNUAL GENERAL MEETING

Set out on pages 15 to 19 of this circular is the AGM Notice containing, inter alia, three ordinary resolutions which will be proposed at the AGM to approve respectively the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Shareholders’ general meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

8. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s share registrar, Tricor Tengis 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 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

9. RECOMMENDATION

The Board believes that the proposal for granting of the Issue Mandate and the Buy-back Mandate, the extension of the Issue Mandate, the re-election of retiring Directors and the change of auditors as set out in the AGM Notice are all in the best interests of the Company and its Shareholders. Accordingly, the Board recommends that all Shareholders should vote in favour of the relevant resolutions set out in the AGM Notice.

Yours faithfully, China Everbright International Limited Tang Shuangning Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required to be sent to the Shareholders under the Share Buy-back Rules to provide the requisite information for your consideration of the Buy-back Mandate and also constitutes the memorandum as required under section 239(2) of the Companies Ordinance.

(A) SHARES

As at the Latest Practicable Date, the number of issued Shares is 4,483,711,700 Shares.

Subject to the passing of the Ordinary Resolution No.(2) set out in item 5 in the AGM Notice in respect of the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 448,371,170 Shares during the period as set out in Ordinary Resolution No.(2) set out in item 5 in the AGM Notice representing not more than 10% of the total number of issued Shares as at the Latest Practicable Date.

(B) REASONS FOR THE BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and its Shareholders. Such buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that a buy-back will benefit the Company and its Shareholders.

(C) FUNDING OF BUY-BACK

In Share buy-back, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the payment in respect of share buy-back may only be paid from distributable profits of the Company or the proceeds of a new issue of Shares made for the purpose of share buy-back to such extent allowable under the Companies Ordinance.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31st December, 2015 in the event that the power to buy back Shares pursuant to Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the power to buy back Shares pursuant to the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

(D) SHARE PRICE

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

	Highest	Lowest
	HK$	HK$
2015
March	14.060	11.100
April	16.280	12.860
May	15.400	14.220
June	14.780	12.900
July	14.300	11.320
August	12.560	9.200
September	11.440	9.610
October	13.000	10.860
November	12.900	11.540
December	12.280	9.060
2016
January	9.950	7.720
February	8.800	7.110
March (up to and including the Latest
Practicable Date)	9.200	8.030

(E) UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make Share buy-back pursuant to the Buy-back Mandate and in accordance with the Listing Rules, the Companies Ordinance and any other applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company under the Buy-back Mandate if such Buy-back Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell the Shares to the Company, or have undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

(F) TAKEOVER CODE

If on the exercise of the power to buy back Shares pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeover Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Central Huijin Investment Limited (“ Huijin ”) together with their close associates are beneficially interested in 1,855,951,910 Shares representing approximately 41.39% of the issued Shares. In the event that the Directors exercise in full the power to buy back Shares pursuant to the Buy-back Mandate, then (if the present shareholdings remain the same), the shareholdings of Huijin together with their close associates will be increased to approximately 45.99% of the issued Shares.

Based on such shareholding and in the event the Directors exercised in full the power to buy back Shares pursuant to the Buy-back Mandate, an obligation to make a general offer by Huijin to Shareholders under Rule 26 of the Takeover Code may arise. The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Mandate to such an extent as to result in takeover obligations.

In the event that the Buy-back Mandate is exercised in full, the number of Shares held by the public will not fall below 25%.

(G) SHARES BUY-BACK MADE BY THE COMPANY

The Company has not bought back any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting:

CHEN XIAOPING aged 62, is the Chief Executive Officer of the Company. Mr. Chen is also a Deputy President of Chinese Ecological Civilization Research and Promotion Association and a Standing Director of China Environmental Culture Promotion Association. Prior to joining the Group, Mr. Chen had been a department head in the Bureau of Investigation & Supervision of The People’s Bank of China, the Assistant Governor of China Everbright Bank Company Limited and the President of the Bank’s Guangzhou Branch. He had been a non-executive director and the chairman of China Everbright Water Limited, the Company’s subsidiary listed in Singapore. He graduated from the Department of Finance of the Southwest University in Finance and Economics, the PRC, finished the MBA class of the Research Institute of Business Management of Sichuan University, the PRC and holds a Master’s Degree with a major in Money & Banking from the Department of Finance and Trade of the China Research Institute of Social Science. He holds the title of Senior Economist and Certified Public Accountant in the PRC. He had been engaged as a researcher at the China International Economic Development Research Centre. He has rich experience and extensive knowledge in banking, capital market and management. Mr. Chen joined the Board in August 2001. Save as disclosed above, Mr. Chen did not hold any directorship in any other listed companies during the past three years.

Mr. Chen is a member of the Nomination Committee and the Chairman of the Management Committee and Disclosure Committee of the Company. He is a director in a number of subsidiaries of the Company. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Chen has personal interests in 9,000,000 Shares. Mr. Chen was entitled to an annual remuneration of HK$2,145,000 for the year 2015. Mr. Chen is entitled to a meeting allowance for each board meeting of HK$10,000, for being each committee Chairman (except Management Committee and Disclosure Committee) of HK$8,000 and for being member of committee of HK$5,000 for each committee meeting with effect from 1st January, 2016. In addition, he is entitled to a year end discretionary bonus determined by the Board at its absolute discretion having regard to the Company’s performance and the market situation. In accordance with the appointment letter between the Company and Mr. Chen, he is not appointed for a specific term except that he is subject to retirement by rotation and re-election in accordance with the Articles of Association. There is no agreement in respect of the Director ’s remuneration of Mr. Chen and his Director’s remuneration will be determined by the Board by reference to the market conditions and subject to the Shareholders’ approval at the AGM. Save as disclosed above, Mr. Chen does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and does not have any interest in Shares, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chen has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

FAN YAN HOK, PHILIP aged 66, is Independent Non-executive Director of the Company. He is also an independent non-executive director of the following Hong Kong listed public companies, namely Hysan Development Company Limited, First Pacific Company Limited, China Aircraft Leasing Group Holdings Limited and Guolian Securities Co., Ltd. Mr. Fan is also an independent director of Goodman Group, an Australian listed company and a member of the Asian Advisory Committee of AustralianSuper, a pension fund established in Australia. He was formerly an independent director of Zhuhai Zhongfu Enterprise Co., Ltd., a Shenzhen listed company and Suntech Power Holdings Co., Ltd. (under official liquidation) until June 2013 and December 2013 respectively. He was also formerly an independent non-executive director of HKC (Holdings) Limited, a Hong Kong listed company until December 2014. Mr. Fan holds a Bachelor’s Degree in Industrial Engineering, a Master’s Degree in Operations Research from Stanford University and a Master’s Degree in Management Science from Massachusetts Institute of Technology. Before joining the Company in 1997, he was an executive director of CITIC Pacific Limited in charge of industrial projects in China. He joined the Board in November 1997 and was re-designated as the Non-executive Director and Independent Non-executive Director of the Company in January 2010 and December 2012 respectively. Save as disclosed above, Mr. Fan did not hold any directorship in any other listed companies during the past three years.

Mr. Fan is a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company and he is also the Chairman of Risk Management Committee. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Fan has personal interests in 8,140,000 Shares. Mr. Fan was appointed for a term of two years until 31st December, 2017 and subject to retirement by rotation and re-election provisions in the Articles of Association. During his term of service, he is entitled to have a Director fee of HK$320,000 per annum which is subject to the approval of the Board by reference to the prevailing market conditions and the Shareholders’ approval at an annual general meeting of the Company. He is also entitled to a meeting allowance for each board meeting of HK$10,000, for being committee Chairman of HK$8,000 and for being member of committee of HK$5,000 for each committee meeting with effect from 1st January, 2016. Save as disclosed above, Mr. Fan does not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders and does not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Fan has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

MAR SELWYN aged 80, is Independent Non-executive Director of the Company. Mr. Mar graduated from the London School of Economics, University of London. He is a fellow member of the Institute of Chartered Accountants of United Kingdom and the Hong Kong Institute of Certified Public Accountants. He is a director of Nexia Charles Mar Fan Limited. He is also an independent non-executive director and chairman of the audit committee of Minmetals Land Limited and Man Yue International Holdings Limited. He was formerly an independent non-executive director of China Kingstone Mining Holdings Limited until December 2015. He was the President of Hong Kong Society of Accountants (now known as Hong Kong Institute of Certified Public Accountants) in 1991. Mr. Mar is an Honorary Fellow of the Lingnan University. He joined the Board in September 2004. Save as disclosed above, he did not hold any directorship in any other listed companies during the past three years.

Mr. Mar is the Chairman of the audit committee and a member of the remuneration committee, nomination committee and risk management committee of the Company. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

Mr. Mar was appointed for a term of two years until 31st December, 2017 and subject to retirement by rotation and re-election provisions in the Articles of Association. He is entitled to have a Director fee of HK$320,000 per annum which is subject to the approval of the Board by reference to the prevailing market conditions and the Shareholder’s approval at AGM. He is also entitled to a meeting allowance for each board meeting of HK$10,000, for being committee Chairman of HK$8,000 and for being member of committee of HK$5,000 for each committee meeting with effect from 1st January, 2016. Save as disclosed above, Mr. Mar does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and does not have any interest in Shares, within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Mar has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

LI KWOK SING, AUBREY aged 66, is Independent Non-executive Director of the Company. He is the Chairman of IAM Holdings (Hong Kong) Limited, a Hong Kong based investment firm, and has over 40 years’ experience in merchant banking and commercial banking. He is also a non-executive director of The Bank of East Asia, Limited and an independent non-executive director of Café de Coral Holdings Limited, Kunlun Energy Company Limited, Kowloon Development Company Limited, Pokfulam Development Company Limited and Tai Ping Carpets International Limited. Mr. Li has a Master of Business Administration from Columbia University and a Bachelor of Science in Civil Engineering from Brown University. He joined the Board in November 1998. Save as disclosed above, he did not hold any directorship in any other listed companies during the past three years.

Mr. Li is the Chairman of remuneration committee and a member of the audit committee and nomination committee of the Company. Save as disclosed above, he does not hold any position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Li has personal interests in 1,000,000 Shares. Mr. Li was appointed for a term of two years until 31st December, 2017 and subject to retirement by rotation and re-election provisions in the Articles of Association. He is entitled to have a Director fee of HK$320,000 per annum which is subject to the approval of the Board by reference to the prevailing market conditions and the Shareholder’s approval at AGM. He is also entitled to a meeting allowance for each board meeting of HK$10,000, for being committee Chairman of HK$8,000 and for being member of committee of HK$5,000 for each committee meeting with effect from 1st January, 2016. Save as disclosed above, Mr. Li does not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and does not have any interest in Shares, within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Li has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and no other information that should be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules.

In the opinion of the Directors, other than the aforesaid matters, there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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CHINA EVERBRIGHT INTERNATIONAL LIMITED 中國光大國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 257)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Everbright International Limited (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 17th May, 2016 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the report of the directors and independent auditor’s report for the year ended 31st December, 2015.

2. To declare a final dividend of HK12.0 cents per share for the year ended 31st December, 2015.

3. (a) To re-elect Mr. Chen Xiaoping as an executive director of the Company.

4. (b) To re-elect Mr. Fan Yan Hok, Philip as an independent non-executive director of the Company.

5. (c) To re-elect Mr. Mar Selwyn (who has served as an independent non-executive director for more than 9 years) as an independent non-executive director of the Company.

6. (d) To re-elect Mr. Li Kwok Sing, Aubrey (who has served as an independent non-executive director for more than 9 years) as an independent non-executive director of the Company.

7. (e) To authorize the board of directors of the Company to fix the remuneration of the directors for the year ending 31st December, 2016.

8. To appoint auditors and fix their remunerations and in this connection, to consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:-

“ THAT Ernst & Young be appointed as the auditors of the Company in place of the retiring auditors, KPMG, to hold office until the conclusion of the next annual general meeting of the Company at a remuneration to be fixed by the directors of the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special businesses and, if thought fit, pass the following Ordinary Resolutions:

ORDINARY RESOLUTIONS

(1) “ THAT :

• (A) subject to paragraph (C) of this Resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with shares of the Company (“ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require Shares to be allotted be and hereby generally and unconditionally approved;

• (B) the approval in paragraph (A) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require Shares to be allotted after the end of the Relevant Period;

• (C) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (A) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares pursuant to any scrip dividends or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the total number of issued Shares as at the date of passing this Resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (D) 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; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of Hong Kong to be held; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of Shares or issue of option, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to the holders of Shares, or any class of Shares, whose name appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such Shares (or, where appropriate, such other securities) as at that date (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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

• (2) “ THAT :

• (A) subject to paragraph (B) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company (“ Shares ”) on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the aggregate number of the Shares to be bought back by the Company pursuant to the approval in paragraph (A) of this Resolution shall not exceed 10 per cent. of the total number of issued Shares as at the date of passing this Resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

• (C) for the purposes 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; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of Hong Kong to be held; or

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

• (3) “ THAT the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares of the Company (“ Shares ”) pursuant to the Ordinary Resolution No.(1) set out in item 5 in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares bought back by the Company under the authority granted pursuant to the Ordinary Resolution No.(2) set out in the notice convening this meeting, provided that such extended number shall not exceed 10 per cent. of the aggregate number of the issued Shares as at the date of passing the Ordinary Resolution No.(2) set out in item 5 in the notice convening this meeting.”

By Order of the Board China Everbright International Limited POON Yuen Ling Company Secretary

Hong Kong, 1st April, 2016

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

Room 2703, 27th Floor Far East Finance Centre 16 Harcourt Road Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and speak and, on a poll, to vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged with the Company’s share registrar, Tricor Tengis 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 meeting or any adjournment thereof.

3. Where there are joint holders of any share in the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for the purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. The register of members will be closed from Thursday, 12th May, 2016 to Tuesday, 17th May, 2016, both days inclusive, on which no transfer of shares will be effected. In order to qualify for attendance of annual general meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Wednesday, 11th May, 2016.

5. The register of members will also be closed from Thursday, 26th May, 2016 to Monday, 30th May, 2016, both days inclusive, on which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Wednesday, 25th May, 2016.

6. With regard to item 3 in this notice, the Board of the Company proposed that the retiring Directors, namely Messrs. Chen Xiaoping, Fan Yan Hok, Philip, Mar Selwyn and Li Kwok Sing, Aubrey be re-elected as Directors of the Company. Details of these retiring Directors proposed for re-election are set out in Appendix II of the circular to shareholders dated 1st April, 2016.

7. With regard to item no.4 in this notice, the existing auditors, KPMG, will retire as the auditors of the Company with effect from the conclusion of the meeting and will not seek for re-appointment. A special notice has been given by a shareholder to the Company, pursuant to Sections 400(1)(a) and 578 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), of the intention to propose the resolution as set out in item no.4 in this notice to be passed as an ordinary resolution.

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