Pacific Century Premium Developments Limited — AGM Information 2010

Jun 30, 2010

IMPORTANT

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in The Sincere Company, Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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

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THE SINCERE COMPANY, LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00244)

Executive Directors: Ma King Wah Walter (Chairman) Ma King Huen Philip (Group Managing Director)

Independent Non-Executive Directors: Ma King Wing Lo Kai Kin Eric Chan Man Wai Charles

Registered Office: 24th Floor Leighton Centre 77 Leighton Road Hong Kong

30 June 2010

To the shareholders and, for information only, the optionholders

Dear Sir or Madam,

RE-ELECTION OF THE RETIRING DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the Ordinary Resolutions to be proposed at the Company’s forthcoming Annual General Meeting to be held on 6 August 2010 at 10:00 a.m. (the “ Annual General Meeting ”) for (i) granting of a general mandate to the directors of the Company (the “ Directors ”) to exercise the powers of the Company to undertake repurchases of the Company’s fully paid up shares representing up to a maximum of 10% of the nominal amount of the issued share capital of the Company on the date of the passing of the relevant Ordinary Resolution (the “ Repurchase Mandate ”); (ii) granting of a general mandate to the Directors to issue new shares up to a maximum of 20% of the nominal amount of the issued share capital of the Company on the date of passing of the relevant Ordinary Resolution (the “ Issuance Mandate ”). As at 23 June 2010, being the latest practicable date, the number of shares in issue were 574,308,000. Assuming no further shares will be issued before the date of passing such resolution, the Directors would be authorized to issue up to 114,861,600 new shares; (iii) extension of the Issuance Mandate by the number of shares repurchased under the Repurchase Mandate; and (iv) re-election of the retiring Directors.

The existing Repurchase Mandate and Issuance Mandate shall be expired in the conclusion of the forthcoming Annual General Meeting of the Company.

In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), this circular also serves as the explanatory statement to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution on the granting of the Repurchase Mandate.

2. RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING

The Ordinary Resolution no. 3 to be proposed at the Annual General Meeting relates to the re-election of the retiring Directors. Details of the Directors to be re-elected are set out in Appendix I to this circular.

The Ordinary Resolution no. 5 to be proposed at the Annual General Meeting relates to the granting of the Repurchase Mandate.

The Ordinary Resolution no. 6 to be proposed at the Annual General Meeting relates to the granting of the Issuance Mandate.

The Ordinary Resolution no. 7 to be proposed at the Annual General Meeting relates to the extension of the Issuance Mandate by adding to it the number of shares purchased under the Repurchase Mandate, if any.

3. RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 99 of the Articles of Association of the Company, Mr. Ma King Wing and Mr. Lo Kai Kin Eric shall retire by rotation at the Annual General Meeting. These retiring Directors are eligible for re-election at the Annual General Meeting. Details of these two Directors as required by Rule 13.51(2) of the Listing Rules are set out in Appendix I to this circular.

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4. REPURCHASE MANDATE

Reasons for Share Buyback

Although the Directors have no present intention of repurchasing any shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) have sometimes been volatile in recent years. At any time in the future when shares are trading at a discount to their underlying value, the ability of the Company to repurchase shares will be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per share of the Company.

Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

Share Capital

A maximum of 10% of the nominal amount of the issued share capital as at the date of passing of the relevant resolution may be repurchased on the Stock Exchange.

As at 23 June 2010, being the latest practicable date prior to the printing of this circular, the issued share capital of the Company comprised 574,308,000 shares of HK$0.50 each (the “ Shares ”).

Subject to the passing of the Ordinary Resolution no. 5, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 57,430,800 Shares on the basis that no further shares will be issued or repurchased prior to the date of the Annual General Meeting.

Funding of Repurchases

The Directors propose that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed by the Company’s internal resources.

Repurchases must be funded out of funds legally available for the purpose under the Hong Kong Companies Ordinance. The Hong Kong Companies Ordinance provides that the repurchase of shares may only be effected out of the company’s distributable profits or out of the proceeds of a fresh issue of shares made for the purpose. Any amount of premium payable on the repurchases of shares shall be paid out of the company’s distributable profits. If the shares to be repurchased were issued at a premium, any premium payable on the repurchase may be paid out of the proceeds of a fresh issue of shares made for the purpose, up to an amount equal to (a) the aggregate of the premiums received by the company on the issue of the shares repurchased; or (b) the current amount to the company’s share premium account (including any sum transferred to that account in respect of premiums on the new shares) whichever is the less. The company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 28 February 2010) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase 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. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

Share Prices

The highest and lowest prices at which Shares of the Company have been traded on the Stock Exchange during each of the previous 12 months were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2009:
June	0.370	0.249
July	0.300	0.240
August	0.360	0.245
September	0.350	0.222
October	0.380	0.238
November	0.325	0.265
December	0.320	0.270
2010:
January	0.355	0.285
February	0.325	0.275
March	0.365	0.290
April	0.355	0.250
May	0.335	0.275
June (latest practicable date)	0.325	0.310

Share Purchases Made by the Company

No purchases of Shares have been made by the Company during the last 6 months (whether on the Stock Exchange or otherwise).

Disclosure of Interests

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules and the Hong Kong Companies Ordinance.

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If as a result of a share repurchase by the Company, a substantial shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of The Hong Kong Code on Takeovers and Mergers (the “ Code ”). Accordingly, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Code.

As at 23 June 2010, being the latest practicable date prior to the printing of this circular, The Sincere Life Assurance Company Limited (“ Sincere Life ”) and The Sincere Insurance & Investment Company, Limited (“ Sincere Insurance ”) were interested in 183,136,032 and 75,608,064 Shares representing 31.89% and 13.17% of the issued share capital of the Company respectively. In the event that the Directors exercised in full the power to repurchase Shares of the Company in accordance with the terms of the Ordinary Resolution to be proposed at the Annual General Meeting, the interests of Sincere Life and Sincere Insurance in the Shares of the Company would be increased to approximately 35.43% and 14.62% of the issued share capital of the Company respectively. If the Directors fully exercise the Repurchase Mandate, a general offer will be required to be made by Sincere Life and Sincere Insurance to the shareholders of the Company under the Code and the Directors will take necessary steps to comply with the Listing Rules and the Code. The Company has no present intention to exercise the Repurchase Mandate to the extent that would give rise to an obligation to make a general offer under the Code.

None of the Directors, or, to the best of their knowledge having made all reasonable enquires, any of their associates presently intends to sell Shares to the Company under the Repurchase Mandate in the event that the granting of the Repurchase Mandate is approved by the shareholders of the Company.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by its shareholders.

5. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held on 6 August 2010 at Function Room, 2/F., Hotel Jen, 508 Queen’s Road West, Western District, Hong Kong (the “ Notice ”) is set out in Appendix II to this circular.

The Notice is also set out in the 2009/10 Annual Report which is dispatched to the shareholders together with this circular.

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the Annual General Meeting will be taken by way of poll.

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Proxy form for use at the Annual General Meeting is enclosed with the Annual Report. To be valid, the proxy form must be completed in accordance with the instructions printed thereon and deposited together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Registrar, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending and voting at the Annual General Meeting.

6. RECOMMENDATION

The Directors consider that the Ordinary Resolutions in relation to the granting of the Repurchase Mandate, the granting and extension of the Issuance Mandate and re-election of the retiring directors as set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and accordingly recommend that all shareholders should vote in favour of the proposed Resolutions nos. 3 and 5 to 7 at the Annual General Meeting as they intend to do themselves in respect of the shares controlled by them.

Yours faithfully Ma King Wah Walter Chairman

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DETAILS OF DIRECTORS

APPENDIX I

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

1. MA King Wing , aged 78, Independent Non-Executive Director and a member of the Audit Committee of the Company. Mr. Ma has been an Independent Non-Executive Director of the Company since 1980. He is a medical practitioner with over 40 years’ experience in England, the United States of America and Hong Kong. He had not previously or does not currently hold directorships in any other public or listed companies. Mr. Ma is the cousin of Mr. Walter K W Ma and Mr. Philip K H Ma who are also Directors of the Company. Save as disclosed above, Mr. Ma does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Ma has a personal interest of 1,240,928 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO ”). There is no service contract and proposed length of service between Mr. Ma and the Company. Mr. Ma received emolument of HK$130,000 for the year 2009/10 and it was determined on the basis of his level of responsibilities and by reference to market benchmark.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

1. LO Kai Kin Eric , aged 61, Independent Non-Executive Director and a member of the Audit Committee of the Company. Mr. Lo has been an Independent NonExecutive Director of the Company since December 1993. Mr. Lo is also an Independent Non-Executive Director of Joyce Boutique Holdings Limited which is listed on the main board of The Stock Exchange of Hong Kong Limited. Mr. Lo does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Lo has a personal interest of 2,200,400 shares of the Company within the meaning of Part XV of the SFO. There is no service contract and proposed length of service between Mr. Lo and the Company. Mr. Lo received emolument of HK$202,000 for the year 2009/10 and it was determined on the basis of his level of responsibilities and by reference to the market benchmark.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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THE SINCERE COMPANY, LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00244)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of shareholders of the Company will be held at Function Room, 2/F., Hotel Jen, 508 Queen’s Road West, Western District, Hong Kong on 6 August 2010 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the Directors and auditors for the year ended 28 February 2010.

2. To declare a final dividend for the year ended 28 February 2010.

3. To re-elect Directors and to fix the Directors’ fees.

4. To appoint auditors and to authorise the Directors to fix their remuneration.

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

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to purchase shares of HK$0.50 each in the capital of the Company be and is hereby generally and unconditionally approved;

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

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier 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 the Hong Kong Companies Ordinance to be held; or

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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company pursuant to Section 57B of the Companies Ordinance 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;

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers at any time during or after the Relevant Period;

• (c) the total nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to paragraph (a) above, otherwise than pursuant to: (i) a Rights Issue; or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole part of a dividend on shares of the Company in accordance with the Memorandum and Articles of Association of the Company; or (iii) the exercise of subscription rights under the Share Option Scheme of the Company should not exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of 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 passing of this Resolution until whichever is the earlier 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 the Hong Kong Companies Ordinance to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company 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 on the Register of Members on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlement or having regard to any restrictions and obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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

“ THAT the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby extended by the addition to the total nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the total nominal amount of shares in the capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of this resolution.”

By order of the Board Ada S P CHEUNG Company Secretary

Hong Kong, 30 June 2010

Notes:

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

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s Share Registrars, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of a proxy form will not preclude a member from attending the meeting and voting in person.

3. Concerning item 5 above, the Directors will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of the shareholders.

4. Concerning item 6 above, approval is being sought from the members for a general mandate to authorise allotment of shares under Section 57B of the Hong Kong Companies Ordinance and the Listing Rules. The Directors have no immediate plan to issue any new shares of the Company other than shares to be issued pursuant to the Company’s Share Option Scheme for employees.

5. Concerning item 7 above, approval is being sought to increase the number of shares which the Directors may issue under their general mandate by the number of any shares repurchased during the Relevant Period.

6. A circular containing further details in respect of the above items 3 and 5 to 7 will be sent to members together with the 2009/10 Annual Report.

7. As at the date of this notice, the Executive Directors of the Company are Mr. Walter K. W. Ma and Mr. Philip K. H. Ma, and the Independent Non-Executive Directors are Mr. King Wing Ma, Mr. Eric K. K. Lo and Mr. Charles M. W. Chan.

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