PAX Global Technology Limited — Proxy Solicitation & Information Statement 2012

Mar 23, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in PAX Global Technology Limited (the “Company”), you should at once hand this circular and the Annual Report 2011 of the Company with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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 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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PAX GLOBAL TECHNOLOGY LIMITED 百富環球科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 11 May 2012, Friday at 2:30 p.m. is set out in Appendix III to this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting or any adjourned meeting if they so wish.

Hong Kong, 23 March 2012

* For identification purpose only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
10.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
Appendix II – Biographies of Retiring Directors . . . . . . . . . . . . . . . . . . .		11
Appendix III – Notice of 2012 Annual General Meeting . . . . . . . . . . . . . .		13

– i –

DEFINITIONS

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

• “AGM Notice”

• the notice dated 23 March 2012 convening the Annual General Meeting as set out on pages 13 to 20 of this circular

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 11 May 2012, Friday at 2:30 p.m.

• “Annual Report 2011”

• the annual report of the Company for the year ended 31 December 2011

• “Board”

• the board of Directors

• “Bye-laws”

• the bye-laws of the Company as may be amended from time to time

• “Company”

PAX Global Technology Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 16 March 2012, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion herein

• “Listing Rules”

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

• “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the AGM Notice

• “PRC”

the People’s Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region

– 1 –

DEFINITIONS

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

• “Share(s)” share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” the registered holder(s) of Share(s)

• “Share Issue Mandate” the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares up to 20% of the issued share capital of the Company as at the date of the passing of the resolution approving the Share Issue Mandate

• “Share Option Scheme” the share option scheme conditionally approved and adopted by the Company on 1 December 2010

• “Share Repurchase Mandate”

• the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution approving the Share Repurchase Mandate

• “Special Resolution”

• the proposed special resolution as referred to in the AGM Notice

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Code on Takeovers and Mergers and Shares Repurchases published by the Securities and Futures Commission of Hong Kong as amended from time to time

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent

– 2 –

LETTER FROM THE BOARD

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PAX GLOBAL TECHNOLOGY LIMITED 百富環球科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

Executive Directors: Mr. NIE Guoming (Chairman) Mr. JIANG Hongchun (Chief Executive Officer) Mr. LI Wenjin

Independent Non-Executive Directors: Mr. YIP Wai Ming Dr. WU Min Mr. MAN Kwok Kuen, Charles

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: Room 2416, 24th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong 23 March 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the Annual General Meeting, (a) ordinary resolutions will be proposed, inter alia, (i) to grant to the Directors general mandates to allot, issue and deal with new Shares and to repurchase Shares; (ii) to re-elect the retiring Directors; and (b) a special resolution will be proposed to amend the Bye-laws.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the Share Issue Mandate, Share Repurchase Mandate, re-election of retiring Directors, the amendments to the Bye-laws and the notice of Annual General Meeting as required under the Listing Rules and to seek your approval of the relevant Ordinary Resolutions and Special Resolution relating to these matters at the Annual General Meeting. This circular also contains biographies of the Directors who will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

2. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares. The Shares which may be allotted and issued pursuant to the Share Issue Mandate shall not exceed 20% of the issued share capital of the Company in issue as at the date of the passing of the resolution approving the Share Issue Mandate which, if passed, shall be a maximum of 207,545,600 shares (or such other number of shares as would represent 20% of the issued share capital of the Company at the relevant time if there should be a change in the issued share capital of the Company between the date of this circular and the date of passing the relevant resolution). The Share Issue Mandate shall expire upon the earliest of (i) the conclusion of the next annual general meeting, and (ii) the date upon which such authority given under the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders. Details of the Share Issue Mandate are set out in Ordinary Resolution No. 4 in the AGM Notice.

In addition, Ordinary Resolution No. 6 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may by allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased pursuant to the Share Repurchase Mandate, if granted.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares in the capital of the Company. Under the Share Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the issued share capital of the Company on the date of passing of the resolution approving the Share Repurchase Mandate. The Share Repurchase Mandate allows the Company to make repurchases only during the period ending on the earliest of (i) the conclusion of the next annual general meeting, and (ii) the date upon which such authority given under the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders. Details of the Share Repurchase Mandate is set out in Ordinary Resolution No. 5 in the AGM Notice.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Share Repurchase Mandate is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with bye-laws 84 and 85, Mr. Nie Guoming and Dr. Wu Min will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

The biographical details and interest in the Shares of the aforesaid Directors are set out in Appendix II to the circular.

5. AMENDMENTS TO THE BYE-LAWS

In view of the changes to the Listing Rules, the Directors propose certain amendments to the Bye-laws to give effect to the following:

• (a) to provide for relevant procedures in the Bye-laws to allow for voting in general meetings of the Company to be conducted by way of a show of hands;

• (b) the period for Shareholders to give notice to the Company for nomination of Directors at a general meetings under the existing Bye-laws shall be amended to avoid as much as possible the need for an adjournment of the meeting whilst still in compliance with Rule 13.70 of the Listing Rules which provides that the Company shall publish an announcement or issue a supplementary circular to provide details in relation to the candidate(s) nominated to be Director(s) at least 10 business days before the date of the relevant general meeting to consider the subject matter; and

• (c) the exemption for a Director to disregard his interests only as an officer or executive of a company or his beneficial interests of not being 5% or more of the issued share capital of that company when considering whether the director has a material interest on the relevant proposal concerning that company which would prevent him from forming part of the quorum or voting at board meeting shall be cancelled in accordance with Rule 13.44 of the Listing Rules.

Details of the proposed amendments to the Bye-laws are set out in the AGM Notice. Special Resolution No. 7 for the proposed amendments to the Bye-laws will be put forward to be considered and, if thought fit, approved by the Shareholders at the AGM.

The legal advisers to the Company as to Hong Kong laws and Bermuda laws have respectively confirmed that the proposed amendments comply with the requirements of the Listing Rules and the applicable laws of Bermuda.

Shareholders are advised that the Bye-laws are available only in English and the Chinese translation of the amendments to the Bye-laws provided in the AGM Notice is for reference only. In case of any inconsistency, the English version shall prevail.

– 5 –

LETTER FROM THE BOARD

6. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 11 May 2012, Friday at 2:30 p.m. is set out in Appendix III of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Share Issue Mandate and the Share Repurchase Mandate to the Directors, the re-election of the retiring Directors and the amendments to the Bye-laws.

7. ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular and published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.paxglobal.com.hk). Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting or any adjourned meeting if they so wish.

8. VOTING AT THE ANNUAL GENERAL MEETING

Rule 13.39(4) of the Listing Rules requires that, all votes of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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 chairman of the meeting will therefore demand a poll for the Ordinary Resolutions and the Special Resolution put to the vote at the Annual General Meeting pursuant to bye-law 66 of the Bye-laws. The results of the poll will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.paxglobal.com.hk) on the business day following the Annual General Meeting.

9. RECOMMENDATION

The Directors consider that the granting to the Directors of the Share Issue Mandate, the Share Repurchase Mandate, the re-election of the retiring Directors and the proposed amendments to the Bye-laws are in the interests of the Group and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions and the Special Resolution in relation to the above matters as set out in the AGM Notice. As at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of the Ordinary Resolutions and the Special Resolution.

– 6 –

LETTER FROM THE BOARD

10. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, By Order of the Board LI Wenjin Executive Director

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

The following is the explanatory statement required by the Listing Rules to provide requisite information to Shareholders for consideration of the proposal to approve the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares of the Company in issue was 1,037,728,000 Shares. Subject to the passing of Ordinary Resolution No. 5 approving the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 103,772,800 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date during the period ending on the earliest of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law or by the Bye-laws to be held or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASE

The Directors believe that it is in the interests of the Company and the Shareholders to seek a general authority from Shareholders to enable the Directors to repurchase Shares. The Directors believe that the Share Repurchase Mandate would give the Company additional flexibility where the situation warrants for repurchasing Shares and is in the best interests of the Company and the Shareholders.

Such repurchases may, depending on market conditions and funding arrangements at the time, result in an increase in net asset value of the Company and/or earnings per Share and will only be made in circumstances which the Directors believe are appropriate for the benefit of the Company and the Shareholders.

FUNDING OF REPURCHASE

Repurchases must be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws and regulations of Bermuda. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

In the event that the power to repurchase Shares pursuant to the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, there could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position as disclosed in the Company’s most recent published audited financial statements contained in the Annual Report 2011). However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates (as defined in the Listing Rules) currently intend to sell any Shares to the Company under the Share Repurchase Mandate in the event that the Share Repurchase Mandate is approved by the Shareholders.

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 repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

No connected persons (as defined in the Listing Rules) 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 Share Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, Hi Sun Technology (China) Limited (“Hi Sun”) was interested in 444,000,000 Shares, representing approximately 42.79% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Share Repurchase Mandate (if the present shareholding structure of the Company remains unchanged), the aforesaid interest of Hi Sun would be increased to approximately 47.54% of the issued share capital of the Company. Such increase in its interest of over 2% in any twelve months period would oblige Hi Sun to make a mandatory offer under the Takeovers Code. The Directors are not aware of any other consequences that may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate.

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

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

Month	Highest	Lowest
	HK$	HK$
2011
April	2.9000	2.7000
May	2.8300	2.4900
June	2.8000	2.1500
July	2.7800	2.3700
August	2.4800	1.9000
September	2.0500	1.5000
October	1.7700	1.3100
November	2.0300	1.6300
December	1.9800	1.6400
2012
January	1.9000	1.3000
February	1.5300	1.1500
1 March to the Latest Practicable Date	1.5900	1.3300

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APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS

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

NIE GUOMING

Mr. Nie, aged 49, is the Chairman and an Executive Director of the Company. He is responsible for the overall management and strategic development of the Group. Mr. Nie has over 15 years of experience in the card payment industry. He joined Pax Technology Limited (“Pax Technology”) since founding of the company in 20 March 2000. He was the vice president of Pax Technology from 20 March 2000 to 1 January 2001. He has been the president of Pax Technology from 2 January 2001 to 14 June 2010. He was appointed as the chairman of Pax Technology since 14 June 2010. Mr. Nie previously worked as an engineer in the Information Technology Department of the Headquarters of China Merchants Bank in the PRC from 1996 to 1999. Mr. Nie graduated from Tsinghua University in 1984 with a bachelor degree in Radio Electronics and obtained a master degree in Radio Electronics Engineering from Southeast University in 1991. He was appointed as the Chairman and an Executive Director of the Company on 1 December 2010.

Save as disclosed above, Mr. Nie does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Mr. Nie does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Mr. Nie has entered into a service agreement with the Company for a term of 3 years from 20 December 2010 unless and until terminated by either the Company or the Director giving to the other not less than 3 months’ notice. For the year 2012, his annual fee as an Executive Director will be approximately HK$1,000,000 (pursuant to the service agreement), which is determined by the Board with reference to his duties, responsibilities and the market conditions. Mr. Nie is entitled to bonus payments for his office as executive Director, the amount of which is determined by the Board at its absolute discretion.

– 11 –

APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS

WU MIN

Dr. Wu, aged 40, was appointed as an Independent Non-Executive Director of the Company on 1 December 2010. Previously, Dr. Wu was an assistant professor with The Hong Kong University of Science & Technology Business School and The University of Hong Kong School of Business. Dr. Wu has been teaching International Accounting Standards, US Generally Accepted Accounting Principles and Chinese Accounting Standards. Her academic research achievements in identifying US accounting restatements and frauds were reported by various media, including the Wall Street Journal, New York Times, Business Week, Fortune, CNN, etc. Dr. Wu used to cooperate with major accounting firms and the Public Company Accounting Oversight Board (US) in research in the areas of accounting manipulation and frauds by US listed companies. She also provides professional interpretation and analysis services for investment funds on accounting standards and on listed companies’ financial statements. Dr. Wu graduated from Peking University with a bachelor degree in Economics in 1994. Dr. Wu obtained a master degree in Economics from Tufts University in 1996 and a Ph.D. in Accounting from Stern School of Business, New York University in 2003.

Save as disclosed above, Dr. Wu does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Dr. Wu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Dr. Wu has entered into a service agreement with the Company for a term of 1 year from 1 December 2011 unless and until terminated by either the Company or the Director giving to the other not less than 2 months’ notice. For the year 2012, her annual fee as an Independent Non-executive Director will be approximately HK$100,000 (pursuant to the service agreement), which is determined by the Board with reference to her duties, responsibilities and the market conditions.

Save as disclosed in this circular, the Board is not aware of any other matter in relation to the retiring Directors who are subject to re-election at the Annual General Meeting which needs to be disclosed under Rule 13.51(2) of the Listing Rules.

Save as disclosed in this circular, the Board is not aware of any other matter which needs to be brought to the attention of the Shareholders regarding the re-election of the retiring Directors.

– 12 –

APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

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PAX GLOBAL TECHNOLOGY LIMITED 百富環球科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

NOTICE OF 2012 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Annual General Meeting”) of PAX Global Technology Limited (the “Company”) will be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 11 May 2012, Friday at 2:30 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and auditors for the year ended 31 December 2011;

2. To re-elect retiring Directors and to authorise the Board of Directors to fix their remuneration;

3. To re-appoint auditors and to authorise the Board of Directors to fix their remuneration;

As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions, of which Resolutions Nos. 4, 5 and 6 will be proposed as Ordinary Resolutions; and Resolution No. 7 will be proposed as Special Resolution:

ORDINARY RESOLUTIONS

1. “ THAT:

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

* For identification purpose only

– 13 –

APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares of HK$0.10 each in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares of the Company) which would or 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 options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option granted under the Share Option Scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; 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 in force from time to time; or (iv) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing 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 date of the passing of this resolution until whichever is the earliest of:

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

• (ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“Rights Issue” means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to the holders of shares of the Company, or any class thereof, whose names 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

– 14 –

APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

1. “ THAT:

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

   • (ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

5. “ THAT subject to the passing of Resolutions No.4 and No.5 set out in this notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution No.4 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No.5 set out in this notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

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APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

1. “ THAT the bye-laws of the Company (the “Bye-laws”) be and are hereby amended as follows:

2. (a) Bye-law 10

   • (i) By deleting the word “and” at the end of paragraph (a) of Bye-law 10;

   • (ii) By deleting paragraph (b) in its entirety and substituting therefor with the following:

     • “(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and”

   • (iii) By adding the following new paragraph (c) after paragraph (b) of Bye-law 10:

     • “(c) any holder of shares of the class present in person or by proxy may demand a poll.”

3. (b) Bye-law 66

By deleting the existing Bye-law 66 in its entirety and substituting therefor the following new Bye-law 66:

• “66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a representative duly authorised under Section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Bye-laws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

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APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

• (b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) 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 shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.”

• (c) Bye-law 66A

By adding the following new Bye-law 66A immediately after Bye-law 66 in the following form:

• “66A. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.”

• (d) Bye-law 67

By deleting Bye-law 67 in its entirety and substituting therefor the following new Bye-law 67:

• “67. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting shall, and shall only be required to, disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

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NOTICE OF 2012 ANNUAL GENERAL MEETING

• (e) Bye-law 67A

By adding the following new Bye-law 67A immediately after Bye-law 67 in the following form:

• “67A. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.”

• (f) Bye-law 67B

By adding the following new Bye-law 67B immediately after the new Bye-law 67A in the following form:

• “67B. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.”

• (g) Bye-law 70

By adding the words “, whether on a show of hands or on a poll” in the first line of the existing Bye-law 70 after the words “In the case of an equality of vote”.

• (h) Bye-law 72(1)

By adding the words “whether on a show of hands or on a poll,” in the third line of the existing Bye-law 72(1) after the words “persons incapable of managing their own affairs may vote,” and by adding the words “on a poll” in the last line of the existing Bye-law 72(1) after the words “or adjourned meeting”.

• (i) Bye-law 77

By adding the words “or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid” after the words “ the person named in the instrument proposes to vote” in the seventh line of the existing Bye-law 77 and by adding the words “or on a poll demanded at a meeting or an adjourned meeting” in the ninth line of the existing Bye-law 77 after the words “or adjourned meeting”.

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NOTICE OF 2012 ANNUAL GENERAL MEETING

(j) Bye-law 78

By adding the words “to demand or join in demanding a poll and” in the fourth line of the existing Bye-law 78 after the words “The instrument of proxy shall be deemed to confer authority”.

• (k) Bye-law 79

By adding the words “or the taking of the poll,” in the second last line of the existing Bye-law 79 after the words “before the commencement of the meeting or adjourned meeting.”

• (l) Bye-law 81(2)

By adding the words “including the right to vote individually on a show of hands” after the word “authorisation” at the end of Bye-law 81(2).

• (m) Bye-law 85

By deleting the words “provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting” in the tenth line of Bye-law 85 and substituting therefor the following words:

“and the length of period, during which such Notice(s) are given, shall be the seven (7)-day period following the despatch of the notice of the general meeting appointed for such election (or such other period for the lodgment of Notice(s) as may be determined by the Directors from time to time, provided that such other period shall be at least seven (7) days, commence no earlier than the day after the despatch of the notice of the general meeting and end no later than seven (7) days prior to the date appointed for such general meeting).”

• (n) Bye-law 100

By deleting the existing subparagraph (v) in Bye-law 100 in its entirety and renumbering subparagraph (vi) thereof as subparagraph (v) accordingly.

By Order of the Board LI Wenjin Executive Director

Hong Kong, 23 March 2012

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APPENDIX III

NOTICE OF 2012 ANNUAL GENERAL MEETING

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the meeting is enclosed.

• (3) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting if the member so desires.

• (4) To be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the principal place of the business of the Company at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

• (5) With regard to resolution no. 2 in this notice, the Board of Directors proposes that the retiring Directors, namely Mr. Nie Guoming and Dr. Wu Min, be re-elected as Directors. The biographies of the Directors are also set out in Appendix II in this circular.

• (6) All votings on the resolutions in this notice by the members at the meeting shall be conducted by poll.

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