PegBio Co., Ltd. — Proxy Solicitation & Information Statement 2015

Jun 1, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Mission Capital Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities.

(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

A notice convening the SGM (as defined herein) of Mission Capital Holdings Limited (the “Company”) to be held at Plaza I-II, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 9:30 a.m. on 17 June 2015 is set out on pages 15 to 17 of this circular.

Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event, not less than forty-eight (48) hours before the time appointed for holding the SGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

1 June 2015

* For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “associate(s)” has the meaning ascribed thereto under the Listing Rules

• “Board” the board of Directors

• “Business Day” a day (other than a Saturday, Sunday or a public holiday) on which banks are open for business in Hong Kong

• “Companies Ordinance” The Companies Ordinance, Chapter 622 of the Laws of Hong Kong

• “Company” Mission Capital Holdings Limited (Stock Code: 1141), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

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

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Last Trading Day” Monday, 16 March 2015, being the last full trading day of the Company before the date of the Subscription Agreement

• “Latest Practicable Date” 28 May 2015, being the latest practicable date for ascertaining certain information for inclusion in this circular

• “Listing Committee” has the meaning ascribed to it under the Listing Rules

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

– 1 –

DEFINITIONS

• “Mission Capital Condition(s)”

• the condition(s) of the Proposed Issue referred to in the section headed “Proposed Issue of Mission Capital Subscription Shares to Willie under Specific Mandate – Conditions of the Proposed Issue”

• “Mission Capital Subscription 1,500,000,000 new Shares to be issued and Share(s)” allotted by the Company to Willie pursuant to the Subscription Agreement

• “PRC” the People’s Republic of China

• “Proposed Issue” the issue of the Mission Capital Subscription Shares to Willie or as it may direct pursuant to the Subscription Agreement

• “Proposed Subscription” the subscription of the Willie Subscription Shares by the Company pursuant to the Subscription Agreement

• “SGM” the special general meeting of the Company to be held on 17 June 2015 to consider and, if thought fit, the Proposed Issue (including the grant of the Specific Mandate)

• “Shares” ordinary share(s) of HK$0.01 each in the share capital of the Company

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

• “Specific Mandate”

• the specific mandate to be sought at the SGM to approve the Proposed Issue

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subscription Agreement”

• a conditional agreement dated 17 March 2015 entered into between the Company and Willie in relation to the Proposed Subscription and the Proposed Issue

“subsidiaries” has the meaning ascribed thereto in the Listing Rules and the Companies Ordinance

– 2 –

DEFINITIONS

“Willie” Willie International Holdings Limited (Stock Code: 273), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange “Willie Group” Willie and its subsidiaries “Willie Share(s)” ordinary share(s) of no par value in the share capital of Willie “Willie Subscription Share(s)” 1,250,000,000 new Willie Shares of no par value in the share capital of Willie (representing approximately 8.14% of the issued share capital of Willie immediately after the issue and allotment of the Willie Subscription Shares to the Company) to be issued and allotted by Willie to the Company pursuant to the Subscription Agreement “%” per cent.

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

– 3 –

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

Executive Directors: Registered office: Mr. Suen Yick Lun Philip Clarendon House (Acting Chairman and Managing Director) 2 Church Street Mr. Lau King Hang Hamilton HM 11 Mr. Kitchell Osman Bin Bermuda

Independent Non-executive Directors: Principal place of business in Dr. Leung Shiu Ki Albert Hong Kong: Ms. Chen Wei Suite 903, 9th Floor Mr. Wong Yat Fai Great Eagle Centre Mr. Man Wai Chuen 23 Harbour Road Mr. Wong Kwok Tai Wanchai Hong Kong 1 June 2015

To the Shareholders

Dear Sir or Madam,

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

A. INTRODUCTION

On 17 March 2015 (after trading hours), the Company and Willie entered into the Subscription Agreement in relation to the Proposed Subscription and the Proposed Issue. Reference is made to the announcement of the Company dated 11 May 2015 in relation to, the nomination agreement (the “Second Nomination Agreement”) in which the Company agreed to nominate Mr. Kwong Kai Sing, Benny (“Mr. Kwong”), and Mr. Kwong agreed to substitute the Company, to complete the Proposed Subscription.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

The two reasons leading to the entering into of the Second Nomination Agreement are set out below:–

(i) to avoid any further delay; and (ii) the Company has the payment of the non-refundable deposit of HK$30 million from Mr. Kwong, which can offset the nonrefundable deposit of HK$30 million paid to Willie by the Company forfeitable to Willie in case the Company is incapable of completing the Proposed Subscription.

To conclude, the above mentioned events are leading to change in the proposed usage of the proceeds.

As at the date of signing of the Second Nomination Agreement, the Company received a trading profit of HK$50 million from Mr. Kwong pursuant to the Second Nomination Agreement. Such proceeds has been applied in the money lending business of the Company.

The purpose of this circular is to provide you with information in relation to, amongst other things, (i) summary of the Subscription Agreement regarding the Proposed Issue and the transactions contemplated thereunder; (ii) a notice convening the SGM at which the relevant resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Proposed Issue (including the grant of the Specific Mandate).

B. PROPOSED ISSUE OF MISSION CAPITAL SUBCRIPTION SHARES TO WILLE UNDER SPECIFIC MANDATE

Pursuant to the Subscription Agreement, Willie has agreed to subscribe, and the Company has agreed to issue and allot to Willie or as it may direct, 1,500,000,000 Mission Capital Subscription Shares, which represents approximately 19.02% of the entire issued share capital of the Company as at the Latest Practicable Date, or approximately 15.98% of the entire issued share capital of the Company as enlarged by the Mission Capital Subscription Shares that fall to be issued pursuant to the Subscription Agreement.

– 5 –

LETTER FROM THE BOARD

Assuming there are no other changes in the issued share capital from the Latest Practicable Date to the date of SGM, upon completion of the Proposed Issue, Willie will hold approximately 15.98% interest in the Company as enlarged by the Mission Capital Subscription Shares that fall to be issued pursuant to the Subscription Agreement.

The Mission Capital Subscription Shares, when issued, shall rank pari passu in all respects among themselves and with all other Shares in issue upon completion of the Proposed Issue.

The aggregate nominal value of the 1,500,000,000 Mission Capital Subscription Shares of HK$0.01 per Share is HK$15,000,000.

Consideration for the Mission Capital Subscription Shares

The consideration for the Mission Capital Subscription Shares is HK$150,000,000. The Company has received a non-refundable deposit of HK$30,000,000 from Willie and such deposit will be applied as part payment of the consideration on completion.

The net balance of consideration of HK$120,000,000 in cash for the Proposed Issue will be payable by Willie to the Company by cheque upon completion of the Proposed Issue.

The subscription price of HK$0.10 per Mission Capital Subscription Share represents:

• (i) a discount of approximately 18.03% to the closing price of HK$0.122 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 15.68% over the average closing price of approximately HK$0.1186 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 77.27% over the closing price of approximately HK$0.44 per Share as quoted on the Stock Exchange for the Latest Practicable Date.

– 6 –

LETTER FROM THE BOARD

The subscription price for the Mission Capital Subscription Shares was determined after arm’s length negotiation between the Company and Willie. The subscription price for the Mission Capital Subscription Shares was also determined by reference to the recent trading performance of the Shares. The subscription price payable by Willie to the Company represents an approximate 75.48% discount to the unaudited consolidated net asset value per share of the Group as at 30 September 2014, after taking into consideration of the open offer on the basis of one offer share for every two Shares held on the record date to which 2,139,175,251 offer shares were issued on 13 February 2015. The Directors consider that the terms of the Proposed Issue are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The gross proceeds from the Proposed Issue will be HK$150,000,000. The net proceeds from the Proposed Issue will amount to approximately HK$148,750,000. The net proceeds raised per Mission Capital Subscription Share upon completion of the Proposed Issue will be approximately HK$0.0992.

In accordance with Willie’s final results announcement for the year ended 31 December 2014, the bank balances and cash of Willie was amounted to approximately HK$176 million as at 31 December 2014, which is sufficient to settle the Proposed Issue.

Mr. Man Wai Chuen and Mr. Kitchell Osman Bin, both of them are Directors, had abstained from voting in the board meeting as Mr. Man Wai Chuen is currently an executive director of Willie and Mr. Kitchell Osman Bin holds 83,218,750 Willie Shares as at the Latest Practicable Date.

Conditions of the Proposed Issue

The obligation of the Company to effect the Proposed Issue is conditional upon, amongst other things, the following conditions precedent:–

• (i) the passing of a resolution to approve a Specific Mandate to issue and allot the Mission Capital Subscription Shares to Willie by Shareholders of the Company at SGM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Mission Capital Subscription Shares;

– 7 –

LETTER FROM THE BOARD

• (iii) compliance with all the necessary requirements under the Listing Rules for the allotment and issue of the Mission Capital Subscription Shares by the Company; and

• (iv) all requisite consents, licences and approvals from the relevant third parties (including regulatory authorities in Bermuda or Hong Kong and elsewhere) for the execution of the Subscription Agreement and completion of the transactions contemplated under the Subscription Agreement by the Company having been obtained.

If the Mission Capital Conditions have not been fulfilled on or before 4:00 p.m. on 30 June 2015 (or such other date as the parties may agree in writing), the Company’s obligation to issue the Mission Capital Subscription Shares shall terminate whereupon the Company shall have no further obligations to issue and allot the Mission Capital Subscription Shares to Willie and the parties shall not have any further claims against each other under the Subscription Agreement in respect of the Mission Capital Subscription Shares for costs, damages, compensation or otherwise, save in respect of antecedent breaches and claims.

Specific Mandate to issue the Mission Capital Subscription Shares

The Mission Capital Subscription Shares will be issued and allotted under the Specific Mandate to be sought at the SGM.

Completion of the Proposed Issue

Completion of the Proposed Issue shall take place on the next Business Day after all of the Mission Capital Conditions have been satisfied (or any other time as the Company and Willie may agree).

– 8 –

LETTER FROM THE BOARD

Application for listing

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Mission Capital Subscription Shares to be issued pursuant to the Proposed Issue. The Mission Capital Subscription Shares will not be listed on or dealt in any other stock exchange. No part of the equity or debt securities of the Company is listed on or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal in is being or is proposed to be sought from any other stock exchange.

C. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save as disclosed below, the Company has not conducted any fund raising activities in the past twelve months before the Latest Practicable Date:

Date of		Net	Intended	Intended
announcement	Event	proceeds	use of	proceeds	Actual use of proceeds
			(Note)
18 December	The Company proposes to raise	HK$209.16	The Company intends to utilise
2014	approximately HK$213.92	million	the net proceeds of the Open
	million before expenses by		Offer as to
	way of the open offer on the
	basis of one offer Share for		(i)	approximately 60% for	(i) Used as intended –
	every two Shares held on			the development of its	approximately HK$120
	the record date, pursuant to			money lending business.	million for provision of
	which 2,139,175,251 offer			This part of the net	loan facility, details of
	Shares will be issued at the			proceeds will be utilised	which were disclosed
	subscription price of HK$0.10			as funding to finance the	in the announcement of
	per offer Share.			money lending business;	the Company dated 4
				and	March 2015
	The open offer was completed		(ii)	approximately 40% for	(ii) Used as intended –
	on 17 February 2015.			trading of securities to	approximately HK$89
				capture potential short	million for short term
				term capital gain.	securities investment

Note: For further details, please refer to the announcement of the Company dated 4 March 2015.

– 9 –

LETTER FROM THE BOARD

D. EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of Proposed Issue (assuming no other changes in the issued share capital and shareholding in the Company from the Latest Practicable Date up to immediately before the issue of all Mission Capital Subscription Shares) are set out as below:

	As at the Latest	Practicable Date	Immediate upon completion of	Immediate upon completion of
			the Proposed Issue
	Number of	Percentage	Number of	Percentage
	Shares	(approx.)	Shares	(approx.)
Substantial Shareholders
Genius Spring Limited_(Note)_	850,000,000	10.78	850,000,000	9.06
Willie	–	–	1,500,000,000	15.98
Other Shareholders	7,035,542,182	89.22	7,035,542,182	74.96
Total	7,885,542,182	100.00	9,385,542,182	100.00

Note:

On 20 May 2015, 850,000,000 new Shares were issued by the Company at the issue price of HK$0.094 per Share in relation to the acquisition of trading asset. Reference is made to the announcements of the Company dated 16 February 2015, 14 April 2015 and 20 May 2015. As at the Latest Practicable Date, Genius Spring Limited is an indirect wholly owned subsidiary of Qualipak International Holdings Limited.

– 10 –

LETTER FROM THE BOARD

Information on the Group

The Group principally engages in supply and procurement of commodities, provision of finance, securities investment and real estate business.

The Group has engaged in real estate business since early 2015 and entered into a transaction to acquire a company which holds a property known as 7th Floor, China United Centre, No. 28 Marble Road, North Point, Hong Kong on 16 February 2015, the completion of the transaction took place on 20 May 2015.

Mr. Suen Yick Lun Philip, executive Director, who has over 15 years of experience in corporate management and finance, accounting and company secretarial practice, and in particular, over 4 years’ experience in real estate business, is responsible for decision making and supervision in real estate business. The Group’s investment strategy in the real estate business is disclosed in the announcement dated 16 February 2015 and as at the Latest Practicable Date, the Company has no specific business plan in real estate business.

Set out below is the information of money lending business and listed securities investment of the Group:–

Money Lending Business

As at the Latest Practicable Date, the size of existing loan portfolio of the money lending business is approximately HK$640 million and the loan type is mainly personal loan. There are several risks which the money lending business may face when it lends money out. The risks include the repayment risk and interest rate risk. The Company has no bad debts in past thirty six months up to immediately before the Latest Practicable Date. The historical and expected return rates of the money lending business are not less than approximately 5% p.a., the prospect of the money lending business is focusing on short term financing. To manage credit risk, the Company likely relies on the clienteles’ historical repayment record, due diligence on clienteles (e.g. background information) and/or secured/pledged assets (if any); and to manage interest rate risk, the Company maintains its lending rate not less than the best lending rate per annum.

– 11 –

LETTER FROM THE BOARD

Listed Securities Investment

As at the Latest Practicable Date, the size of listed securities investment portfolio is HK$3,900 million and the investment portfolio comprises listed shares in Hong Kong. As at the Latest Practicable Date, the Company has not identified any investment target. In making any investment decision, the Director(s) will consider fundamental basis (including but not limited to micro market trend, intrinsic value and market condition) and the Director(s) will keep track on the securities’ market in order to look for suitable investment targets.

Moreover, the historical return rate of listed securities investment of the Company is from zero to approximately 15%, and the expected return rate of listed securities investment is approximately 12.88%, with Manulife Apac Small and Mid-cap fund’s performance as reference. To manage some risks (including market risk and stock concentration risk) associated with its listed securities investment, the management will diversify its investment portfolio, and will not hold any securities which represent more than 50% of the Company’s listed securities investment portfolio at the date of an investment acquired.

Reasons for and Benefits of the Proposed Issue

The Board believes that the Proposed Issue will strengthen the capital base of the Company, the Company will apply the net proceed to its money lending business and listed securities investment and/or facilitate the Group’s development when business/investment opportunities arise.

Upon the completion of the Proposed Issue, the Company will apply the net proceed as general working capital of the Group – approximately 30% for money lending business and approximately 70% for listed securities investment.

Accordingly, the Board considers the Proposed Issue (including the grant of the Specific Mandate) is in the interests of and beneficial to the Company and its Shareholders as a whole.

– 12 –

LETTER FROM THE BOARD

E. SGM

A SGM will be convened and held for the Shareholders to consider and, if thought fit, pass the relevant resolution to approve the Proposed Issue (including the grant of the Specific Mandate).

As Willie is a party to the Subscription Agreement, it has a material interest in the Proposed Issue. Willie and its associates, to the extent they hold Shares (if any) at the SGM, will be required to abstain from voting at the SGM on the resolution proposed to approve Proposed Issue (including the grant of the Specific Mandate).

The notice of SGM is set out on page 15 to page 17 of this circular. A form of proxy is enclosed for use at the SGM. Whether or not you intend to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the SGM. The completion and return of a form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.

Pursuant to Rule 13.39(4) of Listing Rules, the votes of the Shareholders at the SGM will be taken by way of poll. The Company will make a further announcement on the result of the SGM.

As completion of the Proposed Issue is subject to the satisfaction of a number of conditions precedents under the Subscription Agreement, the Proposed Issue may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

F. RECOMMENDATION

The Board is of the opinion that the Proposed Issue (including the grant of the Specific Mandate) is fair and reasonable and on normal commercial terms and is in the best interests of the Company and Shareholders as a whole and the Board recommends Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

– 13 –

LETTER FROM THE BOARD

G. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board Mission Capital Holdings Limited Suen Yick Lun Philip

Acting Chairman and Managing Director

– 14 –

NOTICE OF SGM

(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

NOTICE IS HEREBY GIVEN that a special general meeting of Mission Capital Holdings Limited (the “Company”) will be held at Plaza I-II, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 9:30 a.m. on 17 June 2015 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

As special businesses, to consider and if thought fit, pass with or without modification the following resolution as ordinary resolution:

1. “THAT:

2. (a) Conditional upon the Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Subscription Shares (as hereinafter defined), the issue and allotment of 1,500,000,000 Shares (the “Subscription Shares”) of HK$0.01 each in the share capital of the Company to Willie International Holdings Limited or as it may direct (the “Subscriber”) at a subscription price of HK$0.10 per Subscription Share in accordance with the terms and conditions in the subscription agreement dated 17 March 2015 entered into between the Company and the Subscriber as supplemented by a supplemented agreement dated 28 April 2015 (the “Subscription Agreement”, a copy of which has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) be and is hereby approved;

* For identification purpose only

– 15 –

NOTICE OF SGM

• (b) the directors of the Company be and are hereby authorised to do all things and acts and sign all documents which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the issue and allotment of the Subscription Shares pursuant to the Subscription Agreement.”

By order of the Board Mission Capital Holdings Limited Suen Yick Lun Philip Acting Chairman and Managing Director

Hong Kong, 1 June 2015

As at the date of this notice, the Board comprises the following Directors:

Executive Directors Independent Non-executive Directors Mr. Suen Yick Lun Philip Dr. Leung Shiu Ki Albert (Acting Chairman and Managing Director) Ms. Chen Wei Mr. Lau King Hang Mr. Wong Yat Fai Mr. Kitchell Osman Bin Mr. Man Wai Chuen Mr. Wong Kwok Tai

Notes:

• (1) Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she or they represent as such member of the Company could exercise.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

– 16 –

NOTICE OF SGM

• (3) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding special general meeting or adjourned meeting thereof at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

• (4) Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (5) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any 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 this 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.

– 17 –