PINE Technology Holdings Limited — AGM Information 2013

Oct 11, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 PINE Technology Holdings Limited (“the Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer as effected for transmission to the purchaser or transferee.

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

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(incorporated in Bermuda with limited liability)

(Stock Code: 1079)

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITORS, ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit A, 32nd Floor, @Convoy, 169 Electric Road, North Point, Hong Kong on 22 November, 2013 at 2:00 p.m. is set out on pages 22 to 26 of this circular. Whether you are able to attend or not, please complete and return the form of proxy accompanying this circular to the branch share registrar of the Company in Hong Kong as soon as possible and, in any event, not later than 2:00 p.m. on 20 November, 2013. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting if you wish.

• for identification purposes only

11 October, 2013

CONTENTS

Page

Letter from the Board

–	Introduction . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	1
–	General Mandate to Issue New Shares . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	2
–	General Mandate to Repurchase Shares . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	2
–	Re-election of Retiring Directors . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	3
–	Re-appointment of Retiring Auditors . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	3
–	Adoption of the New Share Option Scheme	. . . . . . . . . . . . . . . . . . . . . . . .	3
–	Notice of Annual General Meeting . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
–	Voting by Poll . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
–	Recommendation . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
–	Responsibility Statement . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
–	General . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . . . .			7
Appendix II – Details of the Retiring Directors Proposed to be Re-elected . . . .			10
Appendix III – Summary of the Principal Terms of
	the New Share Option Scheme. .	. . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . .	22

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LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability)

(Stock Code: 1079)

Executive Directors:

Mr. Chiu Hang Tai (Chairman and Chief Executive Officer) Mr. Chiu Samson Hang Chin (Deputy Chairman)

Non-Executive Director:

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Mr. Chiu Herbert H T

Independent Non-Executive Directors:

Mr. Li Chi Chung Mr. So Stephen Hon Cheung Dr. Huang Zhijian

Principal Place of Business in Hong Kong: Unit A, 32nd Floor, @Convoy 169 Electric Road North Point Hong Kong

11 October, 2013

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITORS, ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the annual general meeting of PINE Technology Holdings Limited (“the Company”, together with its subsidiaries, “the Group”) to be held at Unit A, 32nd Floor, @Convoy, 169 Electric Road, North Point, Hong Kong on 22 November, 2013 at 2:00 p.m. (“the AGM”), resolutions will be proposed to approve, among others (i) the granting of general mandates to allot, issue and deal with new shares and to repurchase shares of the Company to the

• for identification purposes only

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LETTER FROM THE BOARD

directors of the Company (“the Directors”); (ii) the re-election of retiring directors of the Company; (iii) the re-appointment of retiring auditors of the Company and (iv) the adoption of a new share option scheme.

GENERAL MANDATE TO ISSUE NEW SHARES

It will be proposed at the AGM two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with new shares of the Company not exceeding 20% of the share capital of the Company in issue on the date of the resolution (“Issue Mandate”) and adding to such general mandate so granted to the Directors any shares representing the aggregate nominal amount of the shares repurchased by the Company after the granting of the below repurchase mandate in order to provide flexibility for issuing new shares when it is in the interests of the Company.

As at 7 October, 2013 (“the Latest Practicable Date”), the total issued share capital of the Company comprised 921,584,783 shares of HK$0.10 each (“the Shares”). Subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the Issue Mandate to allot a maximum of 184,316,956 Shares assuming the below repurchase mandate is not exercised.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general mandate to exercise all powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange (“Repurchase Mandate”). Under such mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the share capital of the Company in issue on the date of the resolution. The mandate allows the Company to make or agree to make repurchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or by the bye-laws of the Company (“the Bye-laws”) or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders of the Company (“the Shareholders”) in a general meeting of the Company.

As at the Latest Practicable Date prior to the printing of this circular, there were in issue an aggregate of 921,584,783 Shares. Exercise in full of the Repurchase Mandate, on the basis that no further Shares would be issued or repurchased, prior to the date of the AGM, would accordingly result in up to 92,158,478 Shares being repurchased by the Company. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

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LETTER FROM THE BOARD

This circular contains the explanatory statement in compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“the Listing Rules”) and to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the aforesaid resolutions.

RE-ELECTION OF RETIRING DIRECTORS

Under code provision A.4.2 set out in the Corporate Governance Code (“the Code Provision”) contained in Appendix 14 of the Listing Rules, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

Pursuant to Bye-law 111 of the Bye-laws, one-third of the Directors, with the exception of Chairman, Deputy Chairman, Managing Director and joint Managing Director, shall retire from office by rotation at each annual general meeting. Notwithstanding the provisions of the Bye-laws, the Company intends to comply with the Code Provision A.4.2 by way of having one-third of all the Directors subject to retirement by rotation at each annual general meeting.

At the forthcoming 2013 AGM, Mr. Chiu Hang Tai, Chairman of the board of Directors (“the Board”) shall offer himself to retire along with Mr. So Stephen Hon Cheung at the AGM and both of them, being eligible, shall offer themselves for re-election pursuant to Bye-law 111.

Details of the retiring Directors are set out in Appendix II to this circular.

RE-APPOINTMENT OF RETIRING AUDITORS

The Board proposes to re-appoint Deloitte Touche Tohmatsu as the auditors of the Company effective until the conclusion of the 2014 annual general meeting of the Company subject to the approval of the shareholders at the forthcoming AGM. The Board also proposes and recommends to the shareholders to authorise the Board to fix their remuneration at the AGM.

ADOPTION OF THE NEW SHARE OPTION SCHEME

The previous share option scheme of the Company was adopted by the Company on 16 April 2003 and expired on 15 April 2013. The Board proposes and recommends to the Shareholders at the AGM to approve the adoption of the new share option scheme of the Company (“the New Share Option Scheme”).

Accordingly, an ordinary resolution will be proposed at the AGM to approve the adoption of the New Share Option Scheme.

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LETTER FROM THE BOARD

New Share Option Scheme

The purpose of the New Share Option Scheme is to provide incentive or reward to eligible participants of the New Share Option Scheme (“the Participants”) for their contribution to, and continuing efforts to promote the interests of, the Group.

The Participants include any employees of the Group (including any directors, whether executive or non-executive and whether independent or not, of the Company or any of its subsidiaries) and any distributor, contractor, business partner, promoter, service provider, customer, supplier, consultant, agent and adviser or any person who, in the sole discretion of the Board, has contributed or may contribute to the Group.

The rules of the New Share Option Scheme provide that the Company may specify the Participants to whom options for subscription for Shares (“Options”) shall be granted, the number of Shares subject to each Option and the date on which the Options shall be granted. The basis for determining the subscription price is also specified precisely in the rules of the New Share Option Scheme. There is no performance target specified in the New Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve to preserve the value of the Company and encourage Participants to acquire proprietary interests in the Company.

As at the Latest Practicable Date, the total issued share capital of the Company comprised 921,584,783 Shares. Subject to the approval of the New Share Option Scheme by the Shareholders and assuming that there is no change in the issued share capital between the period from the Latest Practicable Date to the date of the adoption of the New Share Option Scheme, the number of Shares which may fall to be allotted and issued upon exercise in full of all the Options that may be granted under New Share Option Scheme would be 92,158,478 Shares, representing approximately 10% of the Shares in issue as at the Latest Practicable Date.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date, as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but are not limited to the exercise price, exercise period and lock-up period (if any). The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

The New Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules. The New Share Option Scheme is conditional upon:–

• (a) the passing of the ordinary resolution by the Shareholders at the AGM to approve the adoption of the New Share Option Scheme; and

• (b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Shares which may fall to be allotted and issued pursuant to the exercise of the Options under the New Share Option Scheme.

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LETTER FROM THE BOARD

An application will be made to the Listing Committee of the Stock Exchange for granting the approval for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular. A copy of the rules of the New Share Option Scheme is available for inspection at the head office and principal place of business of the Company at Unit A, 32nd Floor, @Convoy, 169 Electric Road, North Point, Hong Kong during normal business hours from the date hereof up to and including the date at the AGM.

NOTICE OF ANNUAL GENERAL MEETING

The notice of the AGM is set out in page 22 to 26 of this circular. A proxy form for appointing proxy is dispatched with this circular and published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the branch share registrar of the Company in Hong Kong at Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be). Completion and return of a proxy form will not preclude Shareholders from attending and voting at the meeting and at any adjournment thereof if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions set out in the notice of the AGM will be decided by poll.

RECOMMENDATION

The Directors believe that all the above-mentioned resolutions, among others, in relation to the Issue Mandate, Repurchase Mandate, re-election of directors, re-appointment of auditors and adoption of the New Share Option Scheme are in the best interests of the Company and the Shareholders. Therefore, the Directors recommend the proposals to all the Shareholders for their favourable consideration and urge them to vote in favour of these resolutions to be proposed at the AGM.

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 Company. 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.

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LETTER FROM THE BOARD

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the AGM and is required to abstain from voting on the resolution(s) to be proposed at the AGM.

On behalf of the Board of PINE Technology Holdings Limited Chiu Hang Tai Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

(a) Share capital

As at the Latest Practicable Date, there were in issue an aggregate of 921,584,783 Shares. Subject to the passing of the ordinary resolution set out in item 4A of the notice of the AGM in respect of granting of the Repurchase Mandate and on the basis that no further Shares would be issued or repurchased prior to the date of the AGM, the Directors be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares up to HK$9,215,847.80 (equivalent to 92,158,478 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the AGM.

(b) Reasons for repurchases

The Directors believe that the granting of the Repurchase Mandate is in the best interest of the Company and the Shareholders. Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value per Share and/or earnings per Share.

(c) Funding of repurchases

Repurchase of Shares will be funded entirely from the Company’s available cash flow or working capital facilities, and will, in any event, be made out of funds legally available for the repurchase in accordance with the Bye-laws of the Company and the applicable laws of Bermuda.

As compared with the financial position of the Company as at 30 June, 2013 (being the date of its latest published audited accounts), the Directors do not expect there to be any material adverse impact on the working capital or gearing position of the Company as a result of repurchases made under the proposed Repurchase Mandate even if the mandate is exercised in full during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

(d) Disclosure of Interest

To the best of their knowledge and having made all reasonable enquires, none of the Directors nor any of their respective associates (as defined in the Listing Rules) have any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have present intention to sell any Shares to the Company, or 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 the Shareholders.

(e) Undertaking of The Directors

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Bermuda.

(f) Effect of takeovers code

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Code on Takeovers and Mergers (“Takeovers Code”).

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Chiu Hang Tai, Mr. Chiu Samson Hang Chin, Mr. Chiu Herbert H T, Ms. Chiu Man Wah and Madam Wong Wai Ying, all acting in concert beneficially held 216,402,465 Shares representing 23.48% of the issued share capital of the Company, 174,889,563 Shares representing 18.98% of the issued share capital of the Company, 66,051,465 Shares representing 7.17% of the issued share capital of the Company, 67,944,591 Shares representing 7.37% of the issued share capital of the Company and 14,675,958 Shares representing 1.59% of the issued share capital of the Company respectively. These, in aggregate, represent approximately 58.59% of the issued share capital of the Company. Based on such shareholdings and in the event that the Repurchase Mandate is exercised in full, the shareholdings of Mr. Chiu Hang Tai, Mr. Chiu Samson Hang Chin, Mr. Chiu Herbert H T, Ms. Chiu Man Wah and Madam Wong Wai Ying in aggregate would be increased to 65.10% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Of 216,402,465 Shares beneficially held by Mr. Chiu Hang Tai, 19,902,465 Shares are registered in his personal name, the remaining of 196,500,000 shares are beneficially owned by and registered in the name of Alliance Express Group Limited which is incorporated in the British Virgin Islands (“BVI”) and its entire issued share capital is beneficially owned by Mr. Chiu Hang Tai. Madam Wong Wai Ying is the mother of Mr. Chiu Hang Tai, Mr. Chiu Samson Hang Chin, Mr. Chiu Herbert H T and Ms. Chiu Man Wah.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer under the Rule 26 of the Takeovers Code or result in the number of listed Shares which are in the hands of the public falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

(g) Share repurchases made by the Company

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

(h) Share prices

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during the previous twelve months were as follows:–

Month	Highest	Lowest
	HK$	HK$
2012
November	0.100	0.081
December	0.102	0.087
2013
January	0.108	0.089
February	0.136	0.094
March	0.121	0.092
April	0.103	0.085
May	0.113	0.092
June	0.145	0.097
July	0.129	0.102
August	0.465	0.097
September	0.335	0.210
October (up to 7 October, 2013)	0.285	0.213

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the details of the Directors who will retire and being eligible, offer themselves for re-election:–

Mr. Chiu Hang Tai , aged 53, is the Chairman of the Company and co-founder of the Group. He was also appointed as the chief executive officer of the Group in January 2003. He is responsible for overall strategic planning and formulation of corporate strategy of the Company. He holds a bachelor’s degree of science in economics from Salem State College in the United States and a master degree in Business Administration from Northeastern University in the United States. He has over 24 years of experience in the computer industry and also served as director of two health food companies. Mr. Chiu was awarded the 1999 Young Industrialist Award of Hong Kong.

Mr. Chiu is the brother of Mr. Chiu Samson Hang Chin, Deputy Chairman of the Company and Mr. Chiu Herbert H T, non-executive director of the Company. Save as disclosed, he does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Chiu holds directorships in various subsidiaries of the Company. He has not held any directorships in the last three years in other listed public companies the securities of which are listed on any securities market in Hong Kong or overseas. Mr. Chiu has entered into a service contract with the Company commencing on 1 November, 1999 which will continue thereafter unless terminated in accordance with the relevant clauses of the service contract. As Chairman, Mr. Chiu is not subject to retirement by rotation in accordance with the Bye-laws of the Company. However, Mr. Chiu shall voluntarily retire at the AGM and offer himself for re-election in order to comply with the Code Provision A.4.2 of the Corporate Governance Code. He received emoluments of US$235,000 (including management bonus) for the year ended 30 June, 2013. His salary is determined by the Board with reference to the market bench mark. He is also entitled to a management bonus provided that the aggregate amount of the bonuses payable to all the executive directors for any financial year of the Company may not exceed 5% of the audited consolidated or combined net profit of the Company (after taxation and minority interests and payment of such bonuses but extraordinary items).

As at the Latest Practicable Date, Mr. Chiu has personal interests in 216,402,465 shares, representing 23.48% of the issued share capital of the Company and has interests in 5,970,000 share options of the Company within the meaning of the Part XV of the Securities and Futures Ordinance (“SFO”).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

Mr. So Stephen Hon Cheung , aged 57, joined the Group in September 2002 as an independent non-executive director of the Company. He is the Chairman of the Remuneration Committee and also a member of the Audit Committee and Nomination Committee of the Company. He is a director of the accounting firm, T.M. Ho, So & Leung CPA Limited, and is a fellow member of the Hong Kong Institute of Certified Public

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Accountants, a member of the Canadian Institute of Chartered Accountants, a member of the Society of Certified Management Accountants of Canada and a fellow member of the Association of International Accountants. He holds a bachelor’s degree in commerce from the University of British Columbia, Canada and is now a visiting professor of various universities and colleges in Beijing, Liaoning, Sichuan, Xinjiang, Qinghai and Guangdong of China. He has extensive experience in commercial sector of manufacturing, wholesale and trading and in public practice working for various companies in Hong Kong, China and Canada. He is also acting as independent non-executive director of Skyworth Digital Holdings Limited (stock code: 751) and Milan Station Holdings Limited (stock code:1150), which are companies listed on the Main Board of the Stock Exchange.

Mr. So does not hold any position with the other members of the Company’s Group. Save as disclosed above, he has not held any directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

There is a letter of appointment dated 13 September 2012 between the Company and Mr. So for a term of two years with no specific requirement for notice of termination and compensation for termination. Mr. So is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company. He is entitled to director’s emoluments of HK$10,000 per month which is determined by the Board with reference to the market bench mark.

Mr. So does not have any interests in the shares of the Company within the meaning of Part XV of the SFO and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. So has met the independence guidelines set out in Rule 3.13 of the Listing Rules.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

This appendix sets out further information of the New Share Option Scheme and also summarises the principal terms of the New Share Option Scheme but does not form part of nor is it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

NEW SHARE OPTION SCHEME

Summary of terms

The following is a summary of the principal terms of the New Share Option Scheme proposed to be approved by a resolution of the Shareholders at the AGM, notice of which is set out on pages 22 to 26 of this circular:

• (a) Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to enable the Company to provide incentive or reward to Participants for their contribution to, and continuing efforts to promote the interests of, the Group.

• (b) Administration of the New Share Option Scheme

The New Share Option Scheme shall be subject to the administration of the Directors whose decision on all matters arising in relation to the New Share Option Scheme or their interpretation or effect shall (save as otherwise provided in the New Share Option Scheme and in the absence of manifest error) be final and binding on all persons who may be affected thereby.

(c) Grant and acceptance of Options

Subject to the terms of the New Share Option Scheme, the Board may, in its absolute discretion, invite any Participant to take up Options to subscribe for Shares at a price calculated in accordance with paragraph (d) below.

An offer for the grant of an Option (“the Offer”) shall be made to a Participant in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine either generally or on a case-by-case basis specifying the number of Shares and the Option Period (as defined below) in respect of which the Offer is made and further requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the New Share Option Scheme and shall remain open for acceptance by the Participant concerned (and by no other person, including his personal representative(s)) for a period of twenty-one (21) days inclusive of, and from the date on which the Offer is made (“the Offer Date”) provided that no such Offer shall be open for acceptance after the earlier of the date falling ten (10) years after the date on which the New Share Option Scheme was adopted (“the Adoption Date”) or the termination of the New Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

An Offer shall be deemed to have been accepted by a Participant in respect of all Shares which are offered to such Participant when the duplicate letter comprising acceptance of the Offer duly signed by the Participant together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such remittance shall in no circumstances be refundable.

Any Offer may be accepted by a Participant in respect of less than the number of Shares which are offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate letter comprising acceptance of the Offer duly signed by such Participant and received by the Company together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof within twenty-one (21) days from the Offer Date or such shorter period as the Board my from time to time determine.

Upon an Offer being accepted by a Participant in whole or in part in accordance with this paragraph (c), an Option in respect of the number of Shares in respect of which the Offer was so accepted will be deemed to have been granted by the Company to such Participant on the Offer Date. To the extent that the Offer is not accepted within twenty-one (21) days in the manner indicated in this paragraph (c) it will be deemed to have been irrevocably declined.

(d) Exercise of Options and Price of Shares

An Option may be exercised in whole or in part by the grantee giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the subscription price for the Shares in respect of which the notice is given. Within twenty-one (21) days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate of the Company’s auditors or independent financial advisers, the Company shall allot and issue the relevant Shares to the grantee (or his personal representative(s)) credited as fully paid.

Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the Bye-laws for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date on which the Option is duly exercised or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members (“the Exercise Date”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. A Share allotted upon the exercise of an Option shall not carry voting rights until the name of the grantee has been duly entered onto the register of members of the Company as the holder thereof.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

The exercise price for Shares under the New Share Option Scheme may be determined by the Board at its absolute discretion but in any event will not be less than the highest of: (i) the closing price of the Shares on the Stock Exchange (as stated in the Stock Exchange’s daily quotations sheet) on the Offer Date, which must be a Business Day (meaning a day on which the Stock Exchange is open for the business of dealing in securities); (ii) the average closing price of the Shares on the Stock Exchange (as stated in the Stock Exchange’s daily quotations sheets) for the five (5) Business Days immediately preceding the Offer Date; and (iii) the nominal value of the Share on the Offer Date.

• (e) Maximum number of Shares available for issue

• (i) Subject to the Listing Rules, the maximum number of Shares which may be issued upon exercise of all Options that may be granted at any time under the New Share Option Scheme shall not, when aggregated with any Shares subject to any other schemes involving the issue or grant of option over Shares by the Company to, or for the benefit of the Participants, exceed such number of Shares as shall represent 10% of the issued share capital of the Company as at the Adoption Date (“the Scheme Mandate Limit”). Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) The Company may seek approval by the Shareholders in general meeting for “refreshing” the Scheme Mandate Limit under the New Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other schemes of the Company under the limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of passing the relevant resolution. Options previously granted under the New Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or exercised Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as “refreshed”.

• (iii) The Company may seek separate approval by the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided the Options in excess of the Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose, the information required under Rule 17.02(2)(d) and the disclaimer required under Rule 17.02(4) of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

• (iv) The limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other schemes of the Company must not exceed 30% of the relevant class of Shares in issue from time to time. No Options may be granted under the New Share Option Scheme or any other schemes of the Company if this will result in this limit being exceeded.

(f) Grant of Options to connected persons or any of their associates

Any grant of Option to a Director, chief executive or substantial Shareholder (as defined in the Listing Rules) of the Company, or any of their respective associates (as defined in the Listing Rules), under the New Share Option Scheme must be approved by the independent non-executive Directors (excluding an independent non-executive Director who is the proposed grantee of the Option). Where any grant of Options to a substantial Shareholder (as defined in the Listing Rules) of the Company or a Director (including an independent non-executive Director) or any of their respective associates (as defined in the Listing Rules), would result in the Shares issued or to be issued upon exercise of all Options already granted or to be granted (including Options exercised, cancelled and outstanding) to such person in the twelve (12)-month period up to and including the date of such grant:

• (a) representing in aggregate over 0.1% of the relevant class of Shares in issue; and

• (b) having an aggregate value, based on the closing price of the Shares as stated in the daily quotation sheet issued by the Stock Exchange at the date of each grant, in excess of HK$5 million,

such further grant of Options must be approved by the Shareholders in general meeting at which all connected persons of the Company (as defined in the Listing Rules) must abstain from voting in favour at such general meeting. Any vote taken at the general meeting to approve the grant of such Options must be taken by way of a poll.

A circular must be prepared by the Company explaining the proposed grant, disclosing (i) the number and terms of the Options to be granted, (ii) containing a recommendation from the independent non-executive Directors (excluding independent non-executive Director who is the proposed grantee of the Options) as to voting, (iii) the information required under Rule 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4); and (iv) the information required under Rule 2.17 of the Listing Rules.

(g) Maximum entitlement of each Participant

The total number of Shares issued and to be issued upon exercise of the Options granted to each Participant or grantee (including exercised and outstanding Options) in any twelve (12)-month period up to the date of grant shall not exceed 1% of the Shares in issue at the date of grant (“the Individual Limit”). Where it is proposed that any

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

Offer is to be made to a Participant (or where appropriate, an existing grantee) which would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the twelve (12)-month period up to and including the relevant date of grant to exceed his, her or its Individual Limit, such Offer and any acceptance thereof must be conditional upon Shareholders’ approval in general meeting with such Participant (or where appropriate, an existing grantee) and his, her or its associates (as defined in the Listing Rules) abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant or grantee, the number and terms of Options to be granted (and Options previously granted) to such Participant, and the information required under the Listing Rules. The number and terms (including the subscription price) of Options to be granted to such Participant must be fixed before the date on which Shareholders’ approval is sought and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

(h) Time of Exercise of Options

Subject to the terms of the New Share Option Scheme, an Option may be exercised in whole or in part at any time during the period to be determined and identified by the Board to each grantee at the time of making an offer for the grant of an Option, but in any event no later than ten (10) years from the date of grant but subject to the early termination of the New Share Option Scheme (the “Option Period”).

Although there is no specified minimum period under the New Share Option Scheme for which an Option must be held or the performance target which must be achieved before an Option can be exercised under the terms of the New Share Option Scheme, the Directors may make such grant subject to such terms and conditions in relation to the minimum period of the Options to be held and/or performance targets to be achieved as the Directors may determine in their absolute discretion.

(i) Restrictions on the time of grant of Options

Grant of Options may not be made after inside information has come to the Company’s knowledge until the Company has announced the information in accordance with the relevant requirements of the Listing Rules. In particular, no Option may be granted during the period commencing one (1) month immediately preceding the earlier of (i) the date of the Board meeting for the approval of the Company’s interim or annual results; and (ii) the deadline for the Company to publish its interim or annual results announcement, and ending on the date of such results announcement.

(j) Rights are personal to grantees

An Option is personal to the grantee and shall not be assignable. An Option shall not be sold, transferred, charged, mortgaged, encumbered or created with any interest in favour of any third party.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(k) Rights on cessation of employment by dismissal

If the grantee of an Option is an employee of a member of the Group and ceases to be an employee on one or more of the grounds that he or she has been guilty of persistent or serious misconduct, bankruptcy, insolvency, composition with his or her creditors generally or conviction of any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee or the Group into disrepute), his or her Option (to the extent not already exercised) will lapse on the date of cessation of his or her employment, save as otherwise determined by the Board.

(l) Rights on death

If the grantee of an Option is an employee of a member of the Group and ceases to be an employee by reason of his or her death before exercising the Options in full and none of the events referred to in paragraph (k) above as ground for termination of his or her Options arises, his or her personal representative(s) may exercise the Option (to the extent not already exercised) within a period of twelve (12)-months following the date of death (or such longer period as the Board may determine), failing which it will lapse.

(m) Rights on cessation of employment for other reasons

If the grantee of an Option who is an employee of a member of the Group ceases to be an Participant by resignation, retirement, expiry of employment contract or termination of employment for any reason other than any of the events specified in paragraph (k) or (l) before exercising the Option in full, the Option (to the extent not already exercised) shall lapse on the date of cessation or termination and shall not be exercisable, unless the Board otherwise determines. The date of cessation or termination as aforesaid shall be the last day on which the grantee was actually at work with the Company or its relevant subsidiary whether salary is paid in lieu of notice or not.

(n) Rights on a general or partial offer

In the event of a general or partial offer being made to all Shareholders (or all such holders other than the offeror and/or person controlled by the offeror and/or any person acting in concert (as defined in the Takeovers Code) with the offeror) and such offer becomes or is declared unconditional during the Option Period of the relevant Option, the grantee (or his personal representative(s)) shall be entitled to exercise the Option in full (to the extent not already exercised) at any time thereafter and up to the close of such offer.

(o) Rights on winding up

In the event a notice is given by the Company to its members to convene a general meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

it despatches such notice to each member of the Company give notice thereof to all grantees and any grantee or his or her personal representative(s) may by notice in writing to the Company accompanied by a remittance for the full amount of the aggregate subscription price in respect of the relevant Option (such notice to be received by the Company no later than two (2) Business Days prior to the proposed general meeting)) exercise the Option (to the extent not already exercised) either to its full extent or to the extent that he or she may specify in his or her notice and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot and issue such number of Shares to the grantee credited as fully paid.

(p) Rights on reconstruction, compromise or arrangement

If a compromise or arrangement between the Company and its members or creditors is proposed for the purpose of or in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice to the grantee on the same date as it despatches the notice to each member or creditor of the Company to consider such a compromise or arrangement, and thereupon the grantee (or his or her personal representative(s)) may by notice in writing to the Company accompanied by a remittance of the full amount of the subscription price in respect of which the notice is given (such notice to be received by the Company no later than two (2) Business Days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in the notice and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed general meeting allot and issue such number of Shares to the grantee credited as fully paid.

(q) Cancellation of Options

The Board may at any time cancel any Option granted but not exercised if the grantee so agrees. Any cancellation of Options granted but not exercised and the issuance of new Options to the same grantee may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit.

(r) Effect of alterations to share capital

In the event of any alteration in the capital structure of the Company by way of capitalisation of profits or reserves, rights issue, consolidation, subdivision or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction while any Option remains exercisable), such corresponding alterations (if any) will be made in (i) the number or nominal amount of Shares to which the New Share Option Scheme or any Option(s) relates; and/or (ii) the subscription price per Share; and/or (iii) the maximum number of Shares available for subscription; and/or (iv) the method of exercise of the Option, as the auditors or independent financial advisers for the time being of the Company shall at the request of the Company or any grantee certify in writing to be in their opinion fair and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

reasonable, provided that any such alterations shall be made on the basis that the grantee shall have the same proportion of the issued share capital of the Company to which he was entitled before such alteration and the aggregate subscription price payable by the grantee on the full exercise of any Option shall remain as nearly as possible the same as (but not greater than) it was before such event, but so that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. Save in the case of a capitalisation issue, the auditors or independent financial advisers for the time being of the Company must confirm to the Directors in writing that such adjustment(s), among others, satisfy the aforesaid requirements.

(s) Ranking of Shares

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-laws for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date on which the Option is exercised and accordingly will entitle the holders of Shares to participate in all dividends or other distributions paid or made on or after the date on which the Option is exercised other than any dividends or other distributions previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.

(t) Duration of the New Share Option Scheme

The New Share Option Scheme shall continue in force for the period commencing from the Adoption Date and expiring at the close of business on the tenth anniversary thereof, after such period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in respect of any Options granted before its expiry or termination but not yet exercised.

(u) Alterations to the terms of the New Share Option Scheme

• (i) The provisions relating to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of Participants without the prior approval of Shareholders in a general meeting.

• (ii) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (iii) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (iv) Any change to the authority of the Directors or the administrator of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme must be approved by Shareholders in a general meeting.

• (v) Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in any Shares to be issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and

• (ii) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in general meeting.

• (w) Lapse of Options

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (i) the expiry of the Option Period;

• (ii) the expiry of any of the periods referred to in paragraphs (k) to (p);

• (iii) the date on which the Directors shall exercise the Company’s right to cancel the Option by reason of a breach of paragraph (j) by the grantee of the Option in respect of that or any other Option; and

• (iv) the date of the commencement of the winding-up of the Company.

(x) Termination

The Company by ordinary resolution in general meeting may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options granted prior to such termination.

Details of the Options granted, including Options exercised or outstanding, under the New Share Option Scheme shall be disclosed in the circular to Shareholders seeking approval of any subsequent share option scheme to be established after such termination.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(y) Miscellaneous

The terms of the New Share Option Scheme (and any other schemes adopted by the Company from time to time) shall be in accordance with the requirements set out in Chapter 17 of the Listing Rules.

The Company will comply with the relevant statutory requirements and the Listing Rules from time to time in force on a continuing basis in respect of the New Share Option Scheme and any other schemes of the Company.

Any dispute arising in connection with the number of Shares of an Option and any of the matters referred to in paragraph (r) above shall be referred to the decision of the auditors or the independent financial advisers of the Company who shall act as experts and not as arbitrators and whose decision, in the absence of manifest error, shall be final and binding.

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NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in Bermuda with limited liability)

(Stock Code: 1079)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of PINE TECHNOLOGY HOLDINGS LIMITED (“the Company”) will be held at Unit A, 32nd Floor, @Convoy, 169 Electric Road, North Point, Hong Kong on 22 November, 2013 at 2:00 p.m. for the following purposes:– 1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 30 June, 2013.

1. To re-elect the retiring directors and to authorise the Board of Directors to fix the directors’ remuneration.

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

3. As special business, to consider and if thought fit, pass the following resolutions as Ordinary Resolutions:–

4. A. “ THAT

   • (a) subject to paragraph A(b) below, the exercise by the directors of the Company (“the Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) or of any other stock exchange, be and is hereby generally and unconditionally approved and authorised;

5. for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the shares of the Company to be repurchased by the Company pursuant to the approval in paragraph A(a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the approval pursuant to paragraph A(a) shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

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

  • (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.”

• B. “ THAT

• (a) subject to paragraph B(b) below, a general mandate be and is hereby unconditionally given to the Directors to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with the new shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares, and to make and grant offers, agreements and options which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter;

• (b) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted or dealt with pursuant to the approval in paragraph B(a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly:–

  • (i) a rights issue where shares are offered for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations

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NOTICE OF ANNUAL GENERAL MEETING

under the laws of, or the requirements of any recognised regulatory body or stock exchange in, or in any territory outside Hong Kong;

     - (ii) an issue of shares under any share 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;

     - (iii) any scrip dividend scheme or similar arrangement implemented in accordance with the Bye-laws of the Company; and

  - (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

     - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws of Bermuda to be held; and

     - (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.”

• C. “ THAT conditional upon Resolutions 4A and 4B being passed, the general mandate granted to the Directors of the Company pursuant to Resolution 4B to exercise the powers of the Company to allot shares in the capital of the Company be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 4A, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution.”

• To consider and, if thought fit, pass with or without amendment(s) the following resolution as Ordinary Resolution:

“ THAT subject to and conditional upon the Stock Exchange granting the listing of and permission to deal in the shares of HK$0.10 each in the capital of the Company falling to be issued pursuant to the new share option scheme (“the New Share Option Scheme”), the terms of which are set out in the document marked “A” which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the rules of the New Share Option Scheme be and are hereby approved and adopted and the Directors be and are

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NOTICE OF ANNUAL GENERAL MEETING

hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:

• (a) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for shares of the Company;

• (b) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;

• (c) to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme provided always that the total number of shares subject to the New Share Option Scheme, when aggregated with any shares subject to any other share option schemes of the Company, shall not exceed 10% of the relevant class of the issued share capital of the Company as at the date of passing this resolution, but the Company may seek approval of its shareholders in general meeting for refreshing the 10% limit under the New Share Option Scheme and the maximum number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the relevant class of the issued share capital of the Company from time to time;

• (d) to make applications at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of and permission to deal in any shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the options under the New Share Option Scheme; and

• (e) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.”

On behalf of the Board of PINE Technology Holdings Limited Chiu Hang Tai Chairman

Hong Kong, 11 October, 2013

As at the date of this circular, executive Directors are Mr. Chiu Hang Tai and Mr. Chiu Samson Hang Chin, the non-executive Director is Mr. Chiu Herbert H T and the independent non-executive Directors are Mr. Li Chi Chung, Mr. So Stephen Hon Cheung and Dr. Huang Zhijian.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) To be effective, a form of proxy 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, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (3) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

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