Puxing Energy Limited — Proxy Solicitation & Information Statement 2017

Sep 6, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Sunway International Holdings Limited (the ‘‘Company’’) you should at once hand this circular, together with the accompanying proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the same or transfer was effected for transmission to the purchaser or transferee.

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

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SUNWAY INTERNATIONAL HOLDINGS LIMITED 新 威 國 際 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 58)

PROPOSED REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE 2016 SHARE OPTION SCHEME RE-ELECTION OF THE RETIRING DIRECTOR AND

NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the SGM be held at 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 22 September 2017, at 11:00 a.m. or in the event that a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day after 22 September 2017 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages 10 to 11 of this circular. Whether or not you propose to attend the SGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish and in such event the proxy form shall be deemed to be revoked.

• for identification purpose only

6 September 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter	from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Refreshment of the 10% Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Re-election of the Retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix — Biographical Details of the Retiring Director . . . . . . . . . . . . . . . . . . . . .		9
SGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10

– i –

DEFINITIONS

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

• ‘‘2016 Share Option Scheme’’ the share option scheme currently in force adopted by the Company on 17 June 2016

‘‘Board’’ board of Directors or a duly authorised committee thereof for the time being

‘‘Business Day’’ any day (excluding Saturday) on which no ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day and on which banks in Hong Kong are generally open for business

• ‘‘Bye-Laws’’ the bye-laws of the Company and ‘‘Bye-Law’’ shall be construed accordingly

• ‘‘Company’’ Sunway International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company for the time being and from time to time

• ‘‘Dr. Lam’’ Dr. Lam Huen Sum, an independent non-executive Director

• ‘‘Group’’ the Company and its subsidiaries from time to time

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

• ‘‘Invested Entity’’ any entity in which the Group holds any equity interests

• ‘‘Latest Practicable Date’’ 1 September 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• ‘‘Listing Committee’’ has the meaning ascribed thereto under the Listing Rules

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

• ‘‘Options’’ option(s) granted to the eligible Participant(s) conferring on them rights to subscribe for Share(s) under the 2016 Share Option Scheme

– 1 –

DEFINITIONS

• ‘‘Outstanding Options’’ has the meaning ascribed thereto under the paragraph headed ‘‘Proposed Refreshment of the 10% Scheme Limit’’ in the section headed ‘‘Letter from the Board’’ of this circular

• ‘‘Participant’’ any person being an employee (whether full-time or parttime including any executive director), officer (including any non-executive Director and independent non-executive Director), substantial shareholder, consultant, agent, adviser, customer, business partner, joint venture partner, strategic partner, landlord or tenant of, or any supplier or provider of goods or services to, the Company or any Subsidiary or any Invested Entity, or any trustee(s) of a discretionary trust of which one or more beneficiaries belong to any of the abovementioned category(ies) of persons, or any other person who satisfies the criteria set out in the 2016 Share Option Scheme and ‘‘Participants’’ shall be construed accordingly

• ‘‘Resolutions’’ the proposed ordinary resolutions as referred to in the SGM Notice and ‘‘Resolution’’ shall be construed accordingly

• ‘‘Registrar’’ Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, the Hong Kong branch share registrar of the Company

• ‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘SGM’’ the special general meeting of the Company to be held at 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 22 September 2017, at 11:00 a.m. or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day after 22 September 2017 or any adjournment thereof

• ‘‘SGM Notice’’ notice convening the SGM as set out on pages 10 to 11 of this circular

• ‘‘Shares’’ ordinary shares of HK$0.01 each in the share capital of the Company and ‘‘Share’’ shall be construed accordingly

• ‘‘Shareholder(s)’’ holder(s) of Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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DEFINITIONS

‘‘Subsidiary’’	a company which is for the time being and from time to
	time a subsidiary (within the meaning of the Companies
	Ordinance) of the Company and ‘‘Subsidiaries’’ shall be
	construed accordingly
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘10% Scheme Limit’’	the maximum number of Shares which may be allotted and
	issued upon the exercise of all Options granted or to be
	granted under the 2016 Share Option Scheme and all other
	share option scheme(s) of the Company, initially being 10%
	of the total number of Shares in issue as at 17 June 2016
	(i.e. the date of adoption of the 2016 Share Option Scheme)
	and thereafter, if refreshed shall not exceed 10% of the total
	number of Shares in issue as at the date of approval of the
	refreshed limit by the Shareholders
‘‘%’’	per cent.

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LETTER FROM THE BOARD

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SUNWAY INTERNATIONAL HOLDINGS LIMITED 新 威 國 際 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 58)

Executive Directors: Mr. Li Chongyang Mr. Leung Chi Fai Ms. Qi Jiao

Non-executive Directors: Mr. Huang Weidong (Chairman) Mr. Liu Chenli

Independent Non-executive Directors: Mr. Cong Yongjian Mr. Lam Kai Yeung Dr. Lam Huen Sum

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

Principal place of business in Hong Kong: Unit 1902 Cheung Kong Center 2 Queen’s Road Central Central, Hong Kong

6 September 2017

To the Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF THE 10 PER CENT LIMIT UNDER THE 2016 SHARE OPTION SCHEME

RE-ELECTION OF THE RETIRING DIRECTOR AND

NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the SGM Notice and the information regarding the Resolutions that will be proposed at the SGM for the Shareholders to consider and, if thought fit, to (a) refresh the 10% Scheme Limit; and (b) re-elect Dr. Lam as an independent non-executive Director.

• for identification purpose only

– 4 –

LETTER FROM THE BOARD

2. PROPOSED REFRESHMENT OF THE 10% SCHEME LIMIT

The Company adopted the 2016 Share Option Scheme pursuant to an ordinary resolution passed on 17 June 2016 in its special general meeting. The Company has no other share option scheme currently in force as at the Latest Practicable Date.

Pursuant to the 2016 Share Option Scheme, the maximum number of Shares which may be issued upon the exercise of all options granted or to be granted under the 2016 Share Option Scheme and any other share option scheme(s) of the Company shall not exceed the 10% Scheme Limit. The Company may refresh the 10% Scheme Limit by an ordinary resolution of the Shareholders at general meeting provided that the 10% Scheme Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of the Shareholders’ approval of the refreshment of the 10% Scheme Limit. Options previously granted under the 2016 Share Option Scheme or any other share option scheme(s) of the Company (including options outstanding, cancelled, or lapsed or exercised in accordance with the relevant scheme rules) shall not be counted for the purpose of calculating the limit as refreshed.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2016 Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of in issue from time to time. As at 17 June 2016 (being the date of the adoption of the 2016 Share Option Scheme), the 10% Scheme Limit was 436,440,324 Shares.

Since the date of adoption of the 2016 Share Option Scheme and up to the Latest Practicable Date, the Directors had on 22 June 2016 granted a total of 436,200,000 Options under the 2016 Share Option Scheme to Participants conferring on them rights to subscribe for an aggregate of 436,200,000 Shares representing 99.94% of the current 10% Scheme Limit. Out of the 436,200,000 Options, 119,800,000 Options had been exercised, 48,600,000 Options had lapsed in July 2017 and hence 267,800,000 Options remained unexercised and outstanding.

As at the Latest Practicable Date, unless the 10% Scheme Limit is refreshed, the Directors may only grant Options conferring on the Participants to subscribe for up to 48,840,324 Shares, representing approximately 11.19% of the current 10% Scheme Limit. Therefore, at the SGM, a Resolution will be proposed to refresh the 10% Scheme Limit and to seek the Shareholders’ approval in relation thereto.

On the basis of 5,357,083,246 Shares in issue as at the Latest Practicable Date, and assuming there is no further issue or repurchase of Shares prior to the SGM; and the refreshment of the 10% Scheme Limit is approved by the Shareholders at the SGM; and taking into account the outstanding 267,800,000 Options granted under the 2016 Share Option Scheme to subscribe for up to a total of 267,800,000 Shares (the ‘‘Outstanding Options’’), the Company may grant Options to Participants conferring on them rights to subscribe for a total of up to 535,708,324 Shares which, when aggregated with 267,800,000 Shares that may be issued under the Outstanding Options (amounting to 803,508,324 Shares which represents approximately 15% of the total number of Shares in issue as at the Latest Practicable Date), is within the said limit of 30% of the total number of Shares in issue from time to time as required under the 2016 Share Option Scheme.

– 5 –

LETTER FROM THE BOARD

The Directors believe the proposed refreshment of the 10% Scheme Limit at the SGM would allow the Company to achieve the purpose of the 2016 Share Option Scheme which is to provide incentives and/or rewards to Participants for their contributions to the Group and/or any Invested Entity (if applicable). The Directors consider that the proposed refreshment of the 10% Scheme Limit is in the interests of the Company and the Shareholders as a whole as it provides the Company with more flexibility in providing incentives to those Participants by way of granting of Options.

The proposed refreshment of the 10% Scheme Limit is conditional upon:

• (a) the passing of the relevant Resolution by the Shareholders at the SGM to approve the proposed refreshment of the 10% Scheme Limit; and

• (b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, on the Stock Exchange, the Shares (representing 10% of the total number of Shares in issue as at the date of the SGM approving the proposed refreshment of the 10% Scheme Limit) which fall to be issued by the Company pursuant to the exercise of Options that may be granted under the 2016 Share Option Scheme.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares representing 10% of the total number of Shares in issue as at the date of the SGM approving the proposed refreshment of the 10% Scheme Limit, being 535,708,324 Shares, which fall to be issued pursuant to the exercise of Options that may be granted under the proposed refreshed 10% Scheme Limit.

As at the Latest Practicable Date, as far as the Directors are aware, no Shareholder has a material interest in the proposed refreshment of the 10% Scheme Limit. As such, no Shareholder is required to abstain from voting on the Resolution in relation thereto.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTOR

On 12 June 2017, Dr. Lam was appointed as an independent non-executive Director by the Board to fill the vacancy of the Board as a result of Mr. Liu Chenli being re-designated from an independent non-executive Director to a non-executive Director on 10 May 2017. Pursuant to Bye-Law 112, Dr. Lam shall retire from office and, being eligible, will offer himself for re-election at the SGM.

Bye-Law 113 provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless a notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Registrar for at least 7 clear days before the date of the SGM and the period for lodgement of such notices shall commence no earlier than the day immediately after the despatch of the notice of the SGM and shall be at least 7 clear days in length.

– 6 –

LETTER FROM THE BOARD

Brief biographical details of Dr. Lam who offer himself for re-election are set out in the Appendix to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the SGM is received after the printing of this circular, the Company will issue an announcement and/or a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

4. SGM

At the SGM, the Resolutions will be proposed to refresh the 10% Scheme Limit and reelect Dr. Lam as an independent non-executive Director.

In accordance with Rule 13.39(4) of the Listing Rules and Bye-Law 73(1), the Resolutions proposed at the SGM will be voted on by way of poll except where the chairman of the SGM, in good faith, decide to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. On a poll, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Bye-Laws, every Shareholder present in person (or being a corporation, is present by its duly authorised representative), or by proxy shall have one vote for every fully paid Share of which he/she/it is the holder.

After closure of the SGM, the Company will publish an announcement in respect of the poll results on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/sunway/index.htm) respectively.

A proxy form is enclosed for your use at the SGM. You are requested to complete and return the proxy form to the Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible, but in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event the proxy form shall be deemed to be revoked.

For the purpose of determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Thursday, 21 September 2017 to Friday, 22 September 2017, both dates inclusive, and no transfer of Shares will be registered during such period. The record date for the SGM shall be 22 September 2017. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Registrar no later than 4:30 p.m. on Wednesday, 20 September 2017.

– 7 –

LETTER FROM THE BOARD

5. 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 misleading.

6. RECOMMENDATION

The Directors believe that the proposed refreshment of the 10% Scheme Limit and reelection of Dr. Lam as an independent non-executive Director are in the interests of the Company and the Shareholders as a whole, and recommend you to vote in favour of the Resolutions at the SGM. The Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Resolutions.

Yours faithfully, For and on behalf of the Board Leung Chi Fai

Executive Director and Company Secretary

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APPENDIX

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTOR

The biographical details of Dr. Lam as the retiring Director who is eligible for reelection at the SGM are set out below:

Dr. Lam Huen Sum, Independent Non-executive Director

Dr. Lam, aged 36, was graduated from Hong Kong Baptist University with a bachelor’s degree in Arts, diploma in Education, master degree in Social Sciences and master of philosophy and the University of Hong Kong with a doctor of philosophy.

Dr. Lam has been an Adjunct Professor at 山東 濟 南大 學 (University of Jinan), a member of the Advisory Board of 澳 門 城市 大 學公 開 學 院（ Open Institute, City University of Macau), a specialist in 香港 學 術及 職業 資歷評 審 局 (Hong Kong Council for Accreditation of Academic and Vocational Qualifications), a member of 戴 麟趾爵士 康 樂 基 金委員會 (Sir David Trench Fund Committee of HKSAR), a Fellow and Executive Board Member/Accreditor of Medical and Health Board of International Industry and Professional Accreditation Association. Dr. Lam has been appointed by Hong Kong College of Technology, as an external examiner and a consultant since September 2016 and January 2017 respectively. Dr. Lam joined the Company in June 2017.

As at the Latest Practicable Date, save as disclosed above, Dr. Lam: (a) has not previously held any position with the Company or any of its subsidiaries; (b) has not have any other directorships in any listed public companies in the last three years; (c) was not connected with any Directors, senior management or substantial shareholders (having the meaning ascribed to it under the Listing Rules) or controlling shareholders (having the meaning ascribed to it under the Listing Rules) of the Company; and (d) did not have any interest in the Shares within the meaning of Part XV of the SFO.

Dr. Lam entered into a letter of appointment with the Company on 12 June 2017 and he was not appointed for a specific length or proposed length of service. His appointment is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the memorandum of association and bye-laws of the Company. Dr. Lam is entitled to receive a director’s remuneration of HK$20,000 per month which was determined by the Board with reference to his duties and responsibilities as well as prevailing market rates.

Save as disclosed above, the Directors are not aware of any other matters regarding the proposed re-election of Dr. Lam that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules.

• For identification purpose only

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SGM NOTICE

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SUNWAY INTERNATIONAL HOLDINGS LIMITED 新 威 國 際 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 58)

NOTICE IS HEREBY GIVEN that a special general meeting of Sunway International Holdings Limited (the ‘‘Company’’) will be held at 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 22 September 2017 at 11:00 a.m. or in the event that a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day (as defined in Note (a) below) after 22 September 2017 or any adjournment (the ‘‘SGM’’) for the following purposes:

To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

• (1) ‘‘THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the shares of HK$0.01 each in the share capital of the Company (the ‘‘Shares’’) representing 10 per cent of the total number of Shares in issue as at the date of passing of this resolution (the ‘‘Refreshed 10% Scheme Limit’’) which fall to be issued pursuant to the exercise of options that may be granted under the share option scheme adopted by the Company on 17 June 2016 (the ‘‘2016 Share Option Scheme’’), the refreshment of the existing 10% scheme limit in respect of the grant of options to subscribe for Shares under the 2016 Share Option Scheme be and is hereby approved provided that the total number of Shares which may be allotted or issued pursuant to the grant or exercise of options under the 2016 Share Option Scheme and any other share option schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the 2016 Share Option Scheme) shall not exceed the Refreshed 10% Scheme Limit and the directors of the Company be and are hereby authorized to grant options under the 2016 Share Option Scheme up to the Refreshed 10% Scheme Limit, to exercise all powers of the Company to allot, issue and deal with Shares pursuant to the exercise of such options granted under the 2016 Share Option Scheme up to the Refreshed 10% Scheme Limit and to do such acts and execute such documents for or incidental to such purpose.’’

• for identification purpose only

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SGM NOTICE

• (2) ‘‘THAT Dr. Lam Huen Sum be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to fix the remuneration of the directors of the Company.’’

By order of the Board Sunway International Holdings Limited Leung Chi Fai Executive Director and Company Secretary

Hong Kong, 6 September 2017

Notes:

• (a) Business Day means any day (excluding Saturday) on which no ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day and on which banks in Hong Kong are generally open for business. If a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on 22 September 2017, the SGM will not be held on that day but will be held at the same time and place on the second Business Day after 22 September 2017 or any adjournment thereof.

• (b) A member entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf. A proxy needs not be a member of the Company.

• (c) In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the SGM (or any adjournment thereof) not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof should you so wish.

• (d) In the case of joint holders of any Share, any one of such joint holders may vote at the SGM, 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 the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

• (e) Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish and in such event the proxy form shall be deemed to be revoked.

• (f) As at the date hereof, the board of directors of the Company comprises three executive directors, namely, Mr. Leung Chi Fai and Mr. Li Chongyang and Ms. Qi Jiao, two non-executive directors, namely, Mr. Huang Weidong (Chairman) and Mr. Liu Chenli and three independent non-executive directors, namely, Mr. Cong Yongjian, Mr. Lam Kai Yeung and Dr. Lam Huen Sum.

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