Rykadan Capital Limited — Proxy Solicitation & Information Statement 2014

Jul 15, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or 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 Rykadan Capital Limited 宏基資本有限公 司, you should at once hand this circular together with the accompanying form of proxy and annual report to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2288)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2014 annual general meeting of Rykadan Capital Limited 宏基資本有限公 司 (the “Company”) is set out on pages 12 to 16 of this circular. Whether or not you intend to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

15 July 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Explanatory Statement for Repurchase Mandate. . . . . . . . . . . . .	7
Appendix II – Biographical Details of Directors Proposed for Re-election. . . . .	10
Notice of 2014 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “AGM” the 2014 Annual General Meeting of the Company “Articles” the existing articles of association of the Company “Board” the board of Directors “BVI” British Virgin Islands

• “Company” Rykadan Capital Limited 宏基資本有限公司, an exempted company incorporated in the Cayman Islands with limited liability on 27 April 2009, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 2288)

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

• “Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules, and in the context of the Company, means Rykadan Holdings, Tiger Crown, Mr. Chan, Scenemay Holdings, Mr. Li and Ms. Li

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

• “Group” the Company and its subsidiaries

• “Issue Mandate”

• a general and unconditional mandate to be granted to the Directors to issue, allot and deal with unissued Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Latest Practicable Date”

• 11 July 2014, being the latest practicable date prior to the printing of this circular for ascertaining information in this circular

• “Listing Date”

• 21 August 2009, the date on which dealings in the Shares commenced on the Stock Exchange

• “Listing Rules”

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

• “Mr. Chan”

• Mr. Chan William, an executive Director and one of the Controlling Shareholders

– 1 –

DEFINITIONS

• “Mr. Li”

• Mr. Li Chu Kwan, one of the Controlling Shareholders and Ms. Li’s brother

• “Ms. Li”

Ms. Li Wing Yin, one of the Controlling Shareholders and Mr. Li’s sister

• “PRC”

The People’s Republic of China

• “Rykadan Holdings”

• Rykadan Holdings Limited, a company incorporated in the BVI with limited liability, the entire issued share capital of which is the trust asset of Rykadan Trust, a discretionary trust founded by Mr. Chan and managed by HSBC International Trustee Limited as trustee of Rykadan Trust

• “Repurchase Mandate” a general and unconditional mandate to be granted to the Directors to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Scenemay Holdings” Scenemay Holdings Limited, a company incorporated in the BVI with limited liability, whose entire issued share capital is owned by Mr. Li and Ms. Li in equal shares

• “SFO”

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

• “Share(s)”

• the ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company shares forming part of the ordinary share capital of the Company

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

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• the Codes on Takeovers and Mergers and Share Repurchases issued by the Hong Kong Securities and Futures Commission

– 2 –

DEFINITIONS

“Tiger Crown” Tiger Crown Limited, a company incorporated in the BVI with limited liability, the entire issued share capital of which is owned by Rykadan Holdings “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

– 3 –

LETTER FROM THE BOARD

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 2288)

Executive Directors: Registered Office: Mr. Chan William（陳偉倫） Cricket Square (Chairman and Chief Executive Officer) Hutchins Drive Mr. Ng Tak Kwan（吳德坤） P. O. Box 2681 Mr. Yip Chun Kwok（葉振國） Grand Cayman, KY1-1111 (Chief Financial Officer) Cayman Islands

Independent Non-Executive Directors: Mr. Ho Kwok Wah, George（何國華） Mr. To King Yan, Adam（杜景仁） Mr. Wong Hoi Ki（黃開基）

Principal Place of Business in Hong Kong: Rooms 2701 & 2801, Rykadan Capital Tower 135 Hoi Bun Road, Kwun Tong, Kowloon Hong Kong 15 July 2014

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM to be held on Tuesday, 12 August 2014. These include ordinary resolutions relating to (i) the granting to the Directors the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of each of the retiring Directors.

– 4 –

LETTER FROM THE BOARD

THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all powers of the Company to repurchase on the Stock Exchange, or on any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

THE ISSUE MANDATE

An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to issue, allot and deal with unissued Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 477,447,000 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue a up to a maximum of 95,489,400 Shares.

In addition, an ordinary resolution will be proposed at the AGM adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

RE-ELECTION OF RETIRING DIRECTORS

In relation to items 3 and 4 in the notice of the AGM, Mr. NG Tak Kwan and Mr. YIP Chun Kwok shall retire from office as Directors at the AGM and, being eligible, will offer themselves for re-election pursuant to the Articles.

Biographical details of the above retiring Directors proposed for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

NOTICE OF 2014 ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 12 to 16 of this circular. A form of proxy for appointing proxy is despatched with this circular and published on the websites of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company

– 5 –

LETTER FROM THE BOARD

(www.rykadan.com). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions stated thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE 2014 ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, all votes of the Shareholders at the general meetings must be taken by poll. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and Issue Mandate to the Directors and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully, For and on behalf of the Board Rykadan Capital Limited 宏基資本有限公司 Chan William Chairman of the Board

– 6 –

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 477,447,000 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase up to a maximum of 47,744,700 Shares, being 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution for granting the Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum and articles of association and the applicable laws of the Cayman Islands.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2014) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels of the Company.

– 7 –

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date:–

	Share Prices Per Share	Share Prices Per Share
Month	Highest	Lowest
	HK$	HK$
2013
July	1.50	1.32
August	1.41	1.35
September	1.46	1.37
October	1.56	1.42
November	1.49	1.38
December	1.46	1.38
2014
January	1.64	1.43
February	1.79	1.51
March	1.76	1.50
April	1.55	1.46
May	1.64	1.38
June	1.85	1.60
July (up to and including the Latest Practicable Date)	1.75	1.72

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands, and in accordance with the regulations set out in the memorandum and articles of association of the Company.

The Company has not been notified by any Connected Person that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of

– 8 –

EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

APPENDIX I

Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the Controlling Shareholders are regarded as a group of Controlling Shareholders acting in concert to exercise their voting right in the Company and they together are interested in a total of approximately 40.68 per cent of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of the Controlling Shareholders would be increased to approximately 45.20 per cent of the issued share capital of the Company. The Directors consider that such increase would give rise to an obligation on the Controlling Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in takeover obligations.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase of the shares made under the Repurchase Mandate.

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date.

– 9 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the biographical details of the Directors proposed for re-election at the AGM:

1. MR. NG TAK KWAN

Mr. Ng Tak Kwan（吳德坤先生）, aged 60, is an executive Director of the Company. Mr. Ng is responsible for overseeing and managing the fitting-out, construction and trading business. He also holds other directorships in the Company’s subsidiaries. Mr. Ng graduated from the University of Calgary with a Bachelor of Science degree in civil engineering in 1978 and the Asia International Open University (Macau) with a Master of Business Administration degree in 1995.

Mr. Ng has entered into a service agreement with the Company for a term of three years, determinable by either party by giving 6 months’ written notice and he is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles. Mr. Ng is entitled Director’s fees of HK$9,600,000 per annum and a discretionary bonus. For the year ended 31 March 2014, Mr. Ng received total emoluments of HK$17,600,000 from the Group. The emoluments of Mr. Ng are determined by the Board and its Remuneration Committee with reference to his commitment, responsibilities and performance as well as the Group’s performance and prevailing market conditions.

Mr. Ng does not have any relationships with any directors, senior management or substantial or Controlling Shareholders of the Company. He does not at present, nor did he in the last three years, hold any directorships in any other public companies, the securities of which are listed in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Ng was interested in 84,000,000 shares of the Company within the meaning of Part XV of the SFO.

2. MR. YIP CHUN KWOK

Mr. Yip Chun Kwok （葉振國先生）, aged 40, is an executive Director and the Chief Financial Officer of the Company. Mr. Yip joined the Group in 2008. He is responsible for property related investments, financial planning and business management of the Group. He also holds other directorships in the Company’s subsidiaries. Mr. Yip graduated from the University of Hong Kong with a Bachelor of Business Administration degree in 1996. He is a fellow of the Association of Chartered Accountants, an associate of the Hong Kong Institute of Certified Public Accountants, a member of each of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators and a CFA charter holder of the CFA Institute.

Mr. Yip has entered into a service agreement with the Company for a term of three years, determinable by either party by giving 6 months’ written notice and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles. Mr. Yip is entitled to a salary of HK$3,000,000 per annum and a discretionary bonus. For the year

– 10 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

ended 31 March 2014, Mr. Yip received total emoluments of HK$5,015,000 from the Group. The emoluments of Mr. Yip are determined by the Board and its Remuneration Committee with reference to his commitment, responsibilities and performance as well as the Group’s performance and prevailing market conditions.

Mr. Yip does not have any relationships with any directors, senior management or substantial or Controlling Shareholders of the Company. He does not at present, nor did he in the last three years, hold any directorships in other public companies, the securities of which are listed in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Yip did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

3. GENERAL

Save as disclosed above, each of the above retiring Directors proposed for re-election has confirmed that there is no information which is discloseable nor is/was he involved in any matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

– 11 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2288)

NOTICE OF 2014 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting (the “Meeting”) of Rykadan Capital Limited 宏基資本有限公司 (the “Company”) will be held at Boardroom 2, 3/F, Tower A, Manulife Financial Centre, 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Tuesday, 12 August 2014 at 3:00 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 March 2014.

2. To declare a final dividend of HK32 cents per share for the year ended 31 March 2014.

3. To re-elect Mr. NG Tak Kwan as a director.

4. To re-elect Mr. YIP Chun Kwok as a director.

5. To authorise the board of directors to fix the directors’ remuneration.

6. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

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

“ THAT

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (the “Securities and Futures

– 12 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate nominal amount of the share capital of the Company to be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the approval pursuant to paragraph (a) shall be limited accordingly; and

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

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

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”.

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally given to the directors of the Company (the “Directors”) to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and deal with the unissued shares in the capital of the Company including the power to make an offer or agreement, or grant options which would or might require shares of the Company to be issued and allotted, whether during the continuance of the Relevant Period or thereafter;

• (b) the aggregate nominal amount of the share capital issued, allotted or agreed conditionally or unconditionally to be issued, allotted or dealt with pursuant to the approval in paragraph (a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the aggregate

– 13 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly:–

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of options granted or to be granted under a share option scheme;

• (iii) the exercise of rights of subscription or conversion attaching to any securities which are convertible into shares of the Company or any warrants to subscribe for shares of the Company;

• (iv) any scrip dividend schemes or similar arrangements implemented in accordance with the articles of association of the Company; or

• (v) a specific authority granted or to be granted by the shareholders in general meeting; and

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

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

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

“Rights Issue” means an offer of shares of the Company or an issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

– 14 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

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

“ THAT conditional upon the passing of ordinary resolutions 7 and 8 as set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution 8 to exercise the powers of the Company to issue, allot and deal with the unissued shares in the share capital of the Company be and is hereby extended by the addition thereto the aggregate nominal amount of the share capital of the Company to be repurchased by the Company under the authority granted pursuant to resolution 7, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”.

By Order of the Board Rykadan Capital Limited 宏基資本有限公司 Yeung Man Yan Megan Company Secretary

Hong Kong, 15 July 2014

Notes:

1. All resolutions at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more (if he holds more than one share) proxies to attend and vote instead of him. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

3. In order to be valid, the 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 Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the 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 said form of proxy shall be deemed to be revoked.

4. For determining the qualification of members to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 8 August 2014 to Tuesday, 12 August 2014, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, investors are urged to lodge all transfers of shares accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 7 August 2014.

5. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 4 September 2014 to Friday, 5 September 2014, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the entitlement to the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the

– 15 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 3 September 2014.

As at the date of this notice, the Board comprises Mr. CHAN William (Chairman and Chief Executive Officer), Mr. NG Tak Kwan and Mr. YIP Chun Kwok (Chief Financial Officer) as executive directors and Mr. TO King Yan, Adam, Mr. WONG Hoi Ki and Mr. HO Kwok Wah, George as independent non-executive directors.

– 16 –