S.A.S. Dragon Holdings Limited — Proxy Solicitation & Information Statement 2012

Jul 4, 2012

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 should be taken, you should consult your stockbroker or other licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in S.A.S. Dragon Holdings Limited, 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 registered dealer 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.

S.A.S. Dragon Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1184)

ADOPTION OF NEW SHARE OPTION SCHEME

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C. on 27 July 2012 at 12:00 at noon or immediately after a special general meeting of the Company which is scheduled to be held on the same day at 11:00 a.m., or any adjournment thereof (as the case may be) is set out on pages 22 to 23 of this circular.

Whether or not you are able to attend the special general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return as soon as practicable to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Ltd, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding of the special general meeting or any adjourned meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sasdragon.com.hk). Completion and the delivery of form of proxy will not preclude you from attending and voting at the special general meeting or any adjourned meeting should you so wish.

5 July 2012

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Outstanding Options granted under the Old Share Option Scheme . . . . . . . . . .	5
3.	Proposal for adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . .	5
4.	Conditions precedent of the New Share Option Scheme . . . . . . . . . . . . . . . . . .	7
5.	The SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
10.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix –	Summary of the principal terms of
	the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22

– i –

DEFINITIONS

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

• “Associates”

has the meaning ascribed to such term in the Listing Rules

“Board” the board of Directors of the Company “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities (except Saturday, Sunday, and public holiday)

• “Bye-laws”

the bye-laws of the Company as amended from time to time

• “Commencement Date” in respect of any particular Option, the date upon which the offer of the Option is made to the Grantee in accordance with this Scheme

• “Companies Ordinance” the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as amended from time to time

“Company”

S.A.S. Dragon Holdings Limited（時捷集團有限公司）(stock code: 1184), a company incorporated in Bermuda, the issued shares of which are listed on the main board of the Stock Exchange

• “connected person(s)”

has the meaning ascribed to such term in the Listing Rules

• “Director(s)”

“Director(s)” the director(s) of the Company “Effective Date” the date on which the necessary resolution is passed by the Shareholders in general meeting for the adoption of the New Share Option Scheme, thereby rendering the New Share Option Scheme effective

“Employee” any employee (whether full time or part time) of the Company, any of its Subsidiaries or any Invested Entity, including any executive director of the Company, any of such subsidiaries or any Invested Entity

– 1 –

DEFINITIONS

“Grantee”	any Participant who accepts the offer of the grant of any
	Option in accordance with the terms of this Scheme or (where
	the context so permits) a person entitled to any such Option in
	consequence of the death of the original Grantee
“Group”	the Company and its Subsidiaries or, whether the context
	so requires, in respect of the period before the Company
	became the holding company of its present Subsidiaries, such
	Subsidiaries as if they were the Company’s Subsidiaries at that
	date
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Invested Entity”	any entity in which any member of the Group holds any equity
	interest
“Latest Practicable Date”	29 June 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“New Share Option Scheme”	the share option scheme to be adopted by the Shareholders at
	the SGM, a summary of the principal terms of which is set out
	in Appendix to this circular
“Old Share Option Scheme”	the share option scheme adopted by the Shareholders on 28
	June 2002
“Option(s)”	an option to subscribe for the Shares granted pursuant to the
	New Share Option Scheme
“Option Period”	in respect of any particular Option, the period within which
	the Shares must be taken up by the Grantee under the Option
	and such period as the Board may in its absolute discretion
	determine and in any event such period shall not be more than
	ten (10) years from the Commencement Date

– 2 –

DEFINITIONS

“Participant”	As defined in the Appendix to this circular
“Special General Meeting” or	the special general meeting of the Company to be convened
“SGM”	and held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road,
	Futian District, Shenzhen, P.R.C. on 27 July 2012 at 12:00
	at noon or immediately after a special general meeting of the
	Company which is scheduled to be held on the same day at
	11:00 a.m., or any adjournment thereof (as the case may be) a
	notice of which is set out on pages 22 and 23 of this circular
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Price”	the price per Share at which a Grantee may subscribe for the
	Shares on the exercise of an Option
“Subsidiary” or	a company which is for the time being and from time to time a
“Subsidiaries”	subsidiary (within the meaning of section 2 of the Companies
	Ordinance) of the Company
“Substantial Shareholder”	has the same meaning ascribed in the Listing Rules
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 3 –

LETTER FROM THE BOARD

S.A.S. Dragon Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1184)

Executive Directors: Mr. Yim Yuk Lun Stanley JP (Chairman and Managing Director) Mr. Wong Sui Chuen Mr. Lock Shui Cheung Mr. Lau Ping Cheung

Non-executive Directors: Dr. Chang Chu Cheng

Independent non-executive Directors: Mr. Cheung Chi Kwan Mr. Liu Chun Ning, Wilfred Dr. Lui Ming Wah SBS JP Mr. Wong Tak Yuen, Adrian

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 6th Floor, Tower B Hunghom Commercial Centre 37 Ma Tau Wai Road Hunghom, Kowloon Hong Kong

5 July 2012

To the Shareholders

Dear Sir and Madam,

ADOPTION OF THE NEW SHARE OPTION SCHEME

AND

NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the details of the New Share Option Scheme and a notice to convene the SGM to consider and, if thought fit, to approve the adoption of the New Share Option Scheme.

– 4 –

LETTER FROM THE BOARD

2. OUTSTANDING OPTIONS GRANTED UNDER THE OLD SHARE OPTION SCHEME

The Old Share Option Scheme was adopted by the then Shareholders of the Company at general meeting on 28 June 2002. Pursuant to the Old Share Option Scheme, the Directors were authorised to grant to eligible participants options to subscribe for Shares. The Old Share Option Scheme had a term of ten (10) years and expired on 27 June 2012. As at the Latest Practicable Date, there was no options granted and outstanding of which the holders were entitled to subscribe for Shares. The Company has not adopted any share option scheme other than the Old Share Option Scheme as at the Latest Practicable Date.

Since the Special General Meeting is expected to be held on 27 July 2012, by the time the Company may obtain the shareholders’ approvals for adopting the New Share Option Scheme, the Old Share Option Scheme should have expired.

3. PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME

After the expiry of the Old Share Option Scheme, the Company currently does not have any share option scheme. The Directors consider that the Company should adopt the New Share Option Scheme and wish to take the opportunity of the SGM to seek Shareholders’ approval therefor. The terms of the New Share Option Scheme have been prepared in compliance with Chapter 17 of the Listing Rules. The Company will continue to comply with the relevant Listing Rules from time to time in force in respect of the New Share Option Scheme. A summary of the principal terms of the New Share Option Scheme is set out in Appendix to this circular.

The eligibility of any Grantee (falling with the class of eligible participants to the New Share Option Scheme) of an offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his/her contribution to the development and growth of the Group. Under the Old Share Option Scheme, the Board can only invite directors, executives and employees of the Group to take up the Options. However, the Board proposes to have a boarder scope of Participants in the New Share Options Scheme to include customer, supplier, or any person or entity that provides research, development or other technological support to the Group or have contributed to the Group by way of joint venture or business alliance as one of the classes of the participants as well.

– 5 –

LETTER FROM THE BOARD

The Directors are of the view that a broad scope of eligible participants enables the Company to grant Options to those, who in the sole discretion of the Board, have made or may make contribution to the development and growth of the Group and to provide them a direct economics interest in attaining the long term business objectives of the Group. It can also give them an incentive to promote the interests of the Group, such as establishing a long term relationship with the Group or providing better services to the Group.

The Directors believe that the determination of the Subscription Price, which must be higher of (a) the closing price of Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a Business Day; (b) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant; and (c) the nominal value of a Share, mean that the Grantees would only be able to obtain benefits from the Options granted to them if the price of Shares rises after the date of grant and that will drive the Grantees to work for the best interests of the Company, which hopefully will be reflected on the price of the Shares and in turn will give the Grantees benefits when realizing the Shares pursuant to exercise of the Options granted to them. The Directors therefore believe that the authority given to the Board under the New Share Option Scheme to determine the eligibility of any grantee of any option based on his/her contribution and the requirement for a minimum subscription price will serve to protect the value of the Company and to achieve the purpose of attracting, retaining and motivating high-calibre personnel to contribute to the growth and development of the Group.

Save as disclosed in Appendix, no dividends will be payable and no voting rights will be exercisable in relation to an Option that has not been exercised (including those arising on a liquidation of the Company).

An Option is personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. All other rights attached to the Options are disclosed in the Appendix in detail.

None of the Director is trustee of the New Share Option Scheme nor has a direct or indirect interest in the trustee.

The total number of Shares which may be issued on the Effective Date under the New Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 26,214,072 Shares, representing 10 per cent of the Shares in issue as at the date of the passing of the resolution at the SGM, assuming that no further Shares shall have been issued between the Latest Practicable Date and the Effective Date.

– 6 –

LETTER FROM THE BOARD

The maximum aggregate number of Shares to 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 Group must not in aggregate exceed 30 per cent of the Shares in issue from time to time. No options may be granted under any schemes of the Company (or the Subsidiary) if this will result in such limit being exceeded. On the basis 30 per cent of the Shares in issue as at the Latest Practicable Date and assuming that there is no change in the number of Shares in issue from the Latest Practicable Date to the Effective Date, the total number of Shares which may be issued upon the exercise of all options to be granted under the New Share Option Scheme and any other share option schemes is 78,642,216 Shares.

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted on the Latest Practicable Date prior to the approval of the New Share Option Scheme given that the variables which are crucial for the calculation of the value of such Option cannot be determined. The variables which are critical for the determination of the value of such Options include, the subscription price for the Shares upon the exercise of the subscription rights attaching to the Options, whether or not Options will be granted under the New Share Option Scheme and the timing of the granting of such Options, the period during which the subscription right may be exercised and any other conditions that the Board imposed on the Options and whether or not such Options if granted will be exercised by the Grantees. The Subscription Price depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the New Share Option Scheme. With a scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the New Share Option Scheme, and if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the Subscription Price given the volatility the Share price may be subject to during the 10-year life span of the New Share Option Scheme. In the premises, the Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical basis and speculative assumptions. Accordingly, the Directors believed that any calculation of the value of the Options as at the Latest Practicable Date will not be meaningful and may be misleading to Shareholders in the circumstances.

4. CONDITIONS PRECEDENT OF THE NEW SHARE OPTION SCHEME

The adoption of the New Share Option Scheme conditional upon:

1. the passing of the resolution(s) in the SGM to approve and adopt the New Share Option Scheme; and

2. the listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in any Shares falling to be issued upon the exercise of the Options to be granted under the New Share Option Scheme.

– 7 –

LETTER FROM THE BOARD

A copy of the rules of the New Share Option Scheme will be available for inspection at the head office and principal place of business of the Company at 6th Floor, Tower B, Hunghom Commercial Centre, 37 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong during normal business hours from the date of this circular up to and including the date of the SGM and at the SGM. Summary of the principal terms of the New Share Option Scheme is set out in Appendix to this circular.

5. THE SPECIAL GENERAL MEETING

The notice of Special General Meeting is set out on pages 22 to 23 of this circular. At the Special General Meeting, an ordinary resolution will be proposed to approve the adoption of New Share Option Scheme.

A form of proxy for use at the Special General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sasdragon.com.hk). If you intend to appoint a proxy to attend the Special General Meeting, you are requested to complete and sign the proxy form and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Ltd, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Special General Meeting or adjourned meeting (as the case may be). Completion and return of the form of proxy will not prevent you from attending and voting at the Special General Meeting or any adjourned meeting if you so wish.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM.

The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

6. VOTING BY POLL

Pursuant to the Listing Rules, any vote of shareholders at a general meeting (except resolution relates purely to procedural or administrative matter) must be taken by poll. An announcement on the poll vote results will be published by the Company after the Special General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 8 –

LETTER FROM THE BOARD

7. APPLICATION FOR LISTING

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 to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

As at the date of this circular, no option has been granted or agreed to be granted under the New Share Option Scheme.

8. RECOMMENDATIONS

The Directors consider that the proposed adoption of New Share Option Scheme are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the relevant resolutions to be proposed at the Special General Meeting.

9. 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.

10. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendix (Adoption of New Share Option Scheme) of this circular.

The English text of this circular, the notice of the SGM and the form of proxy for use at the Special General Meeting shall prevail over the Chinese text in case of inconsistency.

Yours faithfully,

By Order of the Board

S.A.S. Dragon Holdings Limited Yim Yuk Lun Stanley JP Director

– 9 –

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This Appendix summaries the principal terms of the New Share Option Scheme but does not form part of, nor was 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:

(A) PURPOSE OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme is adopted for the following principal purposes:–

• (i) to recognize the significant contributions of the Participants to the growth of the Group by rewarding them with opportunities to obtain ownership interest in the Company; and

• (ii) to further motivate and give incentives to these persons to continue to contribute to the Group’s long term success and prosperity.

(B) WHO MAY JOIN

The Board may, at their absolute discretion, invite any person belonging to any of the following classes of participants (“Participant”), to take up Options to subscribe for Shares:

• (i) any Employee or proposed Employee;

• (ii) any directors, non-executive directors (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of the Group or any Invested Entity;

• (v) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;

• (vi) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity; and

– 10 –

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (vii) any other group or classes of persons or entities from time to time determined by the Board as having contributed or may contribute by way of joint venture, business alliances or other business arrangements to the development and growth of the Group,

and, for the purpose of the New Share Option Scheme, the Options may be granted to any company wholly owned by one or more person belonging to any of the above classes of participants. For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of the above classes of participants shall not, by itself, unless the Board otherwise determine, be construed as grant of Options under the New Share Option Scheme.

The eligibility of any of the above class of participants to the grant of any Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

(C) MAXIMUM NUMBER OF SHARES

• (i) The maximum aggregate 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 must not, subject to the conditions set out below, exceed 30 per cent of the Shares of the Company (or the Subsidiary) in issue from time to time (“Overall Scheme Limit”). No options may be granted under any schemes of the Company (or the Subsidiary) if this will result in the Overall Scheme Limit being exceeded.

• (ii) 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 must not in aggregate exceed 10 per cent of the Shares of the Company (or the Subsidiary) in issue as at the Effective Date (“Scheme Mandate Limit”).

• (iii) Subject to (c)(i) above, the Company may seek approval by its Shareholders in general meeting for “refreshing” the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the New Share Option Schemes of the Company (or the Subsidiary) under the Scheme Mandate Limit as “refreshed” must not exceed 10 per cent of the Shares in issue as at the date of approval of the refreshing of the Scheme Mandate Limit (“Refreshed Scheme Mandate Limit”). The Company must send a circular to its Shareholders containing the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules.

– 11 –

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Options to subscribe for Shares previously granted under the schemes (including those outstanding, cancelled, lapsed in accordance with the Scheme or exercised options) will not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit.

• (iv) Subject to (c)(i) above, the Company may seek separate approval by its Shareholders in general meeting for granting Options to subscribe for Shares beyond the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit (as the case may be) provided the Options in excess of the Scheme Mandate Limit or the Refreshed 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) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules.

(D) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

Unless approved by Shareholders in the manner set out in the Note to rule 17.03(4) of the Listing Rules, the total number of Shares issued and to be issued upon exercise of the options granted to each Participant (including both exercised and outstanding options) in any 12-month period must not exceed 1 per cent of the Shares of the Company (or the Subsidiary) in issue from time to time (“Individual Limit”). Where any further grant of Options to a Participant 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 12-month period up to and including the date of such further grant representing in aggregate over 1 per cent of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his/her Associates abstaining from voting. The Company must send a circular to the Shareholders and the circular must disclose the identity of the Participant, the number and terms of the Options to be granted (and options previously granted to such Participant), the information required under rule 17.02(2)(d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules. The number and terms (including the Subscription Price) of Options to be granted to such Participant must be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price under Note 1 to rule 17.03(9) of the Listing Rules.

– 12 –

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(E) GRANT OF OPTIONS TO CONNECTED PERSONS

If Options are granted to a Connected Person, the granting of such Options will be subject to approval by the independent non-executive directors of the Company (excluding any independent non-executive director of the Company who is a Grantee of the Options). Where any grant of Options to a Substantial Shareholder or an independent non-executive director of the Company, or any of their respective Associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant(a) representing in aggregate over 0.10 per cent of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the date of each grant or if that date is not a business day, the business day immediately before that date, in excess of HK$5 million; such further grant of Options much be approved by the Shareholders in compliance with rule 13.40, 13.41 and 13.42 of the Listing Rules. A circular to Shareholders in connection with obtaining the aforesaid Shareholders’ approval shall be prepared by the Company.

(F) TIME OF ACCEPTANCE AND EXERCISE OF AN OPTION

An offer of grant of an Option shall remain open for acceptance by a Participant to whom the offer is made for a period of 28 days from the date upon which the offer is made. A nominal consideration of HK$1.00 is payable on acceptance of the grant of an Option.

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the Option Period subject to the provisions for early termination thereof.

(G) PERFORMANCE TARGETS

A Grantee shall not be required to achieve, meet or exceed any performance targets before that particular Grantee can exercise the Option(s) granted.

(H) SUBSCRIPTION PRICE FOR SHARES

The Subscription Price in respect of any particular Option shall be such price as determined by the Board in its absolute discretion at the time of the grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but in any case the Subscription Price must be at least the higher of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) Business Days immediately preceding the date of grant; and (iii) the nominal value of a Share.

– 13 –

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(I) RANKING OF SHARES

The Shares issued on exercise of the Options will on issue be identical to the then existing issued Shares of the Company. The 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 including voting, and transfer rights and other rights arising on a liquidation of the Company and will rank pari passu with the fully paid Shares in issue as from the day of allotment and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the day of allotment other than any dividends or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when the name of Grantee is registered on the register of members of the Company.

(J) RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

No grant of Options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been published in accordance with rule 2.07 of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of: (a) the date of the Board meeting for approval of the Company’s results for any year, half year, quarterly or any other interim period (whether or not required under the Listing Rules) (as such date is first notified to the Stock Exchange in accordance with the Listing Rules); and (b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules); and ending on the date of the results announcement, no Options may be granted.

(K) PERIOD OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the date of adoption of the New Share Option Scheme.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(L) RIGHTS ON CESSATION

If the Grantee who is an employee or a director of any member of the Group or any Invested Entity ceases to be an Participant for any reason, other than his or her death or the termination of his or her employment or engagement or cessation of his or her directorship on one or more of the grounds specified in (n) below, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) unless the Board otherwise determines in which event the Option shall be exercisable to the extent and within such period as the Board may determine. The date of cessation of the Participant under the employment of the Group or the relevant Invested Entity shall be the last actual working day on which the Grantee is physically at work with the Group or the relevant Invested Entity whether salary is paid in lieu of notice or not.

(M) RIGHTS ON DEATH

If the Grantee of an Option dies before exercising the Options in full and in the case where the Grantee is an Employee, none of certain events which would be grounds for the termination of his or her employment as specified under (n) below arises or in the case where the Grantee is not an Employee, none of certain events which would be grounds for the termination of his or her relationship with the relevant member of the Group or Invested Entity as specified under (w)(ix) below arises, the legal personal representative(s) of this Grantee shall be entitled within a period of twelve(12) months from the date of death to exercise the Option up to the entitlement of the Grantee as at the date of death in part or in full (to the extent not already exercised).

(N) RIGHT ON DISMISSAL

If the Grantee is an Employee at the time when the relevant Option shall have been granted, the date on which the Grantee ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become insolvent or has made any arrangement or composition with his or her creditors generality, or has been convicted of any criminal offence involving his or her integrity or honesty, his or her Option will lapse automatically on the date of cessation to be an Employee.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(O) RIGHTS ON GENERAL OFFER

If a general offer (whether by way of takeover offer, share repurchase offer or otherwise in a like manner) is made to all Shareholders (or all Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Grantee (or his or her legal personal representatives) shall be entitled to exercise the Option in full or in part (to the extent not already exercised) at any time within one month after the date on which the offer becomes or is declared unconditional. Provided that if, during such period, such person becomes entitled to exercise rights of compulsory acquisition of Shares pursuant to the Companies Act and gives notices in writing to any holders of Shares that he intends to exercise such rights, Options shall be and remain exercisable until one (1) month from the date of such notice and, to the extent that they have not been exercised, shall thereupon lapse and determine.

(P) RIGHTS ON WINDING UP

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to all Grantees and thereupon, each Grantee (or his or her legal personal representatives) shall be entitled to exercise all or any of his Options at any time not later than four (4) Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, not later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee.

(Q) RIGHTS ON COMPROMISE OR ARRANGEMENT BETWEEN THE COMPANY AND ITS CREDITORS

In the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with any scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a compromise or arrangement and the Grantee may by notice in writing to the Company accompanied by the remittance for the Subscription Price in respect of the relevant Option (such notice to be received by the Company not later than two 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 such notice, and the Company

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls on such exercise credited as fully paid and registered the Grantee as holder thereof.

(R) RIGHTS ON SCHEME OF ARRANGEMENT

If a general offer by way of scheme of arrangement is made to all Shareholders with such scheme having been approved by the necessary number of Shareholders at the requisite meetings, the Grantee (or his or her personal representatives) may thereafter (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

(S) ALTERNATIONS OF CAPITAL STRUCTURE

In the event of any alteration in the capital structure of the Company, whether by way of capitalization of profits or reserves, rights issue, consolidation, sub-division or reduction of the share capital of the Company, whilst any Option remains exercisable, corresponding adjustment (if any) shall be made to:

• (i) the number of the Shares subject to the New Share Option Scheme;

• (ii) the number of the Shares subject to the Option already granted; and/or

• (iii) the Subscription Price,

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 or she 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) satisfy the aforesaid requirements.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(T) CANCELLATION OF OPTIONS

The Company may by resolution of the Board cancel any Options granted but not exercised. Where the Company cancels Options to a particular Grantee, and issues new Options to the same Grantee, the issue of such new Options may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit or the refreshed Scheme Mandate Limit (as the case may be).

(U) TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company may by resolution in general meeting at any time terminate the operation of the New Share Option Scheme and in such event no further Option shall be offered but the Options which are granted during the life of the New Share Option Scheme may continue to be exercisable in accordance with their terms of issue and in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect.

(V) RIGHTS ARE PERSONAL TO THE GRANTEE

An Option is personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

(W) LAPSE OF OPTION

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 (l) or (m) above;

• (iii) subject to any court of competent jurisdiction not making an order prohibiting the offeror from acquiring the remaining Shares in the offer, the expiry of the period referred to in (o) above;

• (iv) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in (r) above;

• (v) subject to (p) above, the date on which the winding-up of the Company commences;

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (vi) subject to (q) above, the date when the proposed compromise or arrangement becomes effective;

• (vii) the date on which the Grantee ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become insolvent or has made any arrangement or composition with his or her creditors generality, or has been convicted of any criminal offence involving his or her integrity or honesty;

• (viii) the date on which the Grantee commits a breach of (v) above; or

• (ix) if the Grantee is an not Employee at the time when the relevant Option shall have been granted, the date on which the Grantee ceases to be an eligible Participant by reason of the termination of his or her relationship (whether by appointment or otherwise) with any member of the Group or any Invested Entity, on any one or more of the grounds that he or she has become unable to pay his or her debts (within the meaning of section 6A of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or has become otherwise insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) has committed any act which is prejudicial to or not in the interests of any member of the Group or any Invested Entity.

(X) ALTERNATION OF SCHEME

• (i) Subject to the Listing Rules and (x)(ii) to (x)(v), all provisions of the New Share Option Scheme may be altered in any respect by resolution of the Board without the approval of Shareholders in general meeting.

• (ii) The provisions of the New Share Option Scheme 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 or the Shareholders in general meeting.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

No alternation of the New Share Option Scheme shall operate to affect adversely the terms of issue of any option granted or offered to any Participants for acceptance prior to such alternation, except:–

• (a) in the case of the cancellation of any Option, with the consent of the holder of the Option concerned; or

• (b) in the case of an alteration affecting some of but not all outstanding Options, with the written consent or sanction of such number of Grantees as shall together hold Options of the class affected in respect of not less than three fourths in nominal value of all Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the relevant Grantees, passed by such majority of Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options of the class affected as would be required at a meeting of the Shareholders under the bye-laws of the Company for a variation of rights attached to the Shares; or

• (c) in the case of an alteration affecting all Options, with the written consent or sanction of such number of Grantees as shall together hold Options in respect of not less than three fourths in nominal value of all Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the Grantees passed by such majority of the Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options as would be required at a meeting of the Shareholders under the bye-laws of the Company for a variation of rights attached to the Shares.

• (iii) 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 already granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

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

• (v) The amended terms of the New Share Option Scheme or the Options to be granted thereunder must comply with relevant requirements of Chapter 17 of the Listing Rules as amended from time to time.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(Y) MINIMUM PERIOD BEFORE AN OPTION CAN BE EXERCISED

The Board may in its absolute discretion impose a minimum period for which an Option has to be held before it is exercised. As at the date of passing of the necessary resolution at the SGM, the New Share Option Scheme does not contain any requirement of a minimum period and the Board considers it is not necessary and too rigid to have a fixed minimum period. The Board is currently unable to determine the minimum period. The imposition of a minimum period requirement for each Option granted will be made by the Board on a case by case basis and will not be made to the advantage of the Participants.

(Z) 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 this Scheme (whether as to the number of Shares the subject of an Option, the amount of the Subscription Price or otherwise) shall be referred to the decision of the auditors or independent financial adviser who shall act as experts and not as arbitrators and whose decision shall, save in the case of manifest error, be final and binding on the Company and the Grantees.

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NOTICE OF SPECIAL GENERAL MEETING

S.A.S. Dragon Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1184)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Special General Meeting (the “Special General Meeting”) of S.A.S. Dragon Holdings Limited (the “Company”) will be held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C. on 27 July 2012 at 12:00 at noon or immediately after a special general meeting of the Company which is scheduled to be held on the same day at 11:00 a.m., or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company by way of poll:

ORDINARY RESOLUTIONS

“ THAT

subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the Shares fall to be issued pursuant to the exercise of any options granted under the new share option scheme, a copy of which marked “A” is produced to the meeting and for the purpose of identification signed by the Chairman hereof (the “New Share Option Scheme”), the New Share Option Scheme be and is hereby approved and adopted by the Company and that the directors of the Company be and are hereby authorised to grant options to the eligible participants under the New Share Option Scheme and to allot and issue Shares upon the exercise of any options granted thereunder and pursuant to the terms and conditions thereof, and to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the New Share Option Scheme.”

By Order of the Board

S.A.S. Dragon Holdings Limited Yim Yuk Lun Stanley JP

Director

Hong Kong, 5 July 2012

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NOTICE OF SPECIAL GENERAL MEETING

As at the date of this notice, the Board comprises four executive directors are Mr. Yim Yuk Lun, Stanley JP, Mr. Wong Sui Chuen, Mr. Lock Shui Cheung and Mr. Lau Ping Cheung, one nonexecutive director is Dr. Chang Chu Cheng and four independent non-executive directors are Mr. Cheung Chi Kwan, Mr. Liu Chun Ning, Wilfred, Dr. Lui Ming Wah SBS JP and Mr. Wong Tak Yuen, Adrian.

Notes:

• (1) In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and for good corporate governance practice, the Chairman of the Board has indicated that she would direct that each of the resolutions set out in the notice of the Special General Meeting be voted on by poll. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sasdragon.com.hk) respectively.

• (2) A member of the Company entitled to attend and vote at the Special General Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Special General Meeting. A proxy need not be a member of the Company.

• (3) In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar, Tricor Secretaries Ltd, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or certified copy of such power of attorney or authority, not less than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof.

• (4) A form of proxy for use in connection with the Special General Meeting is enclosed and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sasdragon.com.hk) respectively.

• (5) Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders be present at the meeting personally or by proxy that one of the said persons so present whose name stands first on the register of shareholders in respect of such shares shall alone be entitled to vote in respect thereof.

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