Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2015

Jun 5, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in Shanghai Zendai Property Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 755)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

PROPOSED RE-ELECTION OF DIRECTORS

A notice convening an annual general meeting of Shanghai Zendai Property Limited to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on 30 June 2015, is set out on pages 12 to 16 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s Hong Kong branch share registrars, Tricor Secretaries 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 meeting. Completion and return of the form of proxy will not prevent shareholders from subsequently attending and voting at the annual general meeting if they so wish.

* for identification purpose only

5 June 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix – Explanatory Statement of Proposed Repurchase Mandate . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on 30 June 2015, the notice of which is set out on pages 12 to 16 of this circular, or any adjournment thereof

• “Board”

the board of Directors

• “Bye-laws”

bye-laws of the Company

• “Code”

the Hong Kong Code on Takeovers and Mergers

• “Company”

• Shanghai Zendai Property Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “Directors”

• the directors of the Company

• “Existing Issue Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 10 June 2014 to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at 10 June 2014

• “Existing Repurchase Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 10 June 2014 to repurchase Shares not exceeding 10% of the nominal value of share capital of the Company in issue as at 10 June 2014

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “Latest Practicable Date”

• 2 June 2015, being the latest practicable date for ascertaining certain information referred to in this circular prior to the bulk-printing of this circular

• “Listing Rules”

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

– 1 –

DEFINITIONS

• “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Administrative Region of the PRC and Taiwan

• “Proposed Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate

• “Registrars” the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• “Retiring Directors” Mr. Zhang Chenguang, Mr. Zhong Guoxing, Dr. Wang Hao and Ms. Li Li Hua

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.02 each in the capital of the Company

• “Shareholder(s)” registered holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency in Hong Kong “%” per cent.

– 2 –

LETTER FROM THE BOARD

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 755)

Executive Directors:

ZHANG Chenguang ( Chairman ) ZHONG Guoxing WANG Hao LI Li Hua

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Non-executive Directors:

XU Xiaoliang GONG Ping

Independent non-executive Directors:

Principal place of business

in Hong Kong: Unit 6108, The Center 99 Queen’s Road Central Hong Kong

LO Mun Lam Raymond LAI Chik Fan LI Man Wai CAI Gaosheng

5 June 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information of the resolutions to be proposed at the Annual General Meeting for the approval of (a) granting the Directors a general mandate to allot, issue and deal with Shares of up to 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution granting such mandate; (b) granting the Directors the Proposed Repurchase Mandate; (c) the extension of the general mandate to issue Shares by adding to it the aggregate nominal value of the issued Shares repurchased under the Proposed Repurchase Mandate; and (d) the proposed re-election of the Retiring Directors.

* for identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 10 June 2014, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse if, among other matters, they are revoked or varied by ordinary resolutions of the Shareholders in general meeting.

Resolutions set out as resolutions 4A(d) and 4B(c) in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. New general mandate to allot, issue and deal with Shares of up to 20% of the aggregate nominal value of the share capital of the Company in issue (which shall amount to 2,975,870,303 Shares based on the issued share capital of the Company as at the Latest Practicable Date) as at the date of passing the relevant resolution granting this mandate, and the Proposed Repurchase Mandate as set out in resolutions 4A(a), (b), (c) and (e) and resolutions 4B(a), (b) and (d) will also be proposed at the Annual General Meeting. Such mandates shall continue until the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or (iii) the revocation or variation of the authority given under such mandate by ordinary resolution of Shareholders in general meeting. With reference to the proposed new general mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant to the relevant mandates.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in the Appendix 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 in relation to the Proposed Repurchase Mandate at the Annual General Meeting.

Resolutions set out as resolution 4C in the notice of the Annual General Meeting will also be proposed at the Annual General Meeting to extend the general mandate to issue Shares under resolution 4A by adding to it the aggregate nominal value of the issued Shares repurchased under the Proposed Repurchase Mandate.

PROPOSED DIRECTORS FOR RE-ELECTION

According to the Bye-laws, the Retiring Directors shall retire from office and then be eligible for re-election at the Annual General Meeting. All of the Retiring Directors will offer themselves for re-election at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

According to the Bye-laws, Mr. Lo Mun Lam, Raymond (“ Mr. Lo ”) and Mr. Cai Gaosheng (“ Mr. Cai ”), independent non-executive Directors of the Company, shall also retire from office and then be eligible for re-election at the Annual General Meeting. However, Mr. Lo and Mr. Cai will not offer themselves for re-election and will retire from their directorship with the Company with effect from the Annual General Meeting.

Pursuant to Rules 3.10, 3.10A, 3.21 and 3.25 of the Listing Rules, (a) every board of directors of a listed issuer must include at least three independent non-executive directors; (b) an issuer must appoint independent non-executive directors representing at least one-third of the board; (c) the audit committee of a listed issuer must comprise a minimum of three members; and (d) an issuer must establish a remuneration committee chaired by an independent non-executive director and comprising a majority of independent non-executive directors.

Upon the retirement of Mr. Lo and Mr. Cai as independent non-executive Directors at the Annual General Meeting, the Board will comprise eight members with four executive Directors, two non-executive Directors and two independent non-executive Directors. As a result, the number of independent non-executive Directors will be reduced to two which is below the minimum number prescribed under Rule 3.10 of the Listing Rules, and independent non-executive Directors will represent less than one-third of the Board. The number of members of the audit committee of the Company will be reduced to two which is below the minimum number prescribed under Rule 3.21 of the Listing Rules. The remuneration committee of the Company will comprise Mr. Zhang Chenguang (executive Director) and Mr. Lai Chik Fan (independent non-Executive Director) only, and the position of chairman of the remuneration committee of the Company will be left vacant.

In order to comply with Rules 3.10, 3.10A, 3.21 and 3.25 of the Listing Rules, the Company is endeavouring to identify suitable candidates to fill up the above mentioned vacancies as soon as practicable and in any event within three months from 30 June 2015, and will make further announcement(s) as and when appropriate.

Brief biography of each of the Retiring Directors is set out below:

Mr. Zhang Chenguang (“Mr. Zhang”) , aged 46, is an executive Director and the chairman of the Company. He is the Co-President of China Orient Asset Management (International) Holding Limited, Investment Committee member of China Orient Asset Management Corporation (中國東方資產管理公司) (“ COAMC ”), General Manager of Orient Asset Management (China) Limited and Shenzhen Orient Startup Investment Limited, Co-President and Investment Committee member of Shenzhen Orient Summit Asset Management Limited. Mr. Zhang worked in COAMC from 2000 to 2011, as Senior Officer, Senior Manager and Assistant General Manager of Dalian office of COAMC, and participated in various acquisitions of distressed assets and acquisitions of equity interests. Between 1991 and 2000, he worked in Bank of China, Liaoning Provincial Branch and has extensive experience in banking and financing. Mr. Zhang is a director of Changchun Zendai Property Limited (長春証大置業有限公司), Jilin Zendai Huacheng Real Estate Development Limited (吉林市証大華城房地產開發有限公司), Nanjing Lifang Property Company Limited (南京立方

– 5 –

LETTER FROM THE BOARD

置業有限公司), Nanjing Zendai (南京証大大拇指商業發展有限公司), Richtex Holdings Limited, Golden Land International Development Limited and Long Profit Group Limited, which are all non-wholly owned subsidiaries of the Company. Mr. Zhang holds a master degree from China University of Political Science and Law, an MBA degree from the Open University of Hong Kong, and a bachelor degree in Finance from Jilin University of Finance and Economics.

Mr. Zhang has not entered into any service agreement or contract of employment with the Company. Mr. Zhang is not appointed for a specific term or any proposed length of services, but his directorship is subject to retirement by rotation and re-election in accordance with the Company’s Bye-laws. Mr. Zhang will not receive any remuneration for his directorship with the Company.

Mr. Zhong Guoxing (“Mr. Zhong”) , aged 48, is an executive Director of the Company. He has been the executive director and co-president of China Orient Asset Management (International) Holding Limited, a subsidiary of China Orient Asset Management Corporation (中國東方資產管理公司) since April 2012. He has been a director of Guangzhou Yucheng Real Estate Development Company Limited (廣州市譽城房地產開發有限公司) since late 2012. Mr. Zhong was the executive director from 11 August 2009 to 27 June 2012 and the chief executive officer from 11 June 2010 to 27 June 2012 of Madex International Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 231). Since 9 October 2013, Mr. Zhong has been appointed as a non-executive director of Skyfame Realty Limited, a company listed on the Main Board of the Stock Exchange (stock code: 59). Mr. Zhong worked as Manager, Senior Manager and Assistant General Manager of Guangzhou office of China Orient Asset Management Corporation (中國東方資產管理公司) from December 1999 to August 2009. He also has extensive experience in banking, financing and asset management. Mr. Zhong holds a Master’s Degree in Business Administration from the Asia International Open University (Macau).

Mr. Zhong has not entered into any service agreement or contract of employment with the Company. Mr. Zhong is not appointed for a specific term or any proposed length of services, but his directorship is subject to retirement by rotation and re-election in accordance with the Company’s Bye-laws. Mr. Zhong will not receive any remuneration for his directorship with the Company.

Dr. Wang Hao (“Dr. Wang”) , aged 45, is an executive Director of the Company. He graduated from Renmin University of China in 1996 with a master degree in International Economic Law, and obtained a P.H.D. law degree from China University of Political Science and Law in 2005. He practised as a lawyer from 1996 to 2011. Since 2011, Dr. Wang worked as the Chief Risk Officer of China Orient Asset Management (International) Holding Limited. He is also a member of the Investment Committee of Shenzhen Orient Summit Asset Management Limited.

Dr. Wang has not entered into any service agreement or contract of employment with the Company. Dr. Wang is not appointed for a specific term or any proposed length of services, but his directorship is subject to retirement by rotation and re-election in accordance with the Company’s Bye-laws. Dr. Wang will not receive any remuneration for his directorship with the Company.

– 6 –

LETTER FROM THE BOARD

Ms. Li Li Hua (“Ms. Li”) , aged 52, was appointed as an executive Director and chief executive officer of the Company on 18 August 2014. She joined the Company as manager of the finance department in March 2008. She was appointed as general manager of the Hong Kong region in April 2011 and appointed as vice president of the Company in March 2012. During her tenure of office, Ms. Li’s principal duties within the Group were corporate governance; expansion of overseas business; financial management, financing arrangement and public relations management. Apart from serving as chief executive officer and executive Director of the Company, Ms. Li also serves as director of various subsidiaries of the Company, including Myway Developments Limited, Ample Century Limited, Best East Developments Limited, Good Surplus Holdings Limited, Long Profit Group Limited and Richtex Holdings Limited. Ms. Li was an on-the-job postgraduate majoring in money and banking in the finance division of the Graduate School of Renmin University of China. Before joining the Company, Ms. Li had accumulated over 20 years of experience in the investment and management of securities investment and capital markets. She served as chief economist and general manager of the southern headquarters of Xiangcai Securities, as well as deputy chief economist and general manager of the finance department of Hainan Securities Company Limited.

Ms. Li entered into a service agreement with the Company, which may be terminated by either party by giving one-month prior notice. Ms. Li’s current annual remuneration is RMB2,600,000 (excluding discretionary bonuses), which was determined with reference to her duties, responsibilities and market practice, as well as the Company’s remuneration policy and is subject to review by the remuneration committee of the Board.

Save as disclosed above, as at the Latest Practicable Date, (i) the Retiring Directors did not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and has not held any other positions with the Company or the Group; (ii) for the past three years, the Retiring Directors did not hold any directorship in any public companies, the securities of which are listed on the Stock Exchange or overseas; (iii) the Retiring Directors did not have any interest in the Shares within the meaning of Part XV of the SFO; (iv) there were no other matters that are required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and (v) there were no other matters in relation to the appointment of the Retiring Directors that need to be brought to the attention of the Shareholders.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on 30 June 2015 is set out on pages 12 to 16 of this circular.

There is enclosed a form of proxy for use at the Annual General Meeting. Whether or not the Shareholders intend to be present at the Annual General Meeting, they are requested to complete the form of proxy and return it to the office of the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not prevent the Shareholders from attending, and voting at the Annual General Meeting if they so wish.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) granting the Directors a general mandate to allot, issue and deal with Shares of up to 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution granting such mandate; (ii) granting the Directors the Proposed Repurchase Mandate; (iii) the extension of the mandate in (i) above by adding to it the aggregate nominal value of issued Shares repurchased under the Proposed Repurchase Mandate; and (iv) the proposed re-election of the Retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all resolutions as set out in the notice of the Annual General Meeting.

RESPONSIBILITY STATEMENT

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

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix of this circular.

Yours faithfully, for and on behalf of the Board Zhang Chenguang Chairman of the Board

– 8 –

EXPLANATORY STATEMENT OF PROPOSED REPURCHASE MANDATE

APPENDIX

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.

SOURCE OF FUNDS

Repurchases must be funded out of fund legally available for the purpose and in accordance with the Company’s constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 14,879,351,515 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 1,487,935,151 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or bye-laws of the Company or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

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 the 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 of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that there may be adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 31 December 2014, in the event that the proposed Share repurchase was to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing levels.

– 9 –

EXPLANATORY STATEMENT OF PROPOSED REPURCHASE MANDATE

APPENDIX

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the twelve months immediately preceding the Latest Practicable Date:

	Highest	Lowest
	trading price	trading price
	per Share	per Share
Month	HK$	HK$
2014
June	0.122	0.112
July	0.129	0.113
August	0.129	0.113
September	0.12	0.099
October	0.114	0.102
November	0.116	0.091
December	0.122	0.102
2015
January	0.185	0.115
February	0.26	0.202
March	0.285	0.204
April	0.375	0.249
May	0.37	0.28
June (up to the Latest Practicable Date)	0.345	0.29

GENERAL

As at the Latest Practicable Date, to the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates (as defined in the Listing Rules) intended to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) had notified the Company that he had an intention to sell any Shares to the Company, or had undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

– 10 –

EXPLANATORY STATEMENT OF PROPOSED REPURCHASE MANDATE

APPENDIX

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 the Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (as defined in the Code), 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 Code.

As at the Latest Practicable Date and so far as was known to the Directors, Smart Success Capital Ltd. and the parties acting in concert (as defined in the Code) with it were interested in a total of 6,983,111,000 Shares, representing approximately 46.93% of the issued share capital of the Company. On the basis that no further Shares will be issued or repurchased after the Latest Practicable Date, in the event that the Directors exercise the Proposed Repurchase Mandate in full, the shareholdings of Smart Success Capital Ltd. and the parties acting in concert (as defined in the Code) with it in the Company would be increased to approximately 52.15% of the issued share capital of the Company as reduced by the exercise of the Proposed Repurchase Mandate in full. Smart Success Capital Ltd. and the parties acting in concert (as defined in the Code) with it would be required under Rule 26 of the Code to make a mandatory offer pursuant to such increase. The Directors have no present intention to exercise in full the power to repurchase shares proposed to be granted pursuant to the Proposed Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be held in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares being held in public hands.

The Company did not repurchase any of its Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 755)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of Shanghai Zendai Property Limited (the “ Company ”) will be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong at 10:30 a.m. on 30 June 2015 for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2014;

2. To re-elect directors and to authorise the board of directors to fix the remuneration of directors;

3. To re-appoint BDO Limited, certified public accountants, as the auditors of the Company and to authorise the board of directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions of the Company:

5. A. “ THAT :

6. (a) subject to paragraph (c) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

7. (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

* for identification purpose only

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal value of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:-

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

• (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or right to acquire Shares; and

• (iv) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company;

shall not exceed 20 per cent. of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

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

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

then holdings of such Shares or class thereof (subject to such exclusion 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).”

• B. “ THAT :

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

• (b) the aggregate nominal value of Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

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

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• C. “ THAT conditional upon the passing of Resolutions 4A and 4B as set out in the notice of this meeting, the general mandate granted to the directors of the Company (“ Directors ”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution 4A above be and is hereby extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 4B above, provided that such amount shall not exceed 10 per cent. of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this Resolution.”

By order of the Board Zhang Chenguang Chairman of the Board

Hong Kong, 5 June 2015

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business in Hong Kong:

Unit 6108, The Center 99 Queen’s Road Central Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, the proxy form together with any power of attorney or other authority under which it is signed or a certified copy of such power of attorney must be lodged with the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

3. In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), 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.

4. As at the date of this notice, the executive directors of the Company are Mr. Zhang Chenguang, Mr. Zhong Guoxing, Dr. Wang Hao and Ms. Li Li Hua. The non-executive directors of the Company are Mr. Xu Xiaoliang and Mr. Gong Ping. The independent non-executive directors of the Company are Mr. Lo Mun Lam, Raymond, Mr. Lai Chik Fan, Mr. Li Man Wai and Mr. Cai Gaosheng.

5. In respect of ordinary resolution numbered 2 above, Mr. Zhang Chenguang, Mr. Zhong Guoxing, Dr. Wang Hao and Ms. Li Li Hua will retire and be eligible to stand for re-election at the Meeting. Details of the above retiring directors standing for re-election are set out in the circular of the Company containing this notice.

6. In respect of ordinary resolution 4(A) above, approval is being sought from the shareholders as a general mandate for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”).

7. In respect of ordinary resolution 4(B) above, an explanatory statement as required by the Listing Rules is set out in Appendix to the circular of the Company containing this notice.

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