Styland Holdings Limited — Proxy Solicitation & Information Statement 2015

Jul 21, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Carrianna Group Holdings Company Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee.

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

==> picture [53 x 53] intentionally omitted <==

佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY RE-ELECTION OF DIRECTORS TERMINATION OF THE EXISTING SHARE OPTION SCHEME ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Carrianna Group Holdings Company Limited to be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 24 August 2015 at 11:00 a.m. is set out in the 2015 Annual Report. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited of 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 or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

22 July 2015

CONTENTS

		Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I –	Explanatory statement for the Repurchase Mandate. . . . . . . . . . . . .	11
Appendix II –	Details of Retiring Directors proposed for re-election. . . . . . . . . . . .	15
Appendix III –	Summary of the principal terms of
	the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix IV –	Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .	28

– i –

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.

– ii –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company convened to be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 24 August 2015 at 11:00 a.m.

“associate(s)”

has the meanings ascribed to it under the Listing Rules

“Board”

the board of Directors

“Bye-laws”

the bye-laws of the Company from time to time

“Company”

Carrianna Group Holdings Company Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Connected Person(s)”

has the meaning(s) ascribed to it in the Listing Rules

“Director(s)”

the director(s) of the Company from time to time

“Eligible Participant(s)”

any full-time or part-time employees, Executives or officers (including executive, non-executive and independent non-executive directors) of the Company or any of the Subsidiaries and any suppliers, customers, consultants, agents and advisers who, in the sole opinion of the Board, will contribute or have contributed to the Company and/or any of the Subsidiaries

“Executives”

any executive directors, managers of the Group or other employees holding an executive, managerial, supervisory, professional or similar position in any member of the Group

“Existing Share Option Scheme”

the existing share option scheme of the Company adopted by resolution of the Company at a special general meeting held on 10 October 2005, as amended on 29 August 2011, and to be terminated upon the date on which the New Share Option Scheme shall become unconditional and effective

– 1 –

DEFINITIONS

“General Mandate”

a general mandate to allot, issue and deal with new shares not exceeding 20% of the aggregate number of shares in issue of the Company as at the date of passing of the ordinary resolution in relation thereof

“Grantee” any Eligible Participant who accepts the offer of the grant of an Option and participates in New Share Option Scheme from time to time (or, where applicable, his personal representatives) and where the context requires or permits any Eligible Participant to whom the offer of a grant of Options is made by the Company and which offer has not been withdrawn or lapsed or rejected

• “Group”

the Company and its Subsidiaries

• “Hong Kong”

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

• “Latest Practicable Date” 16 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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

• “New Share Option Scheme” the share option scheme to be adopted by the Company at the Annual General Meeting, a summary of the principal terms of which is set out in Appendix III to this circular

• “Option(s)” options granted or to be granted by the Company under the New Share Option Scheme

• “Repurchase Mandate” a general and unconditional mandate to repurchase issued and fully paid up shares in the share capital of the Company up to 10% of the aggregate number of shares in issue of the Company as at the date of passing of the ordinary resolution in relation thereof

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

– 2 –

DEFINITIONS

“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholder(s)”	shareholder(s) of the Company
“Subsidiaries”	subsidiaries of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

==> picture [53 x 53] intentionally omitted <==

佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 00126)

Honorary Chairman and Non-Executive Director: Ma Kai Cheung, PhD, SBS, BBS

Executive Directors:

Ma Kai Yum, PhD (Chairman) Chan Sheung Lai (Chief Executive Officer) Ng Yan Kwong Ma Hung Ming, John, PhD, BBS

Independent Non-Executive Directors: Lo Ming Chi, Charles Lo Man Kit, Sam Wong See King

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Place of Business in Hong Kong: 26th Floor, Phase II Wyler Centre 200 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 22 July 2015

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY RE-ELECTION OF DIRECTORS TERMINATION OF THE EXISTING SHARE OPTION SCHEME ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you information regarding the following resolutions to be proposed at the Annual General Meeting to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions.

– 4 –

LETTER FROM THE BOARD

The resolutions include (i) granting to the Directors the Repurchase Mandate; (ii) the granting to the Directors the General Mandate; (iii) the granting to the Directors a general and unconditional mandate to issue shares not exceeding the aggregate nominal amount of share capital repurchased pursuant to the Repurchase Mandate; (iv) the re-election of retiring Directors; (v) the termination of the existing share option scheme; and (vi) the adoption of the New Share Option Scheme.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate number of ordinary Shares of the Company as at the date of passing of the resolution subject to the Listing Rules. As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 125,388,753 Shares and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the Annual General Meeting. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Bye-laws of the Company, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue new Shares in an amount not exceeding the aggregate number of ordinary shares of the Company purchased pursuant to the Repurchase Mandate. As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each, the Company would be allowed under the General Mandate to issue a maximum of 250,777,507 Shares and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the Annual General Meeting.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

At the Annual General Meeting, a resolution will be proposed to re-elect Directors.

(a) Re-election of Mr. Ma Hung Ming, John

In accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Ma Hung Ming, John will retire by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting.

(b) Re-election of Mr. Lo Man Kit, Sam

In accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Lo Man Kit, Sam will retire by rotation and, being eligible, will offer himself for re-election at the Annual General Meeting.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was approved and adopted by the Company pursuant to the ordinary resolution passed by the Shareholders at the special general meeting of the Company held on 10 October 2005 and amended on 29 August 2011 and it will remain in force for a period of ten (10) years from that date.

Under the Existing Share Option Scheme, as at the Latest Practicable Date, options to subscribe for 104,700,000 Shares were granted, of which:

• i. 58,000,000 Shares had been issued pursuant to the exercise of options;

• ii. 21,050,000 options are outstanding, of which 17,050,000 options are exercisable; and

• iii. options to subscribe for 25,650,000 Shares had been lapsed/cancelled.

As the term of the Existing Share Option Scheme will soon expire, the Board proposes that the Company shall terminate the Existing Share Option Scheme and adopt the New Share Option Scheme in replacement thereof.

– 6 –

LETTER FROM THE BOARD

Upon termination of the Existing Share Option Scheme, no further options may be granted under the Existing Share Option Scheme but any outstanding options granted pursuant to the Existing Share Option Scheme shall remain valid and effective notwithstanding the expiry or early termination of the Existing Share Option Scheme pursuant to its terms, in so far as such options have not been lapsed or cancelled and remain exercisable or subject to vesting and such other conditions upon their respective grant on the date of expiry or termination.

Apart from the Existing Share Option Scheme, the Company has no other share option scheme as at the Latest Practicable Date.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

Since the Existing Share Option Scheme will soon expire, in order to grant Options to Eligible Participants, recognise and acknowledge the contributions that the Eligible Participants have made or may make to the Company, the Board proposes that the Company to adopt the New Share Option Scheme, which will comply in full with the requirements under Chapter 17 of the Listing Rules.

The purpose of the New Share Option Scheme is to provide Eligible Participants with an opportunity to have a personal stake in the Company, with a view to motivate the Eligible Participants to optimise their performance efficiency for the benefit of the Group, track and retain or maintain relationships with the Eligible Participants whose contributions are or will be beneficial to the long-term growth of the Group, and additionally in the case of Executives, to enable the Group to attract and retain individuals with experience and ability and to reward them for their past contributions.

A. Term of the New Share Option Scheme

Subject to early termination by resolution in general meeting or the Board, the New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the date which the New Share Option Scheme is conditionally approved and adopted by an ordinary resolution of the Shareholders at the Annual General Meeting and ending on the tenth (10th) anniversary of the date of adoption (both days included).

B. Grant of Options under the New Share Option Scheme

The Directors may at their absolute discretion grant Options to any Eligible Participants, who, in the sole opinion of the Board, will contribute or have contributed to the Group.

– 7 –

LETTER FROM THE BOARD

The Board may offer to grant Options to a Connected Person of the Company or any of their respective associates, subject to the approval by the independent non-executive Directors (excluding any independent non-executive Director who is a Grantee of the Options).

C. Number of Shares that may be issued under the New Share Option Scheme

The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option schemes, including the Existing Share Option Scheme, must not exceed 30% of the Shares in issue, as the same may be varied from time to time. The maximum number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and granted under other share option schemes of the Company shall not in aggregate exceed 10% of the Shares in issue on the date of adoption of the New Share Option Scheme unless the Company obtains a fresh approval from its Shareholders pursuant to the terms and conditions of the New Share Option Scheme.

As at the Latest Practicable Date, the Company has 1,253,887,536 Shares in issue. Assuming no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be issued upon the exercise of all Options to be granted under the New Share Option Scheme will be 125,388,753 Shares, representing 10% of the issued share capital of the Company as at the date of approval of the New Share Option Scheme by the Shareholders at the Annual General Meeting.

As at the Latest Practicable Date, the Directors had no present intention to grant any Options under the New Share Option Scheme upon the approval and adoption of the New Share Option Scheme.

D. Conditions of the New Share Option Scheme

The New Share Option Scheme shall take effect subject to and is conditional upon fulfilment of the following conditions:

• i. the Shareholders approving the adoption of the New Share Option Scheme at the Annual General Meeting; and

• ii. the Listing Committee of the Stock Exchange granting the listing of and permission to deal in, the Shares falling to be issued pursuant to the exercise of Options under the New Share Option Scheme.

– 8 –

LETTER FROM THE BOARD

E. Value of Options

The Directors consider it inappropriate to value all the Options that can be granted under the New Share Option Scheme on the assumption that they were granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period and the conditions, if any, that an Option is subject to. Accordingly, any valuation of the Options based on a large number of speculative assumptions would not be meaningful and would possibly be misleading to Shareholders.

F. Principal terms of the New Share Option Scheme

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular. This serves as a summary of the terms of the New Share Option Scheme but does not constitute the full terms of the same.

A copy of the New Share Option Scheme will be available for inspection at the principal place of business of the Company in Hong Kong at 26th Floor, Phase II, Wyler Centre, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong during normal business hours from the date hereof up to the date of the Annual General Meeting.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at the Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 24 August 2015 at 11:00 a.m. is set out in Appendix IV to this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis 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 holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof should you so wish.

For the purpose of ascertaining shareholders’ right to attend and vote at the Annual General Meeting of the Company to be held on Monday, 24 August 2015, the Register of Members of the Company will be closed from Friday, 21 August 2015 to Monday, 24 August 2015, both days inclusive, during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch shares registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 20 August 2015.

– 9 –

LETTER FROM THE BOARD

For the purpose of ascertaining shareholders’ entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Friday, 25 September 2015 to Wednesday, 30 September 2015, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders’ approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 24 September 2015.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, (i) no Shareholder is required to abstain from voting on any resolutions to be proposed at the Annual General Meeting; and (ii) 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/she/it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.95(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the granting of the Repurchase Mandate, the granting of the General Mandate to issue new Shares and the extension thereof, the re-election of Directors, the termination of the existing share option scheme and the adoption of New Share Option Scheme are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

GENERAL

Your attention is also drawn to the information set out in the appendices to this circular.

For and on behalf of the Board

Carrianna Group Holdings Company Limited Dr. Ma Kai Yum Chairman

– 10 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES

The Listing Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid up securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all proposed repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

(c) Trading Restrictions

A maximum of 10% of the issued share capital of the Company as at the date of passing the relevant resolution may be repurchased on the Stock Exchange. No shares may be repurchased unless they are fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 1,253,887,536 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 125,388,753 Shares representing 10% of the issued share capital of the Company which are fully paid-up on the basis that no further shares will be issued or repurchased prior to the date of the Annual General Meeting.

– 11 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

3. REASONS FOR SHARE REPURCHASE AND ISSUE NEW SHARES

The Directors have no present intention to issue new Shares. However, the Directors believe that the general mandate to issue new Shares provides flexibility for the Company to raise fund, if necessary and would be beneficial to the Company and the Shareholders.

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per Share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

The Directors propose that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from the Company’s internal resources.

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-laws to purchase its Shares. Bermuda law provides that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2015) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 12 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2014
July	1.59		1.44
August	1.5		1.34
September	1.42		1.09
October	1.3		1.07
November	1.32		1.06
December	1.09		1
2015
January	1.05		0.9
February	1.07		0.88
March	1.06		0.94
April	1.24		0.99
May	1.19		1.03
June	1.16		0.92
July (up to the Latest Practicable Date)	1.03		0.70

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules and laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, presently intends to sell Shares to the Company under the Repurchase Mandate in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the proposal of the Repurchase Mandate is approved by the Shareholders.

– 13 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

7. DISCLOSURE OF INTERESTS

Pursuant to Rule 32 of the Takeovers Code, if as a result of a Share repurchased by the Company, a substantial Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Ma Kai Cheung (Honorary Chairman and Non-Executive Director) together with his associates and Mr. Ma Kai Yum (Chairman and Executive Director) together with his associates had direct and/or deemed interests in 517,757,197 Shares and 162,875,300 Shares representing approximately 41.29% and 12.99% of the issued share capital of the Company respectively.

In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the total interests of Mr. Ma Kai Cheung together with his associates and Mr. Ma Kai Yum together with his associates in the Shares would be increased to approximately 45.88% and 14.43% of the issued share capital of the Company respectively. As such, the increase in Mr. Ma Kai Cheung’s proportionate interest in the issued Shares will give rise to an obligation for him to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Repurchase Mandate and have no intention to exercise the Repurchase Mandate to such extent which would result in Mr. Ma Kai Cheung becoming obliged to make a mandatory offer. In addition, the Directors also have no intention to repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

8. PURCHASE OF SECURITIES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last six months (whether on the Stock Exchange or otherwise).

– 14 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors to be retired and proposed for re-election at the Annual General Meeting:

MA Hung Ming, John , PhD, BBS, aged 48, is Executive Directors of the Group since May 2009. Mr. Ma joined the Group in 1990. He has been the Managing Director of Carrianna Holdings Limited since April 2002 and is currently responsible for the Group’s property development operations. He has extensive experience in the catering industry, as well as property management and development. Mr. Ma was awarded the Bronze Bauhinia Star (BBS) from The Government of the Hong Kong Special Administrative Region in 2003 and a Honorary Doctorate of Philosophy degree by Morrison University in 2004. In 2011, he was awarded the Honorary Citizen by the Shenzhen government. He was the Chairman of Tung Wah Group of Hospitals for the year 2002. He is a member of Tung Wah Group of Hospitals Advisory Board, a member of the Standing Committee of Shenzhen Committee of Chinese People’s Political Consultative Conference and the President of Youth Council. He also serves as the Vice Chairman of Federation of Hong Kong Guangdong Community Organisations and the Vice President of Kowloon Federation of Associations.

Mr. Ma is an independent Non-Executive Director of Liu Chong Hing Investment Limited, the shares of which are listed on The Stock Exchange of Hong Kong Limited. Mr. Ma is the son of Mr. Ma Kai Cheung.

Mr. Ma does not receive any emoluments from the Company for the performance of his duties as an executive director of the Company. He is entitled to a basic monthly salary of HK$56,876, discretionary bonus and other benefit which is determined by the Board from time to time with reference to the Company’s and his performance, as well as benchmark in the industry under prevailing market conditions. The Company and Mr. Ma have not entered into a service contract and his term of office will expire when he is required to retire by rotation in accordance with the Bye-laws of the Company.

Mr. Ma directly held interests in 3,130,000 issued ordinary shares of HK$0.10 each in the Company. On 18 December 2006, Mr. Ma was granted an option to subscribe for 1,000,000 shares in the Company at an exercise price of HK$1.30 per share, which can be exercised and converted into shares of the Company on or before 17 December 2016. On 24 April 2012, Mr. Ma was granted an option to subscribe for another 1,000,000 shares in the Company at an exercise price of HK$0.71 per share, which can be exercised and converted into shares of the Company on or before 11 May 2017. Besides, Mr. Ma’s wife holds 2,044,000 ordinary shares of the Company, in aggregate representing approximately 0.57% of the issued ordinary share capital of the Company as at the Latest Practicable Date, within the meaning of Part XV of the SFO.

– 15 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

There is no information that is required to be disclosed by Mr. Ma pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders of the Company in relation to the re-election of Mr. Ma.

Mr. Lo Man Kit, Sam , aged 54, Independent Non-Executive Director of the Company. Mr. Lo joined the Group in July 2004. He is a practising solicitor in Hong Kong and a Consultant of Messrs. C.C. Lee & Co. He has over 20 years of extensive experience in the areas of conveyancing, banking and commercial law. He is also admitted as solicitor in Singapore.

Mr. Lo has no relationships with any directors, chief executive, substantial or controlling shareholders of the Company.

Mr. Lo had no direct interests in the Company as at the Latest Practicable Date, within the meaning of Part XV of the SFO.

Mr. Lo has not held any directorships in other listed companies during the last three years.

The emoluments of Mr. Lo is determined by the Board from time to time with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry under prevailing market conditions. Mr. Lo is entitled to receive an annual director’s fee of HK$200,000. Mr. Lo has not entered into any service contract with the Company. There is no specific term or proposed length of services for Mr. Lo’s appointment but he is subject to retirement by rotation and is eligible for re-election in accordance with the Company’s Bye-laws.

There is no information that is required to be disclosed by Mr. Lo pursuant to Rules 13.51(2) (h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders of the Company in relation to the re-election of Mr. Lo.

The Company has received from Mr. Lo his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers that Mr. Lo is independent.

– 16 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Set out below is a summary of the principal terms and conditions of the New Share Option Scheme to provide sufficient information to the Shareholders for their consideration of the New Share Option Scheme proposed to be adopted at the Annual General Meeting.

1. PURPOSE OF THE NEW SHARE OPTION SCHEME

The purpose of the New Share Option Scheme is to grant Options to Eligible Participants, recognise and acknowledge the contributions that the Eligible Participants have made or may make to the Group and will provide the Eligible Participants with an opportunity to have a personal stake in the Company with a view to motivate the Eligible Participants to optimise their performance efficiency for the benefit of the Group, track and retain or maintain relationships with the Eligible Participants whose contributions are or will be beneficial to the long-term growth of the Group, and additionally in the case of Executives, to enable the Group to attract and retain individuals with experience and ability and to reward them for their past contributions.

2. PARTICIPANTS OF THE NEW SHARE OPTION SCHEME

The Eligible Participants will be eligible to participate in the New Share Option Scheme. In determining the basis of eligibility of each Eligible Participant, the Board would take into account such factors as the Board may at its discretion consider appropriate. The Board shall have absolute discretion to determine whether a person shall qualify as an Eligible Participant.

3. DURATION OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be valid and effective for a period of ten (10) years (“ Scheme Period ”) commencing on the date of the Shareholders approving the adoption of the New Share Option Scheme at the Annual General Meeting (“ Adoption Date ”).

4. GRANT OF OPTION

The Board shall, subject to and in accordance with the provisions of the New Share Option Scheme and the Listing Rules, be entitled during the Scheme Period offer to grant an Option to any Eligible Participant whom the Board may in its absolute discretion select and subject to such conditions (including, without limitation, any minimum period for which an Option must be held before it can be exercised and/or any performance targets which must be achieved before an Option can be exercised) as it may think fit.

– 17 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

5. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The total number of Shares issued and which may fall to be issued upon exercise of the Options to be granted under the New Share Option Scheme and any other share option scheme of the Group including the Existing Share Option Scheme (including both exercised and outstanding options) to each participant in any twelve (12)-month period shall not exceed one per cent. (1%) of the issued share capital of the Company for the time being (“ Individual Limit ”). Any further grant of Options in excess of the Individual Limit in any twelve (12)-month period up to and including the date of such further grant shall be subject to the issue of a circular to the Shareholders and the Shareholders’ approval in general meeting of the Company with such participant and his associates abstaining from voting. The number and terms (including the exercise price) of the Options to be granted to such participant must be fixed before the 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 exercise price under note (1) to Rule 17.03(9) of the Listing Rules.

6. PAYMENT ON ACCEPTANCE OF AN OPTION

An Option shall be deemed to have been granted and accepted by the Grantee and to have taken effect when the duplicate notice of grant constituting acceptance of the Option duly signed by the Grantee, together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company on or before the relevant acceptance date as stipulated in the option documents. Such remittance shall in no circumstances be refundable and shall not be deemed a part payment of the exercise price of an Option.

Any offer to grant an Option may be accepted in respect of a lesser number of Shares for which it is offered provided that it must be accepted in respect of a Board Lot or an integral multiple thereof and such number is clearly stated in the duplicate notice of grant constituting acceptance of the Option. To the extent that the offer to grant an Option is not accepted by the acceptance date as stipulated in the option documents, it shall be deemed to have been irrevocably declined.

7. EXERCISE PRICE

The exercise price in relation to each Option offered to an Eligible Participant shall be determined by the Board in its absolute discretion but in any event shall not be less than the highest of:

• (a) the official closing price of the Shares on the Stock Exchange as stated in the daily quotation sheets of the Stock Exchange on the date of offer of the Option (“ Offer Date ”);

– 18 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (b) the average of the official closing price of the Shares on the Stock Exchange as stated in the daily quotation sheets of the Stock Exchange for the five (5) Business Days immediately preceding the Offer Date; and

• (c) the nominal value of the Shares.

8. MAXIMUM NUMBER OF SHARES FOR WHICH OPTIONS MAY BE GRANTED

Unless further approval has been obtained pursuant to and subject to this paragraph, as at the Adoption Date, the maximum number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes of the Company shall not in aggregate exceed ten per cent. (10%) of Shares in issue as at the Adoption Date (“ Scheme Limit ”). Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose calculating the Scheme Limit.

The issue of a circular by the Company which complies with Rules 17.03(3) and 17.06 of the Listing Rules and the approval of the Shareholders in general meeting and/or such other requirements prescribed under the Listing Rules from time to time, the Scheme Limit may be increased from time to time to ten per cent. (10%) of the Shares in issue (“ New Scheme Limit ”) at the date of such shareholder(s)’ approval.

Subject to this paragraph, the issue of a circular by the Shareholders and the approval of the Shareholders in general meeting in compliance with Rules 17.03(3) and 17.06 of the Listing Rules and/or such other requirements prescribed under the Listing Rules from time to time, the Board may grant Options exceeding the Scheme Limit to Eligible Participants specifically identified by the Board.

Any increase in the Scheme Limit shall in no event result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and the other schemes exceeding thirty per cent. (30%) of the Shares in issue from time to time.

9. GRANT OF OPTIONS TO CONNECTED PERSONS

If the Board determines to offer to grant Options to a Director, chief executive or substantial shareholder of the Company or any of their respective associates, such grant shall be subject to the approval by the independent non-executive Directors (and in the event that the Board offers to grant Options to an independent non-executive Director, the vote of such independent non-executive Director shall not be counted for the purposes of approving such grant).

– 19 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

If the Board determines to offer to grant Options to a substantial shareholder or an independent non-executive Director (or any of their respective associates) and that grant 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 under the New Share Option Scheme and the other schemes in the twelve (12) month period up to and including the Offer Date:

• (a) representing in aggregate over 0.1 per cent. (0.1%), or such other percentage as may be from time to time provided under the Listing Rules, of the Shares in issue on the Offer Date; and

• (b) having an aggregate value, based on the official closing price of the Shares as stated in the daily quotation sheets of the Stock Exchange on the Offer Date, in excess of HK$5,000,000 or such other sum as may be from time to time provided under the Listing Rules,

such grant shall be subject to, in addition to the approval of the independent non-executive Directors, the approval of the Shareholders in general meeting by way of a poll convened and held in accordance with the Bye-laws at which the Grantee, his associate and all core Connected Person shall abstain from voting in favour of the resolution concerning the grant of such Options at the general meeting (except that such person may vote against the relevant resolutions relating to the proposed grant of Options provided that the intention to so vote has been stated in the relevant circular to Shareholders).

The circular to be issued by the Company to the Shareholders shall contain, inter alia, the following information:

• (a) the details of the number and terms (including the Exercise Price) of the Options to be granted to each Eligible Participant;

• (b) a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is the relevant Grantee) to the independent shareholders of the Company as to voting; and

• (c) the information required under Rules 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

• (d) the information required under Rule 2.17 of the Listing Rules.

– 20 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

10. RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

The Board shall not grant any Option after insider information has come into its knowledge or insider information has been the subject of a decision until such insider information has been announced pursuant to the requirements of the Listing Rules. In particular, no Options shall be granted during the period commencing one (1) month immediately preceding the earlier of:

• (a) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s annual results, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (b) the deadline for the Company to publish an announcement of its results for (i) any year or half-year period in accordance with the Listing Rules, and (ii) where the Company has elected to publish them, any quarterly or any other interim period,

and ending on the actual date of the results for such year, half year, quarterly or interim period (as the case may be).

11. TRANSFERABILITY OF OPTIONS

An Option shall be personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Options or any part thereof granted to such Grantee.

12. EXERCISE PERIOD OF THE OPTIONS

Subject to the vesting scale of the Option as set out in the relevant notice of grant, an Option shall be exercised in whole or in part and, other than where it is exercised to the full extent outstanding, shall be exercised in integral multiples of a board lot for the time being, by the Grantee by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the exercise price for the Shares in respect of which the notice is given. Subject to the conditions of the grant, all Options to the extent that they have been vested, not lapsed nor cancelled, shall be exercised by the Grantee with a period of ten (10) years from the date of their respective grant.

– 21 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

13. RIGHT OF EXERCISE FOR OPTION HOLDERS

Subject as hereinafter provided, an Option may be exercised by a Grantee at any time or times during the Option Period provided that:–

• (a) in the event of the Grantee ceasing to be an Eligible Participant for any reason other than on his death, ill-health, injury, disability or the termination of his relationship with the Company and/or any of the Subsidiaries on one or more of the grounds specified in paragraph 16 (e), the Grantee may exercise the Option up to his entitlement which has been vested to him by the Company at the date of cessation of being an Eligible Participant (to the extent not already exercised) within the period of one (1) month (or such longer period as the Board may determine) following the date of such cessation (which date shall be, in relation to a Grantee who is an Eligible Participant by reason of his employment with the Company or any of the Subsidiaries, the last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not);

• (b) in the case of the Grantee ceasing to be an Eligible Participant by reason of death, ill-health, injury or disability (all evidenced to the satisfaction of the Board) and none of the events which would be a ground for termination of his relationship with the Company and/or any of the Subsidiaries under paragraph 16(e) has occurred, the Grantee or the personal representative(s) of the Grantee shall be entitled within a period of twelve (12) months (or such longer period as the Board may determine) from the date of cessation of being an Eligible Participant or death to exercise the Option up to his entitlement which has been vested to him by the Company;

• (c) if a general offer (whether by way of take-over offer, share repurchase offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or in concert with the offeror), and such offer, having been approved in accordance with applicable laws and regulatory requirements becomes, or is declared unconditional, the Grantee (or his legal personal representative(s)) shall be entitled to exercise his option up to his entitlement which has been vested to him by the Company at any time within fourteen (14) days after the date on which such general offer becomes or is declared unconditional;

– 22 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (d) if, pursuant to the Companies Act of Bermuda, a compromise or arrangement between the Company and its members and/or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all the Grantees (together with a notice of the existence of the provisions of this paragraph) on the same day as it despatches to members and/or creditors of the Company a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee shall be entitled to exercise all or any of his Options up to his entitlement which has been vested to him by the Company. With effect from the date of such meeting, the rights of all Grantees to exercise their respective Options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all Options shall, to the extent that they have not been exercised, lapse and determine; and

• (e) 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 on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Grantees and thereupon, each Grantee (or in the case of the death of the Grantee, his personal representative(s)) shall be entitled to exercise all or any of his Options up to his entitlement which has been vested.

14. RANKING OF SHARES ISSUED UPON EXERCISE OF OPTIONS

No dividends shall be payable in relation to Shares that are the subject of Options that have not been exercised. The Shares to be allotted upon the exercise of an Option shall not carry voting rights until completion of the registration of the Grantee (or such other person nominated by the Grantee) as the holder thereof on the register of members of the Company. Subject as aforesaid, the Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the Bye-laws and shall rank pari passu in all respects with and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company as attached to the fully-paid Shares in issue on the date of issue and rights in respect of any dividend or other distributions paid or made on or after the date of issue. Shares issued on the exercise of an Option shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

– 23 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

15. CAPITAL RESTRUCTURING

In the event of any capitalisation issue, rights issue, open offer (if there is a price dilutive element), sub-division, consolidation of shares, or reduction of capital of the Company in accordance with applicable laws and regulatory requirements, such corresponding alterations (if any) shall be made (except on an issue of securities of the Company as consideration in a transaction which shall not be regarded as a circumstance requiring alteration or adjustment) in:

• (a) the number of Shares subject to any outstanding Options;

• (b) the Exercise Price; and/or

• (c) the Scheme Limit and the New Scheme Limit,

as the auditors of the Company or an approved independent financial adviser shall at the request of the Company or any Grantee, certify in writing either generally or as regards any particular Grantee, to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that a Grantee shall have the same proportion of the equity capital of the Company as that to which he was entitled to subscribe had he exercised all the Options held by him immediately before such adjustments provided that no such alterations shall be made if the effect of such alterations would be to enable a Share to be issued at less than its nominal value or which would result in the aggregate amount payable on the exercise of any outstanding Option being increased. The capacity of the Auditors or the approved independent financial adviser, as the case may be, in this paragraph 13 is that of experts and not arbitrators and their certificate shall, in the absence of manifest error, be final and conclusive and binding on the Company and the Grantees.

In respect of any adjustments required in this paragraph 15, other than any made on a capitalisation issue, the Auditors or the approved independent financial adviser, as the case may be, shall confirm to the Board in writing that the adjustments satisfy the requirements set out in Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange.

16. LAPSE OF OPTION

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

• (a) the expiry date relevant to that Option;

• (b) the expiry of any of the periods referred to in paragraph 13;

– 24 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (c) the date on which the scheme of arrangement of the Company referred to in paragraph 13 (d) becomes effective;

• (d) the date of commencement of the winding up of the Company (as determined in accordance with the Companies Act of Bermuda);

• (e) the date on which the Grantee ceases to be an Eligible Participant by reason of the termination of his relationship with the Company and/or any of the Subsidiaries on any one or more of the following grounds:

• (i) that he has been guilty of serious misconduct;

• (ii) that he has been convicted of any criminal offence involving his integrity or honesty or in relation to an employee of the Company and/or any of the Subsidiaries;

• (iii) that he has committed an act of bankruptcy; or

• (iv) that he has become insolvent or has made arrangements or compositions with his creditors generally,

(if so determined by the Board) on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the Company or the relevant Subsidiary. A resolution of the Board or the board of directors of the relevant Subsidiary to the effect that the relationship of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 16 shall be conclusive; and

• (f) the date on which the Board shall exercise the Company’s right to cancel the Option at any time after the Grantee commits a breach of paragraph 11 or the Options are cancelled in accordance with paragraph 18.

– 25 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

17. ALTERATION OF THE NEW SHARE OPTION SCHEME

The terms and conditions, and the regulations for the administration and operation of the New Share Option Scheme (provided that the same are not inconsistent with the New Share Option Scheme and the Listing Rules) may be altered in any respect by resolution of the Board except that:

• (a) any alteration to the advantage of the Grantees or the Eligible Participants in respect of the matters contained in Rule 17.03 of the Listing Rules; or

• (b) any material alteration to the terms and conditions of the New Share Option Scheme or any change to the terms of Options granted (except any alterations which take effect automatically under the terms of the New Share Option Scheme),

must be made with the prior approval of the Shareholder(s) in general meeting at which any persons to whom or for whose benefit the Shares may be issued under the News Share Option Scheme and their respective associates shall abstain from voting provided that the amended terms of the News Share Option Scheme or the Options shall remain in compliance with Chapter 17 of the Listing Rules.

Written notice of any alterations made in accordance with this paragraph 17 shall be given to all Grantees.

18. CANCELLATION OF OPTIONS

Any cancellation of Options granted but not exercised must be approved by the Grantees of the relevant Options in writing. Such approval is not required in the event any Option is cancelled pursuant to paragraph 11. Where the Company cancels Options, the grant of new options to the same Grantee may only be made under the New Share Option Scheme within the limits set out in paragraphs 5 and 8.

19. TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company by resolution in general meeting or the Board may at any time resolve to terminate the operation the New Share Option Scheme and in such event no further Options shall be offered but the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Option granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

– 26 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

20. ADMINISTRATION OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall in all respects be administered by the Board in accordance with the provisions of the New Share Option Scheme and all applicable requirements of the Listing Rules and may make such rules not being inconsistent with the terms and conditions of the New Share Option Scheme and the Listing Rules for the conduct of the New Share Option Scheme and the determination and terms of each entitlement under an Option as the Board thinks fit.

21. CONDITIONS

The adoption of the New Share Option Scheme is conditional upon:

• (i) the passing of the necessary resolution by the Shareholders to approve and adopt the rules of the New Share Option Scheme; and

• (ii) the Listing Committee of Stock Exchange granting the listing of, and permission to deal in, the Shares falling to be issued pursuant to the exercise of Options under the New Share Option Scheme.

22. DISCLOSURE IN ANNUAL AND INTERIM REPORTS

The Board shall procure that details of the New Share Option Scheme and other schemes of the Company and its Subsidiaries are disclosed in the annual reports and interim reports of the Company in compliance with the Listing Rules in force from time to time.

– 27 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

==> picture [53 x 53] intentionally omitted <==

佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Carrianna Group Holdings Company Limited (the “Company”) will be held at Carrianna (Chiu Chow) Restaurant, 1st Floor, 151 Gloucester Road, Wanchai, Hong Kong on Monday, 24 August 2015 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and of the auditors of the Company for the year ended 31 March 2015.

2. To declare a final dividend of HK3 cents per share for the year ended 31 March 2015.

3. To re-elect the following retiring Directors and to authorise the board of Directors to fix the remuneration of the Directors.

4. (a) Mr. Ma Hung Ming, John as an Executive Director of the Company.

5. (b) Mr. Lo Man Kit, Sam as an Independent Non-Executive Director of the Company.

6. To re-appoint Messrs. Ernst & Young as auditors of the Company and to authorise the board of Directors to fix their remuneration.

– 28 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) Subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase issued shares of HK$0.10 each in the capital of the Company, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of ordinary shares of the Company in issue on the date of this resolution, and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier of:

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

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

   • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”.

6. “ THAT

• (a) subject to sub-paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (b) the approval in sub-paragraph (a) of this resolution 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;

• (c) the aggregate nominal amount of 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 sub-paragraph (a) of this resolution, otherwise than pursuant to:

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

• (ii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; and

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company;

shall not exceed 20% of the aggregate number of ordinary shares of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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

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

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

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the laws of Bermuda to be held.”;

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

– 30 –

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of the ordinary resolutions no. 5 and 6 set out above, the general mandate granted to the Directors pursuant to resolution no. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital repurchased by the Company under the authority granted in resolution no. 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution.”.

2. “ THAT , the existing share option scheme adopted by the Company pursuant to an ordinary resolution passed by the Shareholders of the Company at the special general meeting held on 10 October 2005 (the “ Existing Share Option Scheme ”) be and is hereby terminated with immediate effect except that the Existing Share Option Scheme will remain in full force and effect to the extent necessary to give effect to the exercise of any option granted under the Existing Share Option Scheme prior to its termination, or otherwise to the extent as may be required in accordance with the rules of the Existing Share Option Scheme.”.

3. “ THAT

4. (a) conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, on the Stock Exchange, any shares (the “ Shares ”) in the capital of the Company which may be issued upon the exercise of any options which may be granted under the new share option scheme of the Company (the rules of which are set out in the document marked “A” produced to this meeting and initialed by the Chairman of this meeting for the purpose of identification) (the “ New Share Option Scheme ”), the New Share Option Scheme be and is hereby approved and adopted by the Company and the directors of the Company be and are hereby authorised at their absolute discretion, to grant options to subscribe for Shares thereunder and to allot, issue and deal with any Shares pursuant to the exercise of the options which may be granted under the New Share Option Scheme and to do all such acts for the purpose of, or in connection with, the implementation of the New Share Option Scheme and the transactions ancillary thereto and of administrative nature as the Directors may in their absolute discretion consider necessary or expedient in order to give full effect to the New Share Option Scheme; and

– 31 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (b) the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the New Share Option Scheme up to a maximum of 10% of the Shares in issue as at the date of passing of this resolution, to allot and issue Shares pursuant to the exercise of the options so granted, to administer the New Share Option Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit.”.

• To transact any other business.

By Order of the Board Carrianna Group Holdings Company Limited Ng Yan Kwong Company Secretary

Hong Kong, 22 July 2015

Notes:

1. For the purpose of ascertaining shareholders’ right to attend and vote at the Annual General Meeting of the Company to be held on Monday, 24 August 2015, the Register of Members of the Company will be closed from Friday, 21 August 2015 to Monday, 24 August 2015, both days inclusive, during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch shares registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 20 August 2015.

2. For the purpose of ascertaining shareholders’ entitlement to the proposed final dividend, the Register of Members of the Company will be closed from Friday, 25 September 2015 to Wednesday, 30 September 2015, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders’ approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 24 September 2015.

3. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

4. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

5. An explanatory statement containing further details regarding ordinary resolutions No. 5 to 9 above will be sent to shareholders shortly together with the 2015 Annual Report.

– 32 –