THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01771)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of Sunfonda Group Holdings Limited to be held at Conference Room No. 2, 5/F of Office Building, Sunfonda Automobile Center, Beichen Avenue, Chanba Ecological District, Xi’an City, Shaanxi Province, The People’s Republic of China on Friday, 29 May 2015 at 11:00 a.m. is set out on pages 23 to 27 of this circular. A form of proxy for use at the 2015 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sunfonda.com.cn).

Whether or not you are able to attend the 2015 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time scheduled for the holding of the 2015 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

28 April 2015

		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . .	5
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Proposed Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . .	6
5.	2015 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . . .	8
Appendix II	– Details of the Retiring Directors Proposed to be
	Re-elected at the 2015 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the 2015 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23

DEFINITIONS

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

“2015 AGM” an annual general meeting of the Company to be held at Conference Room No. 2, 5/F of Office Building, Sunfonda Automobile Center, Beichen Avenue, Chanba Ecological District, Xi’an City, Shaanxi Province, The People’s Republic of China on Friday, 29 May 2015 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 23 to 27 of this circular, or any adjournment thereof;

“Articles of Association” the articles of association of the Company currently in force;
“Board” the board of Directors;
“Buyback Mandate” as defined in paragraph 2(a) of the Letter from the Board;

“Company” Sunfonda Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange;

“Controlling Shareholders” has the meaning ascribed thereto under the Listing Rules and, unless the context otherwise requires, means Mr. Wu, Ms. Chiu, Golden Speed, Win Force and Top Wheel and any one of them, the “Controlling Shareholder”;

“Director(s)” the director(s) of the Company; “Golden Speed” Golden Speed Enterprises Limited, an investment holding company incorporated under the laws of the British Virgin Islands on 11 January 2011, which is wholly owned by Mr. Wu and is a Controlling Shareholder;

“Group” the Company and its subsidiaries from time to time;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

“Issuance Mandate” as defined in paragraph 2(b) of the Letter from the Board; “Latest Practicable Date” 21 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;
“Latest Practicable Date”
1 -

DEFINITIONS

“Listing Date”	15 May 2014, being the date on which the Shares first commended
	dealing on the Stock Exchange;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Management Trust”	a revocable discretionary trust with Cantrust (Far East) Limited as
	the trustee and Top Wheel as the settler for the purposes of
	recognizing and rewarding the contribution and performance of
	certain Directors and senior management of the Group;
“Mr. Wu”	Mr. Wu Tak Lam, the Chairman of the Company, an executive
	Director, a Controlling Shareholder and the husband of Ms. Chiu;
“Ms. Chiu”	Ms. Chiu Man, the chief executive officer of the Group, an
	executive Director, a Controlling Shareholder and the wife of Mr.
	Wu;
“Pre-IPO Share Award Scheme”	the share award scheme adopted by the Company on 8 January
	2014 for the benefit of the Company’s employees, a summary of
	the principal terms of which is set out in the prospectus of the
	Company dated 30 April 2014;
“RMB”	Renminbi, the lawful currency of the People’s Republic of China;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong;
“Share(s)”	ordinary share(s) of US$0.0001 each in the capital of the Company
	or if there has been a subsequent subdivision, consolidation,
	reclassification or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share capital
	of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Share Option Scheme”	the share option scheme adopted by the Company on 18 January
	2014, a summary of the principal terms of which is set out in the
	prospectus of the Company dated 30 April 2014;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities and
	Futures Commission of Hong Kong;

DEFINITIONS

“Top Wheel”	Top Wheel Limited, a limited liability company incorporated under
	the laws of the British Virgin Islands on 1 February 2011 and a
	Controlling Shareholder;
“US$”	lawful currency of the United States;
“Westernrobust”	Westernrobust Company Limited, owned by Cantrust (Far East)
	Limited as a trustee pursuant to the Management Trust;
“Win Force”	Win Force Enterprises Limited, an investment holding company
	incorporated under the laws of the British Virgin Islands on 11
	January 2011, which is wholly owned by Ms. Chiu and a is
	Controlling Shareholder; and
“%”	per cent.

LETTER FROM THE BOARD

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SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01771)

Executive Directors: Mr. Wu Tak Lam (Chairman) Ms. Chiu Man (Chief Executive Officer) Mr. Jia Ruobing Mr. Xia Kun

Non-executive Director: Mr. Zhu Wei

Independent Non-executive Directors: Mr. Liu Jie Mr. Yu Yuanbo Mr. Fu Johnson Chi-King

Registered Office: Floor 4, Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands

Principal Place of Business in Hong Kong: Suite 3, 22/F, Sino Plaza 255-257 Gloucester Road Causeway Bay Hong Kong 28 April 2015

To the shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the 2015 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of issued Shares repurchased by the Company under the Buyback Mandate; (iv) the re-election of the retiring Directors; and (v) the proposed amendment to the Articles of Association.

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

The current general mandates previously granted to the Directors to issue and repurchase Shares by written resolutions of the then shareholders of the Company passed on 18 January 2014 will expire at the conclusion of the 2015 AGM. In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the 2015 AGM to approve the granting of new general mandates to the Directors:

(a) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution (i.e. not exceeding 60,000,000 Shares, on the basis that the existing issued share capital of the Company of 600,000,000 Shares remains unchanged as at the date of the 2015 AGM) (the “ Buyback Mandate ”);
(b) to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution (i.e. not exceeding 120,000,000 Shares, on the basis that the existing issued share capital of the Company of 600,000,000 Shares remains unchanged as at the date of the 2015 AGM) (the “ Issuance Mandate ”); and
(c) to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2015 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 13 and 14 of the notice of the 2015 AGM as set on pages 23 to 27 of this circular.

In accordance with the requirements of the Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 16.2 and 16.18 of the Articles of Association and according to the Directors’ wishes, all the existing eight Directors shall retire at the 2015 AGM and, being eligible, all of them will offer themselves for re-election at the 2015 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above eight Directors proposed to be re-elected at the 2015 AGM are set out in Appendix II to this circular.

4. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement published by the Company dated 27 March 2015 regarding the proposed amendment to the Articles of Association. A special resolution will be proposed at the 2015 AGM that certain amendment will be made to the Articles of Association based on expansion of the financing activities of the Company as follows:

Existing Provision

Amended Provision

18.1 Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3, the management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things, as may be exercised or done or approved by the Company and are not hereby or by the Law expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Law and of these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

18.1 Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3, the management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things, including but not limited to providing indemnity against obligations under financing activities, or guaranteeing or providing security for financing activities to subsidiaries of the Company , as may be exercised or done or approved by the Company and are not hereby or by the Law or Listing Rules expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Law and of these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

LETTER FROM THE BOARD

The above proposed amendment to the Articles of Association are subject to shareholders’ approval by way of a special resolution at the 2015 AGM.

5. 2015 AGM AND PROXY ARRANGEMENT

The notice of the 2015 AGM is set out on pages 23 to 27 of this circular. At the 2015 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate, the re-election of the retiring Directors and the amendment to the Articles of Association.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2015 AGM. An announcement on the poll results will be made by the Company after the 2015 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. A form of proxy for use at the 2015 AGM is enclosed with this circular and such form of proxy is also uploaded on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunfonda.com.cn). Whether or not you are able to attend the 2015 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the Company’s Hong Kong branch share registrar (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2015 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2015 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate, the re-election of the retiring Directors and the proposed amendments to Articles of Association are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the 2015 AGM.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Buyback Mandate; and Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the 2015 AGM.

Yours faithfully, By order of the Board Mr. Wu Tak Lam Chairman

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2015 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 600,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 13 of the notice of the 2015 AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the 2015 AGM, i.e. being 600,000,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, 60,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the 2015 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2014) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an 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 befitting the Company.

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a 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 Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the Company’s Controlling Shareholders were collectively interested in 360,000,000 issued Shares, representing approximately 60% of the total issued capital of the Company. Out of these Shares, 351,000,000 Shares (being approximately 58.5% of the total issued share capital of the Company) are held by Top Wheel directly and 9,000,000 Shares (being approximately 1.5% of the total issued share capital of the Company) are held by Westernrobust.

The issued share capital of Top Wheel is owned as to 70% by Golden Speed, a corporation wholly owned and controlled by Mr. Wu, and 30% by Win Force, a corporation wholly owned and controlled by Ms. Chiu. The entire issued share capital of Westernrobust is owned by the Management Trust pursuant to the Pre-IPO Share Award Scheme. Top Wheel is the settlor of the Management Trust and possesses all voting rights attached to the unawarded shares and awarded shares which have not vested under the Management Trust.

In the event that the Directors exercise in full the power to repurchase Shares under the Buyback Mandate (presuming that there is no other change in the issued share capital of the Company), the aggregate shareholding of the above Controlling Shareholders would, based on their current shareholdings, be increased to approximately 66.67% of the total issued share capital of the Company immediately after the full exercise of the Buyback Mandate. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate.

However, the Listing Rules prohibit a company from making repurchase of shares 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 Company’s issued share capital would be in public hands. The Directors therefore will not propose to repurchase Shares if it would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share per month since Listing Date and up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2014
May (since the Listing Date)	3.94	3.60
June	3.66	3.41
July	3.65	3.40
August	3.73	3.40
September	3.70	3.07
October	3.61	3.50
November	3.58	3.16
December	3.61	3.26
2015
January	3.64	3.28
February	3.57	2.89
March	3.50	2.90
April (up to the Latest Practicable Date)	3.38	2.98

8. REPURCHASES OF SHARES MADE BY THE COMPANY

During the period from the Listing Date and up to the Latest Practicable Date, the Company has not been repurchased any of its Shares (whether on the Stock Exchange or otherwise).

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for reelection at the 2015 AGM, are provided below.

(1) MR. WU TAK LAM

Position and Experience

Mr. Wu Tak Lam ( 胡德林 ) , aged 53, was appointed as the Chairman of the Company and an executive Director on 13 January 2011. He is also the Chairman of the Nomination Committee of the Company. Mr. Wu founded the Group with Ms. Chiu in November 2000 and has been primarily responsible for the strategic management, planning and business development of the Group as well as development and maintenance of relationship with automobile suppliers of the Group. Mr. Wu serves as the chairman of the board and a director of each of the subsidiaries of the Company, and he has also been a director of Sunfonda (Hong Kong) Limited since April 1997. Prior to the establishment of the Group, Mr. Wu worked at China National Automotive Industry Sales Corp. (中國汽車工業銷售總公司) from July 1986 to December 1992. From August 1993 to March 1997, Mr. Wu was the managing director of Sunfonda Limited (新豐泰有限公司), which conducted import and export trade business and dissolved in September 2002. He graduated from Wuhan Institute of Technology (武漢工學院, currently known as Wuhan University of Technology (武漢理工大學)) located in Wuhan, China, majoring in automobile and tractor studies and obtained a bachelor’s degree in engineering in July 1986.

Mr. Wu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Wu and the Company, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Mr. Wu is the sole shareholder and director of Golden Speed (a Controlling Shareholder), a director of Top Wheel (a controlled corporation of Golden Speed and a Controlling Shareholder), and the husband of Ms. Chiu (the chief executive officer of the Group, an executive Director and a Controlling Shareholder).

Save as disclosed above and disclosed in the immediately following section “Interests in Shares”, Mr. Wu does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wu was deemed to be interested in 360,000,000 Shares, representing approximately 60% of the issued share capital of the Company. These shares are held as to 351,000,000 shares by Top Wheel and 9,000,000 shares by Westernrobust.

The issued share capital of Top Wheel is owned as to 70% by Golden Speed, a corporation wholly owned and controlled by Mr. Wu, and 30% by Win Force, a corporation wholly owned and controlled by Ms. Chiu. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are deemed to be interested in the 351,000,000 shares held by Top Wheel pursuant to Part XV of the SFO.

The entire issued share capital of Westernrobust is owned by the Management Trust pursuant to the Pre-IPO Share Award Scheme. Top Wheel is the settlor of the Management Trust and possesses all voting rights attached to the unawarded shares and awarded shares which have not vested under the Management Trust. Thus, the Management Trust and Top Wheel are deemed to be interested in the 9,000,000 shares held by Westernrobust. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are also deemed to be interested in the 9,000,000 shares of the Company held by Westernrobust pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Wu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Wu is not entitled to receive remuneration from the Company as a director of the Company, but he is eligible to participate in the Pre-IPO Share Award Scheme and the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Wu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wu that need to be brought to the attention of the Shareholders.

(2) MS. CHIU MAN

Position and Experience

Ms. Chiu Man ( 趙敏 ) , aged 51, was appointed as the chief executive officer of the Group and an executive Director on 13 January 2011. Ms. Chiu founded the Group with Mr. Wu in November 2000 and has been primarily responsible for the overall management and financial control of the Group. Ms. Chiu serves as a director in each of the subsidiaries of the Company and has also been a

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

director of Sunfonda (Hong Kong) Limited since April 1997. Ms. Chiu graduated from Wuhan Institute of Technology majoring in automobile and tractor studies and obtained a bachelor’s degree in engineering in July 1986.

Ms. Chiu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Ms. Chiu and the Company, her current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. She is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Ms. Chiu is the sole shareholder and director of Win Force (a Controlling Shareholder), a director of Top Wheel (a controlled corporation of Win Force and a Controlling Shareholder), and the wife of Mr. Wu (the Chairman of the Company, an executive Director and a Controlling Shareholder).

Save as disclosed above and disclosed in the immediately following section “Interests in Shares”, Ms. Chiu does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Chiu was deemed to be interested in 360,000,000 Shares, representing approximately 60% of the issued share capital of the Company. These shares are held as to 351,000,000 shares by Top Wheel and 9,000,000 shares by Westernrobust.

The issued share capital of Top Wheel is owned as to 70% by Golden Speed, a corporation wholly owned and controlled by Mr. Wu, and 30% by Win Force, a corporation wholly owned and controlled by Ms. Chiu. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are deemed to be interested in the 351,000,000 shares held by Top Wheel pursuant to Part XV of the SFO.

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interested in the 9,000,000 shares held by Westernrobust. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are also deemed to be interested in the 9,000,000 shares of the Company held by Westernrobust pursuant to Part XV of the SFO.

Save as disclosed above, Ms. Chiu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Ms. Chiu is not entitled to receive remuneration from the Company as a director of the Company, but she is eligible to participate in the Pre-IPO Share Award Scheme and the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Chiu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Chiu that need to be brought to the attention of the Shareholders.

(3) MR. JIA RUOBING

Position and Experience

Mr. Jia Ruobing (“Mr. Jia”, 賈若冰 ) , aged 40, was appointed as an executive Director on 11 June 2012. Mr. Jia joined the Group in October 2011 and has been the chief operating officer of the Group since then, primarily responsible for the overall operation. Mr. Jia also serves as a director of the Grand Forever Enterprises Limited, a subsidiary of the Group. Prior to joining the Group, he served as the luxury brand general manager of China ZhengTong Auto Services Holdings Limited (中國正通汽車服務控股有限公司), a company whose shares are listed on the Stock Exchange (stock code: 01728), from September 2010 to September 2011, and as the Beijing regional sales director of Beijing Yan De Bao Automobile Sales Co., Ltd. (北京燕德寶汽車銷售有限公司) from June 2005 to August 2010, during which he was awarded the title of General Manager of Outstanding Mini Team 2009 and granted a Top Sales Performance Award from BMW China on 20 January 2010. Mr. Jia graduated from South China University of Technology (華南理工大學) located in Guangzhou, China, majoring in international trade in July 1996. He obtained an executive diploma in management from the School of Business and Management of the Hong Kong University of Science and Technology in February 2008.

Mr. Jia has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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Length of service

Pursuant to the existing service contract entered into between Mr. Jia and the Company, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Jia does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Jia is deemed to be interested in 200,000 awarded shares, which have been granted to him (but not yet vested) pursuant to the Pre-IPO Share Award Scheme. Save as disclosed above, Mr. Jia was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Jia is not entitled to receive remuneration from the Company as a director of the Company, but he is eligible to participate in the Pre-IPO Share Award Scheme and the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Jia to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Jia that need to be brought to the attention of the Shareholders.

(4) MR. XIA KUN

Position and Experience

Mr. Xia Kun (“Mr. Xia”, 夏坤 ) , aged 50, was appointed as an executive Director on 20 November 2014. He was appointed as the after-sales service general manager of the Group on 1 January 2012, responsible for the management of after-sales services of the subsidiaries of the Company. Mr. Xia joined the Group in October 2001. He has been the general manager of Xi’an Xinmingyang Toyota Automobile Sales Services Co., Ltd. (西安新銘洋豐田汽車銷售服務有限公司) since March 2009. He previously served as the general manager and the service director of Shaanxi Sunfonda Automobile Co., Ltd. (陝西新豐泰汽車有限責任公司) from September 2006 to March

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2009 and from October 2001 to September 2006, respectively. Prior to joining the Group, Mr. Xia worked as an assistant to the director of Shaanxi Water, Electricity and Automobile Maintenance General Factory (陝西省水電汽車維修總廠) from July 1989 to June 2001. Mr. Xia graduated from Xi’an Highway Institute ((西安公路學院), currently known as Chang’an University (長安大學)) located in Xi’an, China, majoring in automobile application engineering and obtained a bachelor’s degree in engineering in July 1989.

Mr. Xia has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Xia and the Company, his current term of office is from 20 November 2014 to 14 May 2017, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Xia does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xia is deemed to be interested in 100,000 awarded shares, which have been granted to him (but not yet vested) pursuant to the Pre-IPO Share Award Scheme. Save as disclosed above, Mr. Xia was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Xia is not entitled to receive remuneration from the Company as a director of the Company, but he is eligible to participate in the Pre-IPO Share Award Scheme and the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Xia to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Xia that need to be brought to the attention of the Shareholders.

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(5) MR. ZHU WEI

Position and Experience

Mr. Zhu Wei (“Mr. Zhu”, 朱偉 ) , aged 52, was appointed as a non-executive Director on 21 April 2011. Mr. Zhu joined Standard Chartered PLC (HKEx: 02888; LSE: STAN; NSE: STAN) in September 2009 as a managing director primarily responsible for the company’s direct investment business in the Greater China Region. Mr. Zhu was previously a director of Zhuhai Zhongfu Enterprise Co., Ltd. (珠海中富實業股份有限公司), a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000659) from November 2008 to January 2010. Mr. Zhu also holds directorships in Henan Golden Dragon Precise Copper Tube Inc. (河南金龍精密銅管集團股份有限公司), Shandong Sangle Solar Energy Co., Ltd. (山東桑樂太陽能有限公司), Wuhan Ecoplast Technologies Inc. (武漢華麗環保科技有限公司) and Hangzhou Kuka Furnishing Co., Ltd. (杭州顧家家居有限公司). Prior to joining Standard Chartered PLC, he was a senior managing director of CVC Asia Pacific Ltd. (CVC亞太投資有限公司) from July 2008 to July 2009, responsible for investments in China. He served as the managing director of Goldman Sachs Gao Hua Securities Co., Ltd. (高盛高華證券有限公司) from November 2005 to July 2008, responsible for investment banking business in Shanghai. He was the president of the China Region of Roland Berger Strategy Consultants (羅蘭貝格管理顧問有限公司) from April 2004 to November 2005. He joined A.T. Kearney, Inc. (科爾尼管理顧問有限公司) in April 1993 and served as vice president of A.T. Kearney, Inc. and managing director of its Greater China Region from October 2001 to January 2004. Mr. Zhu obtained a bachelor’s degree in foreign service from Georgetown University (喬治城大學) located in Washington, DC in the US in 1986 and a master’s degree in business administration from The University of Chicago (芝加哥大學) located in Chicago, Illinois in the US in 1992.

Save as disclosed above, Mr. Zhu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract entered into between Mr. Zhu and the Company, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Zhu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Zhu is not entitled to receive remuneration from the Company as a director of the Company, but he is eligible to participate in the Pre-IPO Share Award Scheme and the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Zhu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhu that need to be brought to the attention of the Shareholders.

(6) MR. LIU JIE

Position and Experience

Mr. Liu Jie (“Mr. Liu”, 劉傑 ) , aged 51, was appointed as an independent non-executive Director on 19 June 2012. He is also the Chairman of the Audit Committee and a member of both the Nomination Committee and the Remuneration Committee of the Company. Mr. Liu has been a professor and supervisor of Ph.D candidates at the School of Economics and Management of Tongji University since July 2000, a professor and supervisor of Ph.D candidates at the School of Management of Fudan University since April 2004, a part-time professor and supervisor of Ph.D candidates at the School of Economics and Management of Tongji University since September 2005, and a honorary professor in the Faculty of Business and Economics of the University of Hong Kong since September 2011. From October 1995 to January 1998, Mr. Liu was the deputy general manager of Shanghai Tongji Science & Technology Industrial Co., Ltd. (上海同濟科技實業股份有限公司), a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600846). Mr. Liu has also served as the chairman of the board and general manager of Shanghai Tongji Travel Agency Co., Ltd. (上海同濟旅行社有限公司) since February 1997 and as the chairman of the board and general manager of Shanghai Tongji Biological Products Co., Ltd. (上海同濟生物製品有限公司) since April 1997. He was a director of Shanghai Tongji Science & Technology Industrial Co., Ltd. from May 1997 to June 2005, an independent director of Shanghai Material Trading Co., Ltd. (上海物貿中心股份有限公司), a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600822) from October 2001 to June 2007, and an independent non-executive director of China Cyber Port (International) Company Limited (神州奧美網路國際有限公司), a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 08206) from February 2007 to October 2008. Mr. Liu graduated from Tongji University (同濟大學) located in Shanghai, China, majoring in

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

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industrial automation, and obtained a bachelor’s degree and a master’s degree in engineering in July 1987 and December 1990, respectively. He graduated from the same university majoring in management science and engineering and obtained a doctoral degree in engineering in July 1995.

Save as disclosed above, Mr. Liu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Liu, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and reelection at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Liu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Liu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Mr. Liu is entitled to receive an annual director’s fee of RMB200,000, which is determined by reference to his duties and responsibilities with the Company and the remuneration policy of the Company. He is also eligible to participate in the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Liu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Liu that need to be brought to the attention of the Shareholders.

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(7) MR. YU YUANBO

Position and Experience

Mr. Yu Yuanbo (“Mr. Yu”, 于元渤 ) , aged 46, was appointed as an independent nonexecutive Director on 19 June 2012. He is also the Chairman of the Remuneration Committee and a member of both the Audit Committee and the Nomination Committee of the Company. Mr. Yu has been the vice chairman of China Automobile Dealers Association (中國汽車流通協會) since January 2005, mainly responsible for collection and publication of statistics related to the China automobile industry. From September 2003 to October 2005, Mr. Yu served as the vice president of China Huahai Investment & Guaranty Co., Ltd. (中國華海投資擔保有限公司), and served as the vice general manager of Huaxing South Automobile Trading Co., Ltd. (華星南方汽車貿易有限公司) from July 2001 to September 2003. Prior to this, he worked in various government agencies, including as supervisor (at the director level) of the Supervisory Board of Central Enterprise Work Commission (中央企業工委監事會) from February 2001 to July 2001, the secretary (at the deputydirector level) of the Office of the State Bureau of Internal Trade (國家國內貿易局辦公室) from September 1997 to February 2001, the deputy director of the consumer product circulation department and the general office of the Ministry of Internal Trade (國內貿易部) from September 1993 to September 1997, and a cadre of the Infrastructure Storage and Transportation Division of Department of Commerce (商業部基建儲運司) from July 1991 to September 1993. Mr. Yu graduated from Tianjin Business School (天津商學院, currently known as Tianjin University of Commerce (天津商業大學)) located in Tianjin, China, majoring in packaging engineering, and obtained a bachelor’s degree in engineering in July 1991. He graduated from a postgraduate class at Beijing Technology and Business University (北京工商大學) located in Beijing, China, majoring in industrial economics in July 2000.

Mr. Yu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Yu, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and reelection at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Yu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Mr. Yu is entitled to receive an annual director’s fee of RMB200,000, which is determined by reference to his duties and responsibilities with the Company and the remuneration policy of the Company. He is also eligible to participate in the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Yu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yu that need to be brought to the attention of the Shareholders.

(8) MR. FU JOHNSON CHI-KING

Position and Experience

Mr. Fu Johnson Chi-King (“Mr. Fu”, 符致京 ) , aged 60, was appointed as an independent non-executive Director on 18 January 2014. He is also a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company. Mr. Fu was the chief executive officer of Kingold Group Companies Ltd located in Guangzhou, China, which has investments in real estate, hotels, resorts, media, education and IT. He has been an independent nonexecutive director of China Hanking Holdings Limited, a company whose shares are listed on the Stock Exchange (stock code: 03788) since February 2011, where he served as a member of the audit committee and therefore extensively participated in reviewing and analyzing the company’s financial reports and diligently supervised and assessed the company’s internal controls. Mr. Fu’s major recent work experience in the financial industry is summarized below. From January 2011 to February 2013, he served as the country manager (China) for Rabobank Netherland. From February 2010 to August 2010, he served as a director and the chief executive officer of ChemChina Finance Co., Ltd. (中國化工財務有限公司), a wholly-owned subsidiary of China state-owned China National Chemical Corporation (中國化工集團公司), where he was fully responsible for managing the cashflow and investment of ChemChina Group. From August 2005 to May 2009, he worked for Hang Seng Bank Limited, Hong Kong, held the position of an executive director and the chief executive of Hang Seng Bank (China) Limited (恒生銀行 (中國) 有限公司) during the period, and participated in the preparation and review of the financial information that are consolidated into the public financial statements of Hang Seng Bank Limited, a company whose shares are listed on the Stock Exchange (stock code: 00011). Prior to August 2005, Mr. Fu held various management positions in a number of financial institutions and other companies. Mr. Fu obtained a bachelor’s degree in business

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APPENDIX II

administration from Loyola University (洛約拉大學) located in New Orleans, Louisiana in the US in 1975 and a master’s degree in business administration from the University of California, Berkeley (加州大學柏克萊分校), located in Berkeley, California in the US in 1976.

Save as disclosed above, Mr. Fu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing letter of appointment issued by the Company to Mr. Fu, his current term of office is 3 years commencing from 15 May 2014, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. He is also subject to retirement and reelection at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Fu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Fu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the letter of appointment, Mr. Fu is entitled to receive an annual director’s fee of RMB200,000, which is determined by reference to his duties and responsibilities with the Company and the remuneration policy of the Company. He is also eligible to participate in the Share Option Scheme.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Fu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Fu that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2015 AGM

==> picture [126 x 87] intentionally omitted <==

SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01771)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Sunfonda Group Holdings Limited (the “ Company ”) will be held at Conference Room No. 2, 5/F of Office Building, Sunfonda Automobile Center, Beichen Avenue, Chanba Ecological District, Xi’an City, Shaanxi Province, The People’s Republic of China on Friday, 29 May 2015 at 11:00 a.m. for the following purposes:

To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2014;
To declare a final dividend of HK0.063 per share for the year ended 31 December 2014;
To re-elect Mr. Wu Tak Lam as an executive director of the Company;
To re-elect Ms. Chiu Man as an executive director of the Company;
To re-elect Mr. Jia Ruobing as an executive director of the Company;
To re-elect Mr. Xia Kun as an executive director of the Company;
To re-elect Mr. Zhu Wei as a non-executive director of the Company;
To re-elect Mr. Liu Jie as an independent non-executive director of the Company;
To re-elect Mr. Yu Yuanbo as an independent non-executive director of the Company;
To re-elect Mr. Fu Johnson Chi-King as an independent non-executive director of the Company;
To authorize the board of directors of the Company to fix the respective directors’ remuneration;
To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix the auditors’ remuneration;
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NOTICE OF THE 2015 AGM

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

“ THAT :

(a) subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
- (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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NOTICE OF THE 2015 AGM

(b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options (including warrants, bonds, and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;
(iii) the exercise of options under a share option scheme of the Company; and
(iv) any scrip dividend scheme 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 Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and this approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

(d) for the purposes 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such

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NOTICE OF THE 2015 AGM

exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”;

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

“ THAT conditional upon the passing of the resolutions set out in items 13 and 14 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 14 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 13 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”; and

To consider that, if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT Article 18.1 of the Articles of Association of the Company be amended to ‘Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3, the management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things, including but not limited to providing indemnity against obligations under financing activities, or guaranteeing or providing security for financing activities to subsidiaries of the Company, as may be exercised or done or approved by the Company and are not hereby or by the Law or Listing Rules expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Law and of these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.’, and any director of the Company be and is hereby authorise to do all such acts and things and to execute all documents as he/she considers necessary, desirable or expedient to give effect to the aforementioned amendment of the Articles of Association.”.

By order of the Board Mr. Wu Tak Lam Chairman

28 April 2015

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NOTICE OF THE 2015 AGM

Notes:

a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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.
b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s Hong Kong branch share registrar (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
c. To ascertain shareholders’ eligibility to attend and vote at the forthcoming annual general meeting of the Company to be held on Friday, 29 May 2015, the register of members of the Company will be closed from Wednesday, 27 May 2015 to Friday, 29 May 2015 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the said meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for registration no later than 4:30 p.m. on Tuesday, 26 May 2015.
d. To ascertain shareholders’ entitlement to the proposed final dividend upon passing of the resolution no. 2 set out in this notice, the register of members of the Company will be closed from Monday, 8 June 2015 to Wednesday, 10 June 2015 (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to the proposed final dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar (i.e. Computershare Hong Kong Investor Services Limited, at its address shown in Note c above) for registration no later than 4:30 p.m. on Friday, 5 June 2015.
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AI assistant

Sunfonda Group Holdings Limited — Proxy Solicitation & Information Statement 2015

50156_rns_2015-04-27_2b890a67-e132-4d2f-89ec-44a9376908b0.pdf

SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

1. INTRODUCTION

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

4. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Existing Provision

Amended Provision

5. 2015 AGM AND PROXY ARRANGEMENT

6. RECOMMENDATION

7. GENERAL INFORMATION

1. REASONS FOR BUYBACK OF SHARES

2. SHARE CAPITAL

3. FUNDING OF REPURCHASES

4. IMPACT OF REPURCHASES

5. TAKEOVERS CODE

6. GENERAL

7. MARKET PRICES OF SHARES

8. REPURCHASES OF SHARES MADE BY THE COMPANY

(1) MR. WU TAK LAM

Position and Experience

Length of service

Relationships

APPENDIX II

Interests in Shares

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(2) MS. CHIU MAN

Position and Experience

Length of service

Relationships

Interests in Shares

APPENDIX II

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(3) MR. JIA RUOBING

Position and Experience

APPENDIX II

Length of service

Relationships

Interests in Shares

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(4) MR. XIA KUN

Position and Experience

APPENDIX II

Length of service

Relationships

Interests in Shares

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

APPENDIX II

(5) MR. ZHU WEI

Position and Experience

Length of service

Relationships

APPENDIX II

Interests in Shares

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(6) MR. LIU JIE

Position and Experience

APPENDIX II

Length of service

Relationships

Interests in Shares

Director’s emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

APPENDIX II

Sunfonda Group Holdings Limited Proxy Solicitation & Information Statement 2015