Sunshine 100 China Holdings Ltd — Proxy Solicitation & Information Statement 2014

Apr 30, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Sunshine 100 China Holdings Ltd, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Sunshine 100 China Holdings Ltd �� 100 ��������

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2608)

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

A notice convening the Annual General Meeting of Sunshine 100 China Holdings Ltd to be held at 10:00 a.m. on Wednesday 18 June 2014 at 5th Floor, Island Shangri-la Hong Kong, Pacifi c Place, Supreme Court Road, Central, Hong Kong at Taishan Room is set out on pages 22 to 26 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of Stock Exchange (www.hkexnews.hk).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

30 April 2014

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
— Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
— Issue Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
— Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
— Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
— Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
— Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
— Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
— Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
— Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
— Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Particulars of Directors proposed for re-election. . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

— i —

DEFINITIONS

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

• “2010 Agreement” the concert party agreement dated 12 August 2010 entered into between Mr. Yi Xiaodi, Mr. Fan Xiaochong, Ms. Fan Xiaohua and Mr. Liao Chimei

• “2013 Agreement” the concert party agreement dated 1 August 2013 entered into among the Individual Controlling Shareholders

• “Annual General Meeting” the annual general meeting of the Company to be held at 10:00 a.m. on Wednesday 18 June 2014 at 5th Floor, Island Shangri-la Hong Kong, Pacifi c Place, Supreme Court Road, Central, Hong Kong at Taishan Room or any adjournment thereof and notice of which is set out on pages 22 to 26 of this circular

• “Articles of Association” the articles of association of the Company adopted on 17 February 2014 and became effective on the Listing Date and as amended from time to time

• “Associates” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Company” Sunshine 100 China Holdings Ltd, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

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

• “Director(s)” the director(s) of the Company “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that the aggregate nominal value of the Shares which may be allotted and issued under the Issue Mandate may be extended by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate

• “FXC Family Trust” the FXC Family Trust, a discretionary family trust established by Mr. Fan Xiaochong, the discretionary benefi ciaries of which are Mr. Fan Xiaochong, his family members and other persons who may be added from time to time

• “FXH Family Trust” the FXH Familty Trust, a discretionary family trust established by Ms. Fan Xiaohua, the discretionary benefi ciaries of which are Ms. Fan Xiaohua, her family members and other persons who may be added from time to time

— 1 —

DEFINITIONS

• “Group” the Company and its subsidiaries “Harvest Well” Harvest Well Holdings Limited (漢威控股有限公司), a company with limited liability incorporated in the British Virgin Islands on 9 March 2007

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “independent third party(ies)” a person or a company who/which is or are independent of the Directors, the Controlling Shareholders, the Substantial Shareholders and the chief executive of the Company or its subsidiaries or their respective Associates

• “Individual Controlling Shareholders” Mr. Yi Xiaodi (易小迪), Mr. Fan Xiaochong (范小沖), Ms. Fan Xiaohua (范曉華), Mr. Jin Xiangfei (靳翔飛), Ms. Liu Chaohui (劉朝暉), Mr. Tian Feng (田豐) and Mr. Li Mingqiang (李明強 who are parties acting in concert pursuant to the 2013 Agreement

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “Jin Family Trust” the Jin Family Trust, a discretionary family trust established by Mr. Jin Xiangfei, the discretionary benefi ciaries of which are Mr. Jin Xiangfei, his family members and other persons who may be added from time to time

• “Joywise” Joywise Holdings Limited (樂升控股有限公司), a company with limited liability incorporated in the British Virgin Islands on 8 January 2007

• “Latest Practicable Date” 24 April 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Li Family Trust” the Li Family Trust, a discretionary family trust established by Mr. Li Mingqiang, the discretionary benefi ciaries of which are Mr. Li Mingqiang, his family members and other persons who may be added from time to time

• “Liu Family Trust” the Liu Family Trust, a discretionary family trust established by Ms. Liu Chaohui, the discretionary benefi ciaries of which are Ms. Liu Chaohui, her family members and other persons who may be added from time to time

• “Listing Date” 13 March 2014, being the date on which the Company became listed on the Stock Exchange

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

— 2 —

DEFINITIONS

“Ming Fai”	Ming Fai International Limited (明輝國際有限公司), a company
	with limited liability incorporated in the British Virgin Islands on 4
	July 2006
“PRC”	the People’s Republic of China
“Prospectus”	the prospectus issued by the Company dated 27 February 2014
“Remuneration Committee”	the remuneration committee of the Board
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the
	Directors to exercise the power of the Company to repurchase the
	Shares on the Stock Exchange with an aggregate nominal value not
	exceeding 10% of the aggregate nominal value of the share capital
	of the Company in issue as at the date of passing the relevant
	resolution at the Annual General Meeting
“Share(s)”	ordinary share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“SFO”	the Securities and Futures Ordinance of Hong Kong (Chapter
	571 of the Laws of Hong Kong) as amended, supplemented or
	otherwise modif ed from time to time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sunshine Trust I”	the Sunshine Trust I, a discretionary investment collective trust
	established by the Individual Controlling Shareholders, the
	discretionary benef ciaries of which are the Individual Controlling
	Shareholders and other persons who may be added from time to
	time
“Sunshine Trust II”	the Sunshine Trust II, a discretionary collective trust established
	by the Individual Controlling Shareholders, the discretionary
	benef ciaries of which are three persons and other persons who may
	be added from time to time
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“Tian Family Trust”	the Tian Family Trust, a discretionary family trust established by
	Mr. Tian Feng, the discretionary benef ciaries of which are Mr.
	Tian Feng, his family members and other persons who may be
	added from time to time
“Trustee”	Cititrust Private Trust (Cayman) Limited, the trustee of the Yi
	Family Trust, the FXC Family Trust, the FXH Family Trust, the Jin
	Family Trust, the Tian Family Trust, the Liu Family Trust, the Li
	Family Trust, the Sunshine Trust I and the Sunshine Trust II, and
	an independent third party

— 3 —

DEFINITIONS

“Yi Family Trust” the Yi Family Trust, a discretionary family trust established by Mr. Yi Xiaodi, the discretionary benefi ciaries of which are Mr. Yi Xiaodi, his family members and other persons who may be added from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

— 4 —

LETTER FROM THE BOARD

Sunshine 100 China Holdings Ltd �� 100 ��������

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 02608)

Executive Directors Mr. Yi Xiaodi Mr. Fan Xiaochong

Non-executive Directors

Ms. Fan Xiaohua Mr. Joseph Raymond Gagnon

Independent non-executive Directors

Mr. Chen Jinsong Mr. Gu Yunchang Mr. Ng Fook Ai, Victor

Registered offi ce The Registered Offi ce of Intertrust Trustees II (Cayman) Limited Clifton House, P.O. Box 1350 75 Fort Street George Town, Grand Cayman KY1-1108 Cayman Islands

Head offi ce

Tower D, Floor 12 No. 2 Guang Hua Street Beijing 100026 China

Principal place of business in Hong Kong 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

30 April 2014

To the Shareholders,

Dear Sir/Madam,

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

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of general mandates to issue Shares and repurchase Shares; and (ii) the re-election of retiring Directors.

— 5 —

LETTER FROM THE BOARD

Pursuant to the written resolutions passed by the then sole Shareholder on 17 February 2014, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue immediately following completion of the Global Offering (as defi ned in the Prospectus) and the Capitalisation Issue (as defi ned in the Prospectus) (this mandate does not cover Shares to be allotted, issued, or dealt with under a rights issue or upon the exercise of the Over-allotment Option (as defi ned in the Prospectus) or the options to be granted under the Share Option Scheme (as defi ned in the Prospectus)); (b) a general unconditional mandate to repurchase Shares on the Stock Exchange with an aggregate value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue immediately following completion of the Global Offering (as defi ned in the Prospectus) and the Capitalisation Issue (as defi ned in the Prospectus) (excluding Shares which may be allotted and issued upon the exercise of the Over-allotment Option (as defi ned in the Prospectus), the options granted under or the options to be granted under the Share Option Scheme (as defi ned in the Prospectus)); and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal value of the Shares purchased by the Company pursuant to the mandate to repurchase Shares referred to (b) above (up to 10% of the aggregate nominal value of the Shares in issue immediately following completion of the Global Offering (as defi ned in the Prospectus) and the Capitalisation Issue (as defi ned in the Prospectus) excluding any Shares which may fall to be issued pursuant to the exercise of the Over-allotment Option (as defi ned in the Prospectus) or the options to be granted under the Share Option Scheme (as defi ned in the Prospectus).)

The above general mandates will expire at the conclusion of the Annual General Meeting.

ISSUE MANDATE

In order to ensure fl exibility and discretion to the Directors, in the event that it becomes desirable to issue any Share, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for an Issue Mandate. At the Annual General Meeting, an ordinary resolution no. 11 will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with new Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 2,000,000,000 Shares were in issue. Subject to the passing of the proposed resolution no. 11 granting the Issue Mandate to the Directors and that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue up to a maximum of 400,000,000 Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

REPURCHASE MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution no. 12 will also be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to repurchase on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution. In addition, an ordinary resolution no. 13 will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

— 6 —

LETTER FROM THE BOARD

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with articles 83(3), 84(1) and 84(2) of the Articles of Association, Mr. Yi Xiaodi, Mr. Fan Xiaochong, Ms. Fan Xiaohua, Mr. Joseph Raymond Gagnon, Mr. Chen Jinsong, Mr. Gu Yunchang and Mr. Ng Fook Ai, Victor shall retire from offi ce, and being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

Particulars of the Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

NOTICE OF THE ANNUAL GENERAL MEETING

Set out on pages 22 to 26 of this circular is the notice of the Annual General Meeting, at which, inter alia, resolutions will be proposed to Shareholders to consider and approve (i) the Issue Mandate; (ii) the Repurchase Mandate and the Extension Mandate; and (iii) the re-election of the retiring Directors.

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 for the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 16 June 2014 to Wednesday, 18 June 2014, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents together with the relevant share certifi cates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 13 June 2014.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be put to the vote by way of a poll.

— 7 —

LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for every fully paid Share held. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and the proposed re-election of the retiring Directors are in the interest of the Group and the Shareholders as a whole.

The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confi rm 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.

Yours faithfully, By order of the Board Sunshine 100 China Holdings Ltd Yi Xiaodi Chairman and Executive Director

— 8 —

EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,000,000,000 Shares of nominal value of HK$0.01 each.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and that no Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 200,000,000 Shares, which represents 10% of the entire issued share capital of the Company as at the date of passing of the resolution, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required to be held by Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

2. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefi t the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be fi nanced out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the Companies Law.

The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profi ts of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profi ts of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and/or on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated fi nancial statements of the Company as at 31 December 2013, being the date to which the latest published audited consolidated fi nancial statements of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

— 9 —

EXPLANATORY STATEMENT

APPENDIX I

4. GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their Associates, currently intend to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands (including the Companies Law).

No Connected Person has notifi ed the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is exercised.

5. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Company, 1,386,715,012 Shares, representing approximately 69.34% of the issued share capital of the Company, were benefi cially owned by Joywise.

Mr. Yi Xiaodi, Mr. Fan Xiaochong, Ms. Fan Xiaohua and Mr. Liao Chimei are parties to the 2010 Agreement. Each of the Individual Controlling Shareholders is a party to the 2013 Agreement. By virtue of the SFO, each of the Individual Controlling Shareholders and Mr. Liao Chimei is deemed to be interested in the Shares which the other parties to each of those agreements are interested in. Furthermore, the Individual Controlling Shareholders and Mr. Liao Chimei are parties acting in concert for the purpose of the Takeovers Code.

As such and by virtue of the SFO, each of the Individual Controlling Shareholders and Mr. Liao Chimei is deemed to be interested in the Shares which Joywise was interested in.

As at the Latest Practicable Date, the following Shareholders had interests representing 10% or more of the issued share capital of the Company:

			Approximate
	Capacity in which	Interests	percentage of
Name of Shareholder	interests are held	in Shares	shareholding	Notes
Joywise	Benef cial owner	1,386,715,012	69.34%
Ming Fai	Interest of a controlled	1,386,715,012	69.34%	5
	corporation
Harvest Well	Interest of a controlled	1,386,715,012	69.34%	6
	corporation
Fantasy Races Limited	Interest of a controlled	1,386,715,012	69.34%	7
	corporation

— 10 —

EXPLANATORY STATEMENT

APPENDIX I

			Approximate
	Capacity in which	Interests	percentage of
Name of Shareholder	interests are held	in Shares	shareholding	Notes
Mr. Yi Xiaodi	Persons acting in concert	1,386,715,012	69.34%	1, 2
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Mr. Fan Xiaochong	Persons acting in concert	1,386,715,012	69.34%	1, 3
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Ms. Fan Xiaohua	Persons acting in concert	1,386,715,012	69.34%	1, 4
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Mr. Jin Xiangfei	Persons acting in concert	1,386,715,012	69.34%	8
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Ms. Liu Chaohui	Persons acting in concert	1,386,715,012	69.34%	9
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Mr. Tian Feng	Persons acting in concert	1,386,715,012	69.34%	10
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Mr. Li Mingqiang	Persons acting in concert	1,386,715,012	69.34%	11
	Interest of a controlled
	corporation
	Founder of a discretionary trust
Trustee	Trustee	1,386,715,012	69.34%	12
	Interest of a controlled
	corporation
Mr. Liao Chimei	Persons acting in concert	1,386,715,012	69.34%	13
	Interest of a controlled
	corporation

Notes:

• (1) 40% of the issued share capital of Joywise is held by Ming Fai and 60% of the issued share capital of Joywise is held by Harvest Well. Both Ming Fai and Harvest Well are deemed under the SFO to be interested in the Shares held by Joywise. 72.4% of the issued share capital of each of Ming Fai and Harvest Well are held by Fantasy Races Limited. In light of the above, Fantasy Races Limited is deemed under the SFO to be interested in the Shares held by Joywise.

• (2) Mr. Yi Xiaodi is the founder of the Yi Family Trust. By virtue of the SFO, he is deemed to be interested in the Shares which Fantastic Magician Limited is interested in.

— 11 —

EXPLANATORY STATEMENT

APPENDIX I

Mr. Yi Xiaodi is also one of the founders the Sunshine Trust I. By virtue of the SFO, he is deemed to be interested in the Shares which Fantasy Races Limited is interested in.

Mr. Yi Xiaodi is one of the parties to each of the 2010 Agreement and the 2013 Agreement. By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to each of those agreements are interested in.

In light of the above and the other notes, Mr. Yi Xiaodi is deemed under the SFO to be interested in the Shares held by Joywise.

• (3) Mr. Fan Xiaochong is the founder of the FXC Family Trust. By virtue of the SFO, he is deemed to be interested in the Shares which True Passion Limited is interested in.

Mr. Fan Xiaochong is also one of the founders of the Sunshine Trust I. By virtue of the SFO, he is deemed to be interested in the Shares which Fantasy Races Limited is interested in.

Mr. Fan Xiaochong is also the founder of the Sunshine Trust II. By virtue of the SFO, he is deemed to be interested in the Shares which Floral Crystal Limited is interested in.

Mr. Fan Xiaochong is one of the parties to each of the 2010 Agreement and the 2013 Agreement. By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to each of those agreements are interested in.

In light of the above and the other notes, Mr. Fan Xiaochong is deemed under the SFO to be interested in the Shares held by Joywise.

• (4) Ms. Fan Xiaohua is the founder of the discretionary family trust, the FXH Family Trust. By virtue of the SFO, she is deemed to be interested in the Shares which Glorious Glory Limited is interested in.

Ms. Fan Xiaohua is also one of the founders of the Sunshine Trust I. By virtue of the SFO, she is deemed to be interested in the Shares which Fantasy Races Limited is interested in.

Ms. Fan Xiaohua is one of the parties to each of the 2010 Agreement and the 2013 Agreement. By virtue of the SFO, she is deemed to be interested in the Shares which the other parties to each of those agreements are interested in.

In light of the above and the other notes, Ms. Fan Xiaohua is deemed under the SFO to be interested in the Shares held by Joywise.

• (5) 40% of the issued share capital of Joywise is held by Ming Fai. Ming Fai is deemed under the SFO to be interested in the Shares held by Joywise.

• (6) 60% of the issued share capital of Joywise is held by Harvest Well. Harvest Well is deemed under the SFO to be interested in the Shares held by Joywise.

• (7) 72.4% of the issued share capital of each of Ming Fai and Harvest Well are held by Fantasy Races Limited.

• In light of the above and notes 5 and 6, Fantasy Races Limited is deemed under the SFO to be interested in the Shares held by Joywise.

• (8) Mr. Jin Xiangfei is the founder of the Jin Family Trust. By virtue of the SFO, he is deemed to be interested in the Shares which Creative Goal Limited is interested in. Out of the other parties, three of them, namely, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua, are deemed to be interested in the Shares which Mr. Liao Chimei is interested in by virtue of the 2010 Agreement.

Mr. Jin Xiangfei is one of the parties to the 2013 Agreement. By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to that agreement are interested in.

In light of the above and the other notes, Mr. Jin Xiangfei is deemed under the SFO to be interested in the Shares held by Joywise.

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EXPLANATORY STATEMENT

APPENDIX I

• (9) Ms. Liu Chaohui is the founder of the Liu Family Trust. By virtue of the SFO, she is deemed to be interested in the Shares which Butterfl y Fairy Limited is interested in. Out of the other parties, three of them, namely, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua, are deemed to be interested in the Shares which Mr. Liao Chimei is interested in by virtue of the 2010 Agreement.

• Ms. Liu Chaohui is one of the parties to the 2013 Agreement By virtue of the SFO, she is deemed to be interested in the Shares which the other parties to that agreement are interested in.

In light of the above and the other notes, Ms. Liu Chaohui is deemed under the SFO to be interested in the Shares held by Joywise.

• (10) Mr. Tian Feng is the founder of the Tian Family Trust. By virtue of the SFO, he is deemed to be interested in the Shares which Happy Sunshine Limited is interested in.

Mr. Tian Feng is one of the parties to the 2013 Agreement. By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to that agreement are interested in. Out of the other parties, three of them. namely, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua, are deemed to be interested in the Shares which Mr. Liao Chimei is interested in by virtue of the 2010 Agreement.

In light of the above and the other notes, Mr. Tian Feng is deemed under the SFO to be interested in the Shares held by Joywise.

• (11) Mr. Li Mingqiang is the founder of the Li Family Trust. By virtue of the SFO, he is deemed to be interested in the Shares which Ultimate Triumph Investments Limited is interested in.

Mr. Li Mingqiang is one of the parties to the 2013 Agreement By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to that agreement are interested in. Out of the other parties, three of them namely, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua, are deemed to be interested in the Shares which Mr. Liao Chimei is interested in by virtue of the 2010 Agreement.

In light of the above and the other notes, Mr. Li Mingqiang is deemed under the SFO to be interested in the Shares held by Joywise.

• (12) The Trustee is the trustee under the Yi Family Trust, the FXC Family Trust, the FXH Family Trust, the Jin Family Trust, the Tian Family Trust, the Liu Family Trust, the Li Family Trust, the Sunshine Trust I and the Sunshine Trust II. For details of these trusts, please refer to “History, Reorganization and Group Structure — Establishment of Offshore Trusts” in page 121 to page 122 of the Prospectus.

In light of the above and notes 5 and 6, the Trustee is deemed under the SFO to be interested in the Shares held by Joywise.

• (13) Mr. Liao Chimei is one of the parties to the 2010 Agreement. By virtue of the SFO, he is deemed to be interested in the Shares which the other parties to that agreement (namely, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua) are interested in. By virtue of the 2013 Agreement, Mr. Yi Xiaodi, Mr. Fan Xiaochong and Ms. Fan Xiaohua are deemed to be interested in the Shares which Mr. Jin Xiangfei, Ms. Liu Chaohui, Mr. Tian Feng and Mr. Li Mingqiang are interested in.

• In light of the above and the other notes, Mr. Liao Chimei is deemed under the SFO to be interested in the Shares held by Joywise.

To the best of the knowledge and belief of the Company, no other person, together with his/her associates, was benefi cially interested in Shares representing 10% or more of the issued share capital of the Company.

In light of the above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

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EXPLANATORY STATEMENT

APPENDIX I

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in the public hands. As the exercise of the Repurchase Mandate is full would result in insuffi cient public fl oat of the Company, the Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

6. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company since the Listing Date.

7. SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous months since the Listing Date up to the Latest Practicable Date were as follows:

	Highest traded	Lowest traded
Month	prices	prices
	HK$	HK$
2014
March (from 13 March 2014 (being the Listing Date)	4.09	3.05
to 31 March 2014)
April (up to the Latest Practicable Date)	3.66	3.34

Source: Stock Exchange

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:

Executive Directors

Mr. Yi Xiaodi (易小迪), aged 50, is the chairman of the Board, the pioneer founder, an executive Director, the chief executive offi cer and the chairman of the Company’s nomination committee, and is in charge of the corporate strategy and the daily operations of the Group. Mr. Yi was appointed as an executive Director by the Company on 20 September 2007. Mr. Yi has extensive experience in the real estate development industry in China. In 1992, Mr. Yi established Guangxi Vantone Enterprise Development Company in Guangxi, which established Guangxi Vantone Real Estate Co., Ltd. (廣西萬通 房地產有限公司) (“Guangxi Vantone”) in 1994. He established the “Sunshine 100” brand in 2000 through the development of the Sunshine 100 International Apartment project (陽光100國際公寓) in Beijing. He received an award for being a leader in real estate innovation in Beijing (北京地產創新領袖人物) from sina.com (新浪網) in 2003, an award for being one of China’s infl uential persons during China’s 10 years of transformation (改變中國十年影響力人物) by the Asian Living Environment Association (亞洲人居環境協會) and the Economic Observer (經濟觀察報) in 2004, an award for his outstanding contributions to creating a living environment in China (中國人居環境傑出貢獻人物榮譽稱號) by the China Real Estate and Residential Housing Research Association (中國房地產及住宅研究會) and the Chinese Environmental Protection Fund (中華環境保護基金會) in 2005, an award for outstanding contribution to the creation of value in cities in China (創造城市價值中國地產年度卓越貢獻人物) by the Chinese Living Environment Committee (中國人居環境委員會) in 2006, an award named him a Person of Outstanding Contribution of 2006 China Chuangyi Real Estate Annual Meeting (2006年中國創 意地產年會卓越貢獻人物) in 2007 by Lanchou Real Estate Commentary (《藍籌地產評論》), sina.com (新浪網), College of Real Estate of Beijing Normal University (北師大不動產學院) and Chinese Living Environment Committee (中國人居環境委員會), an award for special contribution for 2009 China urban commercial value (2009中國城市商業價值特殊貢獻人物) by China Federation of Urban Commercial Outlets Construction Administration (中國城市商業網點建設管理聯合會) and the International Real Estate Federation (國際不動產行業聯盟), an award named him an Infl uential Person of 2009 Lanchou Real Estate (2009年度藍籌地產影響力人物) by Lanchou Real Estate Media (藍籌地產傳媒) and Sina Leju (新浪樂居), an award for being one of the most respected entrepreneur of China in 2012 (2012年 中國最受尊敬企業家) by Hurun Report (胡潤百富) and an award for being one of the top 10 annual persons in 2009 China brand real estate (2009品牌中國房地產十大年度人物) by China Brand Union Association (品牌中國產業聯盟) and China Real Estate Chamber of Commerce (全國工商聯房地產商 會). Mr. Yi was appointed the lecturer for the outstanding alumni’s series report course (《優秀校友系列 報告》) from September 2006 to July 2011 by the Alumni Association of (北京師範大學校友會) Beijing Normal University. He was the vice executive chairman for the second session of the Guangxi Chamber of Commerce in Beijing (北京廣西企業商會) and a member of the Entrepreneurial Forum of Sohu (搜狐企 業家論壇). He obtained a bachelor of science degree in geography from Beijing Normal University (北京 師範大學) in July 1986 and a master’s degree in economics from Renmin University of China (中國人民 大學) in October 1989.

Mr. Yi has entered into a service contract with the Company under which he has agreed to act as an executive Director for an initial term of three years commencing from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Mr. Yi or the Company. Mr. Yi will receive a salary of HK$240,000 annually plus a discretionary annual or semi-annual bonus which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Yi, together with the other Individual Controlling Shareholders, are interested in an aggregate of 94% shareholding interest in each of Ming Fai and Harvest Well, which hold a 40% and 60% shareholding interest in Joywise, respectively. As at the Latest Practicable Date, 1,386,715,012 Shares, representing approximately 69.34% of the issued share capital of the Company, were benefi cially owned by Joywise. Mr. Yi is deemed under the SFO to be interested in the Shares held by Joywise. Accordingly, Mr. Yi is a Controlling Shareholder of the Company. Save as disclosed in Appendix I to this circular, as at the Latest Practicable Date, Mr. Yi did not have any interest in the Shares in accordance with Part XV of the SFO. Save as aforesaid and disclosed in this circular, Mr. Yi is not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. Mr. Yi has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Save as disclosed above, there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Mr. Yi’s re-election as an executive Director.

Mr. Fan Xiaochong (范小冲), aged 49, is an executive Director appointed by the Company on 20 September 2007. Mr. Fan is the executive vice-president and is involved in formulating the corporate strategies of the Group, assists Mr. Yi Xiaodi in the Group’s daily operations and supervises the land acquisition, human resources and administration departments of the Company. Since the establishment of Guangxi Vantone in 1994, Mr. Fan was engaged in the business and corporate strategy development of the Group. He was the deputy general manager of Guangxi Vantone from 1992 to 2003, the deputy general manager of Beijing Yinxin Guanghua Real Estate Development Co., Ltd. from 1999 to 2003, and has been the executive vice-president of Sunshine 100 Real Estate Group Co., Ltd. (陽光壹佰置業集團有限公 司) since 2003. He received an award named Person of Outstanding Contribution of 2006 China Chuangyi Real Estate Annual Meeting (2006年中國創意地產年會卓越貢獻人物) in 2007 by Lanchou Real Estate Commentary (《藍籌地產評論》), sina.com (新浪網), College of Real Estate of Beijing Normal University (北師大不動產學院) and Chinese Living Environment Committee (中國人居環境委員會) and an award for outstanding contribution for China real estate (中國地產傑出貢獻人物獎) in 2010 by the Chinese Association of Urban Development and Public Relationship (中國城市發展暨公共關係協會). Mr. Fan obtained a bachelor of science degree in geography and a master of science degree in regional geography from Beijing Normal University (北京師範大學) in July 1986 and July 1989, respectively.

Mr. Fan has entered into a service contract with the Company under which he has agreed to act as an executive Director for an initial term of three years commencing from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Mr. Fan or the Company. Mr. Fan will receive a salary of HK$240,000 annually plus a discretionary annual or semi-annual bonus which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Fan, together with other Individual Controlling Shareholders, are interested in an aggregate of 94% shareholding interest in each of Ming Fai and Harvest Well, which hold 40% and 60% shareholding interest in Joywise, respectively. As at the Latest Practicable Date, 1,386,715,012 Shares, representing approximately 69.34% of the issued share capital of the Company, were benefi cially owned by Joywise. Mr. Fan is deemed under the SFO to be interested in the Shares held by Joywise. Accordingly, Mr. Fan is a Controlling Shareholder of the Company. Save as disclosed in Appendix I to this circular, as at the Latest Practicable Date, Mr. Fan did not have any interest in the Shares in accordance with Part XV of the SFO. Save as aforesaid and disclosed in this circular, Mr. Fan is not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. He is not related to Ms. Fan Xiaohua, another executive Director. Mr. Fan has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Save as disclosed above, there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Mr. Fan’s re-election as an executive Director.

Non-executive Director

Ms. Fan Xiaohua (范曉華), aged 71, is a non-executive Director appointed by the Company on 20 September 2007. Ms. Fan joined the Group as a member of the senior management of Guangxi Vantone in 1994. She has been the director of the Group since August 2005 and was involved in the decision-making process and supervised internal auditing controls of the Company. Ms. Fan served as the division head of technology, the deputy factory director and the factory director of Guangxi Nanning Chinese Medicine Pharmaceutical Factory (廣西南寧中藥廠) from 1979 to 1990, the chief deputy general manager of Nanning Pharmaceutical Group (南寧製藥企業集團) from 1991 to 1993 and has been the chairman and general manager of Guangxi Vantone Pharmaceutical Co., Ltd. (廣西萬遍製藥有限公司) since 1993. Ms. Fan enjoys the life-long special allowance (終身享受國務院特殊津貼) which is an award granted by the State Council for experts and scholars who have outstanding contribution since 1993. She was honored as one of “Second Batch of Top Professional Talents in Nanning” (南寧市第二批專業技術拔尖人才) between 1991 and 1993. She obtained a bachelor’s degree in medicine from Nanjing Pharmacy College (南 京藥學院) (currently known as China Pharmaceutical University (中國藥科大學) in August 1967.

Ms. Fan, together with other Individual Controlling Shareholders, are interested in an aggregate of 94% shareholding interest in each of Ming Fai and Harvest Well, which hold 40% and 60% shareholding interest in Joywise, respectively. As at the Latest Practicable Date, 1,386,715,012 Shares, representing approximately 69.34% of the issued share capital of the Company, were benefi cially owned by Joywise. Ms. Fan is deemed under the SFO to be interested in the Shares held by Joywise. Save as disclosed in Appendix I to this circular, as at the Latest Practicable Date, Ms. Fan did not have any interest in the Shares in accordance with Part XV of the SFO. Accordingly, Ms. Fan is a Controlling Shareholder of the Company. Ms. Fan, through her 10% interest in each of Ming Fai and Harvest Well, which hold 40% and 60% interest in Joywise, respectively, is a Controlling Shareholder. Ms. Fan is the mother of Mr. Wu Lei, a member of the senior management team. Save as disclosed above, Ms. Fan is not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. She is not related to Mr. Fan Xiaochong, another executive Director of the Company. Ms. Fan has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Ms. Fan’s reelection as an a non-executive Director.

Ms. Fan has entered into a service contract with the Company under which she has agreed to act as a non-executive Director for an initial term of three years commencing from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Ms. Fan or the Company. Ms. Fan will receive a salary of HK$240,000 annually plus a discretionary annual or semi-annual bonus which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

Mr. Joseph Raymond Gagnon , aged 36, is a non-executive Director appointed by the Company on June 2011. Mr. Gagnon has been an employee of Warburg Pincus Asia LLC since September 2005 and currently serves as a managing director and the co-head of its real estate investment business in North Asia. He has been a director of Vingroup Joint Stock Company, a company listed on the Ho Chi Minh Stock Exchange, since June 2013. Mr. Gagnon previously worked for GE Capital from July 2000 to August 2005, where he last served as a business development manager with GE Capital Real Estate in Tokyo. Mr. Gagnon obtained a bachelors degree of science in mathematical economics from Wake Forest University in 2000.

On 20 March 2012, Mr. Gagnon was appointed as a director of Titan Group Investment Limited (“TGIL”), a company incorporated in the British Virgin Islands. TGIL was fi nancially distressed at the time that Mr. Gagnon was appointed director. Mr. Gagnon’s role included seeking a means of reorganizing the TGIL group for the benefi t of its shareholders and creditors. On 18 June 2012, one of TGIL’s shareholders made an application to the British Virgin Islands Court for the appointment of liquidators to TGIL. On 17 July 2012, liquidators were appointed to TGIL as part of a reorganization process that Mr. Gagnon supported and assisted in implementing. On 17 September 2012, a consortium agreed to purchase substantially all of the assets of the TGIL group.

Mr. Gagnon has signed an appointment letter with the Company under which he has agreed to act as a non-executive Director for a term of three years with effect from the Listing Date under which Mr. Gagnon will not receive any director’s remuneration.

As at the Latest Practicable Date, Mr. Gagnon did not have any interest in the Shares in accordance with Part XV of the SFO.

Save as disclosed above, Mr. Gagnon has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Gagnon is not related to any other Director, senior management, Substantial Shareholders or Controlling Shareholders of the Company. Save as disclosed above, there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Mr. Gagnon’s re-election as a non -executive Director.

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Independent Non-executive Directors

Mr. Chen Jinsong (陳勁松), aged 50, is an independent non-executive Director appointed by the Company on 17 February 2014. Mr. Chen is the founder and board chairman of Shenzhen World Union Properties Consultancy Co., Ltd. (深圳世聯行地產顧問股份有限公司), a company established in 1993 and listed on Shenzhen Stock Exchange (Stock Code: 002285). Mr. Chen has more than 20 years of experience in the real estate development industry and has edited and published a number of works in relation to real estate development theory and market research. He is the adviser of administrative committee as well as a senior member of China Institute of Real Estate Appraisers and Agents (中國房地 產估價師與房地產經紀人學會理學會顧問與資深會員), a committee member of the Expert Committee of Real Estate Appraisers and Agents of the Ministry of Construction of China (建設部房地產估價與房 地產經紀專家委員會委員), the vice director-member of the City Development Professional Committee of China Real Estate Association (中國房地產業協會城市開發專業委員會副主任委員) and a member of the Committee for Statutory Plans of Shenzhen (深圳市法定圖則委員會委員). He obtained a master’s degree in engineering management in April 1988 from Tongji University (同濟大學).

Save as disclosed above, Mr. Chen has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Chen is not related to any other Director, senior management, Substantial Shareholders or Controlling Shareholders of the Company. There is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Mr. Chen’s reelection as an independent non-executive Director.

Mr. Chen has signed an appointment letter with the Company under which he has agreed to act as an independent non-executive Director for a term of three years with effect from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Mr. Chen or the Company. Mr. Chen will receive a director’s remuneration of HK$240,000, which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

As at the Latest Practicable Date, Mr. Chen did not have any interest in the Shares in accordance with Part XV of the SFO.

Mr. Gu Yunchang (顧雲昌), aged 70, was appointed as the independent non-executive Director on 17 February 2014. Mr. Gu currently serves as the executive chairman of the National Real Estate Business Alliance and the deputy director of the Housing Policy Expert Committee of the Ministry of Housing and Urban-Rural Development and had also been the secretary-general of the China Real Estate Association from 1998 to 2006 and the vice president of the China Real Estate Research Association from 2006 to 2013.

Mr. Gu formerly served at different positions in the Ministry of Construction of the PRC, including the deputy director at Policy Research Centre of Ministry of Construction from 1988 to 1998; and the Deputy Division Head and Division Head at Urban Residence Bureau of Ministry of Construction from 1982 to 1986.

Mr. Gu engaged in theory and policy research, market research and analysis concerning China real estate industry. In the 1980s, he participated in the policy research and formulation of China’s city and village residential construction techniques, carrying on a State key project “2000 China”, and won the First Class National Science Technology Advance Award in China twice. After joining the China Real Estate Association in 1998, he has been involved in promoting the development of the China real estate industry as well as undertaking the research and analysis of the national real estate market. He is also the

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PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

main organizer of the China Real Estate Market Report, an annual analysis report issued by the China Real Estate Association. Mr. Gu was an independent non-executive director of Shimao Property Holdings Limited (SEHK stock code: 813) from April 2006 to May 2011. Mr. Gu has been the independent nonexecutive director of Sino-Ocean Land Holdings Limited (SEHK stock code: 3377), E-House (China) Holdings Limited (NYSE: EJ) and CIFI Holdings (Group) Co. Ltd. (SEHK stock code: 884) since 2007, 2008 and 2012, respectively. Mr. Gu has also been the independent director of COFCO Property (Group) Co., Ltd. (SZSE stock code: 000031) and Zhejiang Yasha Decoration Co., Ltd. (SZSE stock code: 002375) since April 2012 and May 2013, respectively. Mr. Gu obtained his qualifi cation as a senior urban planner in April 1988 and qualifi cation as a researcher specializing in residence and real estate in December 1999, both of which were certifi ed by the Ministry of Construction. Mr. Gu obtained a bachelor’s degree in Urban Planning from Tongji University in July 1966.

Save as disclosed above, Mr. Gu has not held any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Gu is not related to any other Director, senior management, Substantial Shareholders or Controlling Shareholders of the Company. There is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of Shareholders in connection with Mr. Gu’s re-election as an independent non-executive Director.

Mr. Gu has signed an appointment letter with the Company under which he has agreed to act as an independent non-executive Director for a term of three years with effect from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Mr. Gu or the Company. Mr. Gu will receive a director’s remuneration of HK$240,000, which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

As at the Latest Practicable Date, Mr. Gu did not have any interest in the Shares in accordance with Part XV of the SFO.

Mr. Ng Fook Ai, Victor (黃博愛), aged 66, is an independent non-executive Director appointed by the Company on 17 February 2014. Mr. Ng is the chairman of 1 Rockstead GIP Fund Limited and the founder and executive chairman of New Climate Assets Pte. Ltd, an investment company headquartered in Asia focused on investments in Greater China. He managed a number of China focused funds, including China Growth Opportunities Limited, a £50 million UK-listed fund that focuses on private equity investments in China. Mr. Ng has been a director and the chairman of audit committee of Asia Power Corporation Limited, a company listed on the main board of the Singapore Stock Exchange, the chairman and a member of audit committee of Devotion Energy Group Limited, a company listed on the main board of the Singapore Stock Exchange, and My E.G. Services Bhd, a company listed on the main board of Bursa Malaysia, since 1999, 2004 and 2008, respectively. Mr. Ng obtained a bachelor’s degree in economics and a master’s degree in economics from the University of London in 1976 and 1978, respectively.

Save as disclosed above, Mr. Ng has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Ng is not related to any other Director, senior management, Substantial Shareholders or Controlling Shareholders of the Company. There is no other information which is required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with Mr. Ng’s reelection as an independent non-executive Director.

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ng has signed an appointment letter with the Company under which he has agreed to act as an independent non-executive Director for a term of three years with effect from the Listing Date, which may be terminated by not less than three months’ notice in writing served by either Mr. Ng or the Company. Mr. Ng will receive a director’s remuneration of HK$240,000, which was determined by the Remuneration Committee with reference to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group.

As at the Latest Practicable Date, Mr. Ng did not have any interest in the Shares in accordance with Part XV of the SFO.

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NOTICE OF THE ANNUAL GENERAL MEETING

Sunshine 100 China Holdings Ltd �� 100 ��������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02608)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Sunshine 100 China Holdings Ltd (the “Company”) will be held at 10:00 a.m. at 5th Floor, Island Shangri-la Hong Kong, Pacifi c Place, Supreme Court Road, Central, Hong Kong at Taishan Room on Wednesday, 18 June 2014 to consider and, if thought fi t, transact the following business:

ORDINARY BUSINESS

1. To receive and consider the consolidated audited fi nancial statements of the Company and its subsidiaries and the reports of the directors of the Company and the Company’s independent auditors for the year ended 31 December 2013;

2. To re-elect Mr. Yi Xiaodi as an executive director of the Company;

3. To re-elect Mr. Fan Xiaochong as an executive director of the Company;

4. To re-elect Ms. Fan Xiaohua as a non-executive director of the Company;

5. To re-elect Mr. Joseph Raymond Gagnon as a non-executive director of the Company;

6. To re-elect Mr. Chen Jinsong as an independent non-executive director of the Company;

7. To re-elect Mr. Gu Yunchang as an independent non-executive director of the Company;

8. To re-elect Mr. Ng Fook Ai, Victor as an independent non-executive director of the Company;

9. To authorise the board of directors of the Company (the “Board”) to fi x the remuneration of the directors;

10. To re-appoint KPMG as the Company’s auditors and to authorise the Board to fi x their remuneration;

and, as additional ordinary business, to consider and, if thought fi t, pass the following resolutions as ordinary resolutions (with or without modifi cation);

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NOTICE OF THE ANNUAL GENERAL MEETING

11. “ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), the exercise by the directors of the Company during the Relevant Period (as defi ned in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a “Share”) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of the aforesaid powers after the expiry of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (defi ned below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal value of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fi xed by the directors of the Company to holders of Shares on the Company’s register of members on a fi xed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

12. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defi ned in paragraph (c) below) of all powers of the Company to repurchase (or agree to repurchase) shares (each, a “Share”) of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 11 and 12 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 11 above be and it is hereby extended by the addition to the aggregate nominal value of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 12 above.”

For and on behalf of the Board of Sunshine 100 China Holdings Ltd Yi Xiaodi Chairman and Executive Director

Beijing, the PRC, 30 April 2014

Registered offi ce: The Registered Offi ce of Intertrust Trustees II (Cayman) Limited Clifton House, P.O. Box 1350 75 Fort Street George Town, Grand Cayman KY1-1108 Cayman Islands

Head offi ce Tower D, Floor 12 No. 2 Guang Hua Street Beijing 100026 China Principal place of business in Hong Kong 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

• 1 A member entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint one or more than one person as his proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

• 2 To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy of such power or authority must be deposited at the offi ces of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the above meeting or any adjourned meeting.

• 3 The register of members of the Company will be closed from Monday, 16 June 2014 to Wednesday, 18 June 2014, both dates inclusive, during which no transfer of shares will be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfers of Shares, accompanied by the relevant share certifi cates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 13 June 2014.

• 4 In relation to proposed resolution numbered 11 above, approval is being sought from the shareholders for the grant to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The directors have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

• 5 In relation to proposed resolution numbered 12 above, the directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefi t of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I to this circular of which this notice of the Annual General Meeting forms part.

• 6 In respect of ordinary resolutions numbered 2 to 8 above. Mr. Yi Xiaodi, Mr. Fan Xiaochong, Ms. Fan Xiaohua, Mr. Joseph Raymond Gagnon, Mr. Chen Jinsong, Mr. Gu Yunchang and Mr. Ng Fook Ai, Victor shall retire, and being eligible, will offer themselves for re-election at the Annual General Meeting. Details of the above directors are set out in Appendix II to this circular, of which this notice of the Annual General Meeting forms part.

• 7 Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 8 In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto to if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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