Texhong International Group Limited — Proxy Solicitation & Information Statement 2019

Sep 17, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability) (Stock Code: 1199)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of COSCO SHIPPING Ports Limited (the “ Company ”) will be held at 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Tuesday, 8 October 2019 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without modifications the following as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(1) “ THAT :

• (a) the entering into of an agreement (the “ Consortium Agreement ”) by Shanghai China Shipping Terminal Development Co., Ltd.* 上海中海碼頭發展有限公司 (a wholly-owned subsidiary of the Company, “ Shanghai Terminal ”) with, among others, COSCO SHIPPING (Tianjin) Company Limited* 中遠海運 ( 天津 ) 有限公司 in relation to, amongst other matters, the proposed acquisition by Shanghai Terminal of not more than 1,379,973,946 shares in CCCC Dredging (Group) Co., Ltd.* 中交疏浚 ( 集團 ) 股份有限公司 (“ CCCC Dredging ”) at a consideration not exceeding RMB2.47 per share (the “ ST Acquisition ”) as described in the circular of the Company dated 18 September 2019 (a copy of the circular has been produced to the meeting marked “A” and initialled by the chairman of the meeting for identification purpose) and the transactions thereunder (including but not limited to the ST Acquisition) be and are hereby approved and confirmed; and

• (b) the director(s) of the Company be and are hereby authorised for and on behalf of the Company, amongst other matters, to sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and to do all such things as they may in their absolute discretion consider necessary, expedient or desirable to implement and/or to give effect to or otherwise in connection with the Consortium Agreement and to be in the interests of the Company.”

(2) “ THAT :

Mr. ZHANG Dayu ( 張達宇 ) be re-elected as a director of the Company.”

* For identification purpose only.

By Order of the Board COSCO SHIPPING Ports Limited HUNG Man, Michelle General Counsel & Company Secretary

Hong Kong, 18 September 2019

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Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 49th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

Notes:

1. Shareholders of the Company who are entitled to vote at the meeting are those whose names appear as shareholders on the register of members of the Company as at the close of business on Friday, 4 October 2019. In order to be entitled to vote at the meeting, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Company’s Hong Kong share registrar and transfer office, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Friday, 4 October 2019.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more (if the relevant member holds more than one share) proxies to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

3. To be valid, the form of proxy together with power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong share registrar and transfer office, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjourned meeting thereof if the shareholder of the Company so wish, and in such event, the form of proxy will be deemed to be revoked.

5. Where there are joint holders of any shares in the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders be present at the 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 and, 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.

6. For the purposes of this notice, any English name with an asterisk (*) is an unofficial English transliteration or translation and is for identification purposes only.

As at the date of this notice, the board of directors of the Company comprises Mr. FENG Boming[1 ] (Chairman), Mr. ZHANG Dayu[1] (Managing Director), Mr. DENG Huangjun[1] , Mr. ZHANG Wei[2] , Mr. CHEN Dong[2] , Mr. WANG Haimin[2] , Dr. WONG Tin Yau, Kelvin[1] , Dr. FAN HSU Lai Tai, Rita[3] , Mr. Adrian David LI Man Kiu[3] , Mr. FAN Ergang[3] , Mr. LAM Yiu Kin[3] and Prof. CHAN Ka Lok[3] .

• 1 Executive Director

• 2 Non-executive Director

• 3 Independent Non-executive Director

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