Tingyi (Cayman Islands) Holding Corp. — Proxy Solicitation & Information Statement 2012

Jun 1, 2012

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, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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Johnson Electric Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 179)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Johnson Electric Holdings Limited to be held at The Garden Rooms, 2/F The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on 11th July 2012 at 12:00 noon is set out on pages 15 to 18 of this circular. Whether or not you are able to attend the meeting, please complete and return the form of proxy in accordance with the instructions printed thereon to the Hong Kong Head Office of the Company at 12 Science Park East Avenue, 6/F, Hong Kong Science Park, Shatin, New Territories, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof in person should they so wish.

4th June 2012

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX I – DETAILS OF DIRECTORS OFFERING
THEMSELVES FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
APPENDIX II – EXPLANATORY STATEMENT ON
REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

1

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be
	held at The Garden Rooms, 2/F The Royal Garden,
	69 Mody Road, Tsimshatsui East, Kowloon, Hong
	Kong on 11th July 2012 at 12:00 noon, notice of which
	is set out on pages 15 to 18 of this circular, or any
	adjournment thereof
“Associates”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of directors of the Company or a duly
	authorised committee thereof
“Bye-laws”	the bye-laws of the Company
“Company”	Johnson Electric Holdings Limited, an exempted
	company incorporated in Bermuda with limited
	liability, the shares of which are listed on the Main
	Board of the Stock Exchange
“Connected Persons”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Issue Mandate”	the proposed ordinary resolution as referred to in
	resolution no.6 of the Notice of AGM
“Latest Practicable Date”	25th May 2012, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Notice of AGM”	the notice of the AGM set out on pages 15 to 18 of this
	circular
“Repurchase Mandate”	the proposed ordinary resolution as referred to in
	resolution no. 7 of the Notice of AGM

2

“Repurchase Proposal”

the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares, during the period as set out in the Repurchase Mandate of up to a maximum of 10% of the issued share capital of the Company at the date of the Repurchase Mandate

“Repurchase Rules”

the relevant rules set out in the Listing Rules to regulate repurchase by companies, with a primary listing on the Stock Exchange, of their own securities on the Stock Exchange

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” registered holder(s) of the Share(s) in issue

“Share(s)”

fully paid ordinary share(s) with a nominal value of HK$0.0125 each of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• “HK$”

Hong Kong Code on Takeovers and Mergers, as amended from time to time Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

3

LETTER FROM THE BOARD

Johnson Electric Holdings Limited

(Incorporated in Bermuda with limited liability)

Board of Directors

Executive Directors

Patrick Shui-Chung Wang JP Chairman and Chief Executive

Winnie Wing-Yee Wang Vice-Chairman

Austin Jesse Wang

Non-Executive Directors

Hong Kong Head Office

12 Science Park East Avenue, 6/F Hong Kong Science Park Shatin, New Territories Hong Kong

Registered Office

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Yik-Chun Koo Wang Honorary Chairman

Peter Kin-Chung Wang

Peter Stuart Allenby Edwards*

Patrick Blackwell Paul*

Michael John Enright*

Joseph Chi-Kwong Yam GBM, GBS, CBE, JP *

• Independent Non-Executive Director

4

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to give you notice of the AGM and provide you with information on matters to be dealt with at the AGM: (i) re-election of Directors; (ii) grant of general mandate to issue Shares; and (iii) grant of general mandate to repurchase Shares.

RE-ELECTION OF DIRECTORS

At the AGM, Mr. Austin Jesse Wang, Mr. Peter Stuart Allenby Edwards, Mr. Patrick Blackwell Paul and Prof. Michael John Enright will retire as Directors by rotation and all being eligible, offer themselves for re-election in accordance with Bye-law 109(A) of the Company’s Bye-laws.

The Nomination And Corporate Governance Committee is responsible, inter alia, for assessing the independence of the independent non-executive directors. All the independent non-executive directors have confirmed their independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Having considered the requirements and obligations of the independent non-executive directors, including the independence criteria to be taken into account in assessing their independence under Rule 3.13 of the Listing Rules, the Committee believes that all independent non-executive directors, including Mr. Peter Stuart Allenby Edwards, Mr. Patrick Blackwell Paul and Prof. Michael John Enright, continue to be independent. In addition, the Board believes that each of the independent non-executive directors, including Mr. Peter Stuart Allenby Edwards, Mr. Patrick Blackwell Paul and Prof. Michael John Enright, is a person of integrity and independent in character and judgment. They are independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of their independent judgment. Consequently, the Board recommends the re-election of each of Mr. Peter Stuart Allenby Edwards, Mr. Patrick Blackwell Paul and Prof. Michael John Enright as an independent nonexecutive director at the AGM. Mr. Peter Stuart Allenby Edwards, Mr. Patrick Blackwell Paul and Prof. Michael John Enright each abstained from voting on the respective propositions of their recommendations for re-election by Shareholders.

Particulars of the above mentioned Directors offering themselves for re-election at the AGM are set out in Appendix I to this circular.

5

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

On 20th July 2011, a general and unconditional mandate was given to the Directors to issue, allot and dispose of additional shares of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as of the date of passing the relevant resolution. Such general mandate will cease to be effective at the conclusion of the AGM. The Directors believe that the renewal of the general mandate is in the interest of the Company and Shareholders and accordingly, the Issue Mandate will be sought from Shareholders at the AGM to authorise the Directors to issue, allot and dispose of additional shares of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as of the date of the passing of the relevant resolution. Based on the 3,612,940,920 Shares in issue at the Latest Practicable Date (and assuming that there is no change in respect of the issued share capital of the Company after the Latest Practicable Date and up to the passing of the relevant resolution), the Company will therefore be allowed under the Issue Mandate to issue a maximum of 722,588,184 Shares.

On 20th July 2011, a general and unconditional mandate was also given to the Directors to exercise the powers of the Company to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as of the date of passing the relevant resolution. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval of an ordinary resolution to be proposed at the AGM granting the Repurchase Mandate to the Directors. Based on the 3,612,940,920 Shares in issue at the Latest Practicable Date (and assuming that there is no change in respect of the issued share capital of the Company after the Latest Practicable Date and up to the passing of the relevant resolution), the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 361,294,092 Shares. In accordance with the Repurchase Rules, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own Shares. This explanatory statement is set out in Appendix II to this circular.

Conditional upon the passing of the Resolutions 6 and 7, an ordinary resolution to authorise the Directors to exercise the powers to issue, allot and dispose of additional shares of the Company under the Issue Mandate in respect of the aggregate nominal amount of the share capital in the Company repurchased by the Company will also be proposed for approval by Shareholders at the AGM.

NOTICE OF ANNUAL GENERAL MEETING

The Notice of AGM, which contains resolutions in respect of the re-election of Directors, Issue Mandate and Repurchase Mandate is set out on pages 15 to 18 of this circular.

There is enclosed a form of proxy for use at the AGM. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Hong Kong Head Office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM. The completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

6

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman will therefore demand a poll for every resolution put to the vote of the AGM. Pursuant to Bye-law 78 of the Bye-laws, a poll may be demanded by:

• (i) the Chairman of the meeting; or

• (ii) at least three members present in person or by duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) any member or members present in person or by duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) a member or members present in person or by duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

The results of the poll will be published on the websites of the Company and HKExnews by the Company following the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors believe that the resolutions set out in the Notice of AGM are in the best interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

On behalf of the Board

Patrick Shui-Chung Wang JP Chairman and Chief Executive

Hong Kong, 4th June 2012

7

APPENDIX I DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the AGM:

Austin Jesse Wang

Executive Director

Austin Jesse Wang, age 31, graduated from Massachusetts Institute of Technology with M.Eng and B.S. degrees in Computer Science and Electrical Engineering. He joined the Johnson Electric Group in 2006 and became a director in 2009. He is the General Manager of Saia-Burgess Controls Greater China and prior to that was Senior Manager Operations of Saia-Burgess China Industry Products Group and Technical Product Manager of Saia-Burgess Controls AG. Mr. Wang is a committee member of Shenzhen Committee of The Chinese People’s Political Consultative Conference. He has previously worked as a consulting engineer in the computing industry. He has not held any directorship in other public companies during the last three years.

Mr. Wang has not entered into any service contract with the Company, but he is subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Bye-laws. His director’s emolument is determined by the Remuneration Committee with reference to his experience, as well as remuneration benchmarks in the industry and the prevailing market trends. The director’s emolument received by Mr. Wang for the year ended 31st March 2012 is set out in note 28.2 to the accounts of the Company’s Annual Report 2012.

Mr. Wang is a grandson of Ms. Yik-Chun Koo Wang, the Honorary Chairman; a son of Dr. Patrick Shui-Chung Wang, Chairman and Chief Executive; and a nephew of Ms. Winnie Wing-Yee Wang, Vice-Chairman and Mr. Peter Kin-Chung Wang, Non-Executive Director. He does not have any interest in the Shares of the Company which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

8

Peter Stuart Allenby Edwards

Independent Non-Executive Director Chairman of Nomination And Corporate Governance Committee

Peter Stuart Allenby Edwards, age 64, has been an Independent Non-Executive Director of the Company since 1995. He is a solicitor and was Senior Partner of Johnson, Stokes & Master until he retired on 30th September 1996. Mr. Edwards was Chairman of the Hong Kong Branch of the International Fiscal Association, Chairman of the Revenue Law Committee of the Hong Kong Law Society and a member of the Joint Liaison Committee on Taxation which advises the Government of the Hong Kong Special Administrative Region. He is also a member of the International Academy of Estate and Trust Law, an honorary lecturer in law at the University of Hong Kong and a director of a number of investment and holding companies. He is a director of Martin Currie Pacific Trust plc. He has not held any directorship in other public companies during the last three years.

Mr. Edwards has not entered into any service contract with the Company. He was appointed for a term of two years subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Bye-laws. His director’s emolument is determined by the Remuneration Committee with reference to remuneration benchmarks in the industry and the prevailing market trends. The director’s emolument received by Mr. Edwards for the year ended 31st March 2012 is set out in note 28.2 to the accounts of the Company’s Annual Report 2012.

Mr. Edwards is not connected with any other director, the senior management or any substantial or controlling shareholder of the Company. As of the Latest Practicable Date, a trust of which Mr. Edwards is one of the beneficiaries holds 125,500 Shares of the Company. Save as disclosed above, he does not have other interest in the Shares of the Company which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

Patrick Blackwell Paul

Independent Non-Executive Director Chairman of Audit Committee and Member of Nomination And Corporate Governance Committee

Patrick Blackwell Paul, age 64, has been an Independent Non-Executive Director of the Company since 2002. He had been Chairman and Senior Partner of PricewaterhouseCoopers in Hong Kong from 1994 to 2001. He is an independent non-executive director of The Hongkong and Shanghai Hotels, Ltd. and Pacific Basin Shipping Limited. His civic commitments include chairing the Supervisory Board of the British Chamber of Commerce in Hong Kong. Save as disclosed above, he has not held any directorship in other public companies during the last three years.

Mr. Paul has not entered into any service contract with the Company. He was appointed for a term of two years subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Bye-laws. His director’s emolument is determined by the Remuneration Committee with reference to remuneration benchmarks in the industry and the prevailing market trends. The director’s emolument received by Mr. Paul for the year ended 31st March 2012 is set out in note 28.2 to the accounts of the Company’s Annual Report 2012.

9

Mr. Paul is not connected with any other director, the senior management or any substantial or controlling shareholder of the Company. As of the Latest Practicable Date, Mr. Paul holds 95,500 Shares of the Company. Save as disclosed above, he does not have other interest in the Shares of the Company which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

Michael John Enright Independent Non-Executive Director Chairman of Remuneration Committee and Member of Audit Committee

Michael John Enright, age 53, has been an Independent Non-Executive Director of the Company since 2004. He obtained his A.B. (in Chemistry), MBA, and Ph.D. (in Business Economics) degrees all from Harvard University. He was formerly a professor at the Harvard Business School. Prof. Enright is currently a professor at the University of Hong Kong School of Business and a director in Enright, Scott & Associates, a Hong Kong-based consulting firm. He was a non-executive director of Shui On Construction and Materials Limited until he retired on 28th May 2010. Save as disclosed above, he has not held any directorship in other public companies during the last three years.

Prof. Enright has not entered into any service contract with the Company. He was appointed for a term of two years subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Bye-laws. His director’s emolument is determined by the Remuneration Committee with reference to remuneration benchmarks in the industry and the prevailing market trends. The director’s emolument received by Prof. Enright for the year ended 31st March 2012 is set out in note 28.2 to the accounts of the Company’s Annual Report 2012.

Prof. Enright is not connected with any other director, the senior management or any substantial or controlling shareholder of the Company. As of the Latest Practicable Date, Prof. Enright holds 25,500 Shares of the Company. Saved as disclosed above, he does not have other interest in the Shares of the Company which is required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

10

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX II

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate to be granted to the Directors of the Company.

SHARE CAPITAL

As of the Latest Practicable Date, the issued share capital of the Company comprised 3,612,940,920 Shares. Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased prior to the date of the AGM, would accordingly result in up to 361,294,092 Shares, representing 10% of the Shares in issue, being repurchased by the Company during the course of the period ending on the earliest of the date of the annual general meeting in 2013, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied.

REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share of the Company and will only be made when the Directors believe that such a purchase will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares and Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant Shares, or from the profits that would otherwise be available for distribution by way of dividend, or from the proceeds of a new issue of shares made for the purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the Company’s share premium account or contributed surplus account.

11

If, which is not presently contemplated, the Company was to repurchase its Shares up to the permitted maximum of 10% of its existing issued share capital as of the Latest Practicable Date immediately upon the general mandate being approved by Shareholders, it is likely that there would be a material adverse impact on the working capital position or gearing position of the Group in comparison to the position shown, as of 31st March 2012, in the Group’s audited consolidated accounts. However, the Directors do not propose to use their authority to make any repurchases which would have a material adverse impact on the working capital or gearing position of the Group given the financial position of the Group at the time of the relevant repurchases, unless the Directors determine that such repurchases were, taking account of all relevant factors, in the best interests of the Company and its Shareholders.

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date are as follows:

	Highest	Lowest		Highest	Lowest
	HK$	HK$		HK$	HK$
May 2011	5.08	4.50	December 2011	4.44	4.10
June 2011	5.33	4.83	January 2012	4.80	4.29
July 2011	5.33	4.31	February 2012	4.92	4.45
August 2011	4.66	3.55	March 2012	4.87	4.55
September 2011	4.41	3.86	April 2012	4.88	4.64
October 2011	4.67	3.66	May 2012 (up to the	5.18	4.51
			Latest Practicable Date)
November 2011	4.60	4.01

12

DISCLOSURE OF INTERESTS

None of the Directors, or to the best of their knowledge, having made all reasonable enquiries, their Associates, have any present intention if the Repurchase Mandate is approved and exercised to sell any Shares to the Company or its subsidiaries.

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 Listing Rules and the applicable laws of Bermuda.

As of the Latest Practicable Date, the trustees of various trusts associated with the Wang family hold directly or indirectly 60.94% of the issued share capital of the Company. As of that date, 39.06% of the issued share capital of the Company was in the hands of the public.

If, which is not presently contemplated, the Company was to repurchase Shares up to the permitted maximum of 10% of its existing issued share capital as of the Latest Practicable Date from the public shareholding, the percentage shareholding of the various Wang family trusts would increase to 67.71%. To the best knowledge of the Directors, these situations would not give rise to any consequences under the Takeovers Code and at least 25% of the issued share capital of the Company would still remain in the public hands.

No other Connected Persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, if the Repurchase Mandate is approved and exercised.

13

SHARE PURCHASE MADE BY THE COMPANY

The Company has repurchased a total of 5,653,500 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date and the cancellation of the entire 5,653,500 Shares was completed on 16th March 2012. Details of repurchases are disclosed as follows: –

		Highest	Lowest
	Number of Shares	price paid	price paid
Date of Repurchase	repurchased	HK$	HK$
5th December 2011	742,500	4.25	4.16
6th December 2011	962,500	4.15	4.12
9th December 2011	100,000	4.28	4.28
12th December 2011	100,000	4.30	4.30
13th December 2011	200,000	4.30	4.29
14th December 2011	525,000	4.30	4.27
15th December 2011	477,500	4.29	4.25
16th December 2011	367,500	4.30	4.27
19th December 2011	568,000	4.22	4.17
20th December 2011	263,000	4.26	4.24
21st December 2011	339,500	4.30	4.28
23rd December 2011	200,000	4.28	4.26
28th December 2011	100,000	4.27	4.26
29th December 2011	234,500	4.27	4.23
30th December 2011	373,500	4.30	4.25
3rd January 2012	100,000	4.30	4.30
TOTAL	5,653,500

Save as disclosed above, the Company has not purchased any other Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date except in connection with the share purchase for the Long-Term Incentive Share Scheme for eligible employees and directors.

14

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Johnson Electric Holdings Limited (the “Company”) will be held at The Garden Rooms, 2/F The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 11th July 2012 at 12:00 noon for the following purposes:

1. To receive and adopt the Audited Consolidated Accounts and the Reports of the Directors and of the Auditor for the year ended 31st March 2012;

2. To declare a final dividend in respect of the year ended 31st March 2012;

3. To re-elect the following Directors:

4. (a) Mr. Austin Jesse Wang as an executive director;

5. (b) Mr. Peter Stuart Allenby Edwards as an independent non-executive director;

6. (c) Mr. Patrick Blackwell Paul as an independent non-executive director; and

7. (d) Prof. Michael John Enright as an independent non-executive director;

8. To confirm the fees of Directors;

9. To re-appoint the Auditor and to authorise the Directors to fix its remuneration;

10. As special business, to consider and, if thought fit, pass the following as an Ordinary Resolution:

“ THAT :

• (a) subject to paragraph (c), the exercise by the Directors of the Company during the relevant period of all the powers of the Company to issue, allot and dispose of additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorize the Directors of the Company during the relevant period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the relevant period;

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

• (i) a Rights Issue; or

15

• (ii) the exercise of options granted under the Company’s Share Option Scheme,

shall not exceed the aggregate of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution and the said approval shall be limited accordingly; 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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; and

• (iii) the revocation or variation of this Resolution by an ordinary resolution of the Shareholders of the Company in a general meeting; and

“Rights Issue” means an offer of shares or other securities to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”;

1. As special business, to consider and, if thought fit, pass the following as an Ordinary Resolution:

“ THAT :

• (a) the exercise by the Directors during the relevant period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases by the Company pursuant to the approval in paragraph (a) during the relevant period, shall be no more than 10% of the aggregate nominal amount of the existing issued share capital of the Company at the date of the passing of this Resolution, and the authority pursuant to paragraph (a) shall be limited accordingly;

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• (c) 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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; and

  • (iii) the revocation or variation of this Resolution by an ordinary resolution of the Shareholders of the Company in a general meeting.”; and

• As special business, to consider and, if thought fit, pass the following as an Ordinary Resolution:

• “ THAT conditional upon the passing of Ordinary Resolutions numbered 6 and 7 as set out in the notice convening this meeting, the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate shall be added by an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted by the resolution set out as Resolution No. 7 in the notice convening this meeting, provided that such additional amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as of the date of the passing of this Resolution.”.

By Order of the Board

Susan Chee-Lan Yip

Company Secretary

Hong Kong, 4th June 2012

Notes:

1. A Shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not also be a Shareholder of the Company. A form of proxy is enclosed. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person.

2. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Hong Kong Head Office of the Company at 12 Science Park East Avenue, 6/F, Hong Kong Science Park, Shatin, New Territories, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting.

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1. The Register of Shareholders of the Company will be closed from Monday, 9th July 2012 to Wednesday, 11th July 2012, both dates inclusive, during which no transfer of shares will be registered.

In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (not the Registrar in Bermuda) for registration, not later than 4:30 p.m. on Friday, 6th July 2012.

1. The Register of Shareholders of the Company will be closed from Tuesday, 17th July 2012 to Thursday, 19th July 2012, both dates inclusive, during which no transfer of shares will be registered.

In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (not the Registrar in Bermuda) for registration, not later than 4:30 p.m. on Monday, 16th July 2012.

1. As of the date of this circular, the Board of Directors of the Company consists of:

Executive Directors

Patrick Shui-Chung Wang (Chairman and Chief Executive) Winnie Wing-Yee Wang (Vice-Chairman) Austin Jesse Wang

Non-Executive Directors

Yik-Chun Koo Wang (Honorary Chairman) Peter Kin-Chung Wang Peter Stuart Allenby Edwards Patrick Blackwell Paul Michael John Enright Joseph Chi-Kwong Yam

• Independent Non-Executive Director

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