Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2016

Oct 27, 2016

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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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CNC HOLDINGS LIMITED 中國新華電視控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of CNC Holdings Limited (the “ Company ”) will be held at 2708-2710, 27/F., Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Monday, 14 November 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

Words and expressions that are not expressly defined in this notice shall bear the same meaning as those defined in the circular dated 28 October 2016 published by the Company (the “ Circular ”).

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

“ THAT :

• (a) the Agreement (a copy of which has been produced to the meeting and marked “A” and initialed by the Chairman of this meeting for the purpose of identification) entered into between the Purchaser and the Vendors in relation to the Acquisition, and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;

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• (b) subject to the passing of ordinary resolution in paragraph (a) above, the grant of the Specific Mandate to the Directors to exercise the powers of the Company to allot and issue the Consideration Shares to the Vendors pursuant to the Agreement be and is hereby approved;

• (c) subject to the passing of ordinary resolution in paragraph (a) above, the appointment of Mr. Li as an executive Director upon Completion be and is hereby approved; and

• (d) subject to the passing of ordinary resolution in paragraphs (a), (b) and (c) above, that any director of the Company be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement or any transactions contemplated under the Agreement including but without limitation, the issue of the Consideration Shares and the appointment of Mr. Li as an executive Director.”

Yours faithfully, For and on behalf of the Board of CNC Holdings Limited Li Yuet Tai

Company Secretary

Hong Kong 28 October 2016

Registered office:

Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Suites 2708-10, 27/F. Dah Sing Financial Centre 108 Gloucester Road, Wanchai Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him/her. Any member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent him/her.

2. To be valid, the form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority or other authority, must be deposited at the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time of the meeting or any adjournment thereof should he so wish.

3. Pursuant to the GEM Listing Rules, all resolutions at a general meeting must be taken by poll and the results of the poll will be published on the website of the Stock Exchange.

4. A form of proxy for use in connection with the extraordinary general meeting is enclosed and such form is also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

5. The meeting will be conducted in Chinese and no translation will be provided.

6. The register of members of the Company will be closed from Wednesday, 9 November 2016 to Monday, 14 November 2016 (both days inclusive), during which no transfer of shares will be registered. In order to qualify for the attendance of the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 8 November 2016.

As at the date of this notice, the Directors are Mr. Zhang Hao[1] (Chairman), Mr. Zou Chen Dong[1] (Vice Chairman and Chief Executive Officer), Mr. Kan Kwok Cheung[1] , Mr. Chia Kar Hin, Eric John[1] , Dr. Li Yong Sheng[2] , The Hon. Ip Kwok Him, GBS, JP[3] , Mr. Wan Chi Keung, Aaron, BBS, JP[3] , Mr. Jin Hai Tao[3] and Mr. Wong Chung Yip, Kenneth[3] .

• 1 Executive Director

• 2 Non-executive Director

• 3

• Independent non-executive Director

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the day of its posting and the Company’s website at http://www.cnctv.hk.

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