Unitas Holdings Limited — Proxy Solicitation & Information Statement 2012

Jun 27, 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, a bank manager, solicitor, professional accountant or other professional adviser.

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

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

This circular, for which the directors of Chanceton Financial Group Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Chanceton Financial Group Limited. The directors of Chanceton Financial Group Limited, having made all reasonable enquiries, confirm 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.

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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED CHANGE OF AUDITORS AND PROPOSED RE-ELECTION OF THE DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Chanceton Financial Group Limited to be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong on Tuesday, 31 July 2012 at 2:00 p.m. is set out on pages 23 to 27 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (www.hkgem.com) and the Company (www.chanceton.com).

Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of publication.

28 June 2012

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

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

– ii –

DEFINITIONS

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

“AGM” an annual general meeting of the Company to be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong on Tuesday, 31 July 2012 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 23 to 27 of this circular, or any adjournment thereof; “Board” the board of Directors; “Buyback Mandate” as defined in paragraph 2(a) of the Letter from the Board; “Company” Chanceton Financial Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM; “Articles of Association” the articles of association of the Company; “Director(s)” the director(s) of the Company; “GEM” the Growth Enterprise Market of the Stock Exchange; “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM; “Group” the Company and its subsidiaries from time to time; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Issuance Mandate” as defined in paragraph 2(b) of the Letter from the Board; “Latest Practicable Date” 26 June 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular; “Licensed Representative(s)” An individual who is granted a licence under the SFO to carry out one or more regulated activities for licensed corporation to which he/she is accredited;

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DEFINITIONS

“PRC”	The People’s Republic of China;
“Responsible Officer(s)”	a Licensed Representative who is also approved as a responsible
	officer under the SFO to supervise one or more regulated activities
	of the licensed corporation to which he/she is accredited;
“SFC”	the Securities and Futures Commission of Hong Kong;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong;
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
	or if there has been a subsequent subdivision, consolidation,
	reclassification or reconstruction of the share capital of the Company,
	share(s) forming part of the ordinary equity share capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Repurchases issued
	by the Securities and Futures Commission in Hong Kong; and
“%”	per cent.

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LETTER FROM THE BOARD

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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

Executive Directors: Mr. Wong Kam Wah Dr. Cheung Victor Chor Keung Mr. Leung Man Kit Mr. Lau Ling Tak

Non-executive Director

Registered Office: Coden Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Ms. Man Wing Yee Ginny

Independent Non-executive Directors: Mr. Chiu Chi Kong Mr. William Robert Majcher Mr. Yau Yan Ming Raymond

Principal Place of Business in Hong Kong: Unit A, 23/F, CMA Building 64 – 66 Connaught Road Central Hong Kong

28 June 2012

To the Shareholders

Dear Sir or Madam

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED CHANGE OF AUDITORS AND PROPOSED RE-ELECTION OF THE DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

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

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the AGM, ordinary resolutions will be proposed to approve the granting of new general mandates to the Directors:

• (a) to repurchase Shares on GEM or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of an aggregate nominal amount not exceeding 10% of the total nominal amount of the Company’s issued share capital as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$500,000.00 (equivalent to 50,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the “ Buyback Mandate ”);

• (b) to allot, issue or deal with new Shares of an aggregate nominal amount not exceeding 20% of the total nominal amount of the Company’s issued share capital as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$ 1,000,000.00 (equivalent to 100,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the “ Issuance Mandate ”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the ordinary resolutions contained in items 12 and 13 of the notice of the AGM as set out on pages 23 to 27 of this circular. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

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

3. PROPOSED CHANGE OF AUDITORS

Reference is made to the announcement of the Company dated 25 June 2012 in relation to the proposed change of auditors.

HLB Hodgson Impey Cheng, the Company’s auditors for the financial year ended 31 March 2012, will retire as auditors of the Company with effect from the conclusion of the AGM.

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LETTER FROM THE BOARD

In March 2012, the practice of HLB Hodgson Impey Cheng was reorganised as HLB Hodgson Impey Cheng Limited. The Board considers that it is in the interests of the Company and the Shareholders as a whole if the auditors can continue to serve the Company. Therefore, a resolution for the appointment of HLB Hodgson Impey Cheng Limited as the auditors of the Company upon the retirement of HLB Hodgson Impey Cheng will be proposed at the AGM.

HLB Hodgson Impey Cheng has confirmed that there are no matters in connection with its retirement that need to be brought to the attention of the Shareholders. The Board also confirms that there are no circumstances in respect of the proposed change of auditors that need to be brought to the attention of the Shareholders.

The appointment of HLB Hodgson Impey Cheng Limited as the new auditors of the Company until the conclusion of the next annual general meeting of the Company held after the AGM will be subject to the passing of an ordinary resolution by the Shareholders at the AGM.

4. PROPOSED RE-ELECTION OF THE DIRECTORS

Pursuant to article 83(3) of the Articles of Association, all of the Directors, namely Mr. Wong Kam Wah, Dr. Cheung Victor Chor Keung, Mr. Leung Man Kit, Mr. Lau Ling Tak, Ms. Man Wing Yee Ginny, Mr. Chiu Chi Kong, Mr. William Robert Majcher and Mr. Yau Yan Ming Raymond shall hold office until the AGM and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at the AGM. All of the Directors, being eligible, will offer themselves for re-election at the AGM.

In accordance with Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed to be new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above Directors are set out in Appendix II to this circular.

5. THE AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 23 to 27 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the aggregate nominal amount of Shares repurchased by the Company pursuant to the Buyback Mandate, the change of auditors and the re-election of the Directors.

Pursuant to the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the GEM website (www.hkgem.com) and the Company’s website (www.chanceton.com). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting/extension of the Issuance Mandate, the change of auditors and the re-election of the Directors are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the resolutions to be proposed at the AGM.

7. GENERAL INFORMATION

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

Yours faithfully, On behalf of the Board Wong Kam Wah Chairman

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

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

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

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 12 of the notice of the AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, an aggregate nominal amount of Shares not exceeding HK$500,000.00 (equivalent to 50,000,000 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the AGM.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

The Company is empowered by its memorandum and articles of association to repurchase Shares. The laws of Cayman Islands provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of the capital paid up on the relevant shares, or funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of the funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2012) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Wong Kam Wah, executive Director of the Company, held an interest in 300,000,000 issued Shares (of which 300,000,000 Shares were held through Kate Glory Limited, a company wholly owned by Mr. Wong Kam Wah), representing approximately 60.0% of the total issued share capital of the Company. On the basis that (i) the total issued share capital of the Company (being 500,000,000 Shares) remains unchanged as at the date of the AGM and (ii) the above shareholding interest of Mr. Wong Kam Wah in the Company remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the shareholding interest of Mr. Wong Kam Wah in the issued Shares would be increased to approximately 66.7% of the total issued share capital of the Company. As at the Latest Practicable Date, Ms. Man Wing Yee Ginny, a non-executive Director of the Company, held an interest in 47,510,000 issued Shares, representing approximately 9.5% of the total issued share capital of the Company. On the basis that (i) the total issued share capital of the Company (being 500,000,000 Shares) remains unchanged as at the date of the AGM and (ii) the above shareholding interest of Ms. Man Wing Yee Ginny in the Company remains unchanged immediately after the full exercise of the Buyback Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the shareholding interest of Ms. Man Wing Yee Ginny in the issued Shares would be increased to approximately 10.6% of the total issued share capital of the Company. The Directors are not aware of any consequences, which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate.

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

The GEM Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase was that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange from time to time) of the company’s issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

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

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

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

7. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately preceding the Latest Practicable Date (whether on the GEM or otherwise).

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EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

APPENDIX I

8. MARKET PRICES OF SHARES

The lowest and highest prices per Share at which the Shares have traded on the GEM during each of the following months were as follows:

Month	Lowest	Highest
	HK$	HK$
2011
October	0.30	0.40
November	0.30	0.41
December	0.32	0.39
2012
January	0.36	0.41
February	0.405	1.07
March	0.89	2.10
April	1.50	1.70
May	1.60	2.31
June (Up to the Latest Practicable Date)	1.95	2.15

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

APPENDIX II

Pursuant to the GEM Listing Rules, the details of the Directors, who will offer themselves for reelection at the AGM according to the Articles of Association, are provided below:

(1) MR. WONG KAM WAH

Position & experience

Mr. Wong Kam Wah (“Mr. Wong”), aged 38, is the founder, an executive Director, the chief executive officer , chairman and the compliance officer of the Company. Mr. Wong was appointed as an executive Director on 20 April 2011 and the chief executive officer, chairman and compliance officer of the Group on 21 September 2011. Mr. Wong is responsible for formulating corporate strategy, planning, business development as well as overseeing the operations of the Group’s business and handling the Group’s compliance matters. Mr. Wong has become a Licensed Representative of Type 6 (advising on corporate finance) regulated activity since 6 May 2003 and a Responsible Officer licensed by the SFC since 21 December 2006. He has been a member of the American Institute of Certified Public Accountants since August 1998 and obtained a Bachelor of Commerce degree from the University of Toronto in June, 1997 and a Bachelor of Laws (external degree) from the University of London in August, 2001. Mr. Wong has extensive experience in the financial services industry and has entered the financial market since 1999. Specialised in the corporate finance advisory services, he has handled a number of corporate finance transactions such as initial public offering, merger and acquisitions, capital raising activities, corporate restructuring and corporate transactions. He has advised a number of listed companies in relation to transactions on disclosures, deal structuring and due diligence during his previous employment at Baron Capital Limited from January 2003 to March 2006, South China Capital Limited from April 2006 to April 2007 and KGI Capital Asia Limited from April 2007 to May 2008 and current employment in Chanceton Capital. Save as aforementioned, Mr. Wong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Wong has entered into a service contract with the Company on 21 September 2011 for a specific term of three years but subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Mr. Wong is deemed to be interested in 300,000,000 Shares registered in the name of Kate Glory Limited, a controlling shareholder of the Company in which its entire issued capital is owned as to 100% by Mr. Wong. Save as disclosed above, as at the Latest Practicable Date, Mr. Wong has no other interest (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company and/or its associated corporations.

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

APPENDIX II

Relationships

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

Emoluments

Mr. Wong is entitled to receive an annual Director’s fee of HK$780,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Wong that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

(2) DR. CHEUNG VICTOR CHOR KEUNG

Position & experience

Dr. Cheung Victor Chor Keung (“Dr. Cheung”), aged 51, joined the Group in October 2009 as a consultant and was appointed as the president of the Group in February 2011 and an executive Director on 21 September 2011. Dr. Cheung obtained the degree of Master of Business Administration (MBA) from the University of California at Berkeley in the U.S.A. in May 1996, and the degree of Master of Philosophy in Business Studies from Massey University in New Zealand in December 1998. He enrolled in the doctorate program at The University of Hong Kong in January 1999 and received the degree of Doctor of Philosophy in December 2005. Dr. Cheung is an experienced practitioner in the financial sector. He joined Morgan Stanley in 2004 and worked in the position of financial adviser for several years. He is currently a Responsible Officer of Chanceton Capital offering corporate finance advice under a Type 6 (advising on corporate finance) regulated activity licence granted in December 2009 by the SFC. As the president of the Group, he works with the Group’s chairman, Mr. Wong, to oversee the Group’s overall operation, strategic direction and business development, and to promote the Group’s business. Save as aforementioned, Dr. Cheung has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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

APPENDIX II

Length of service

Dr. Cheung has entered into a service contract with the Company on 21 September 2011 for a specific term of three years but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Dr. Cheung was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Relationships

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

Emoluments

Dr. Cheung is entitled to receive an annual Director’s fee of HK$480,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Dr. Cheung that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Dr. Cheung that need to be brought to the attention of the Shareholders.

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

APPENDIX II

(3) MR. LEUNG MAN KIT

Position & experience

Mr. Leung Man Kit (“Mr. Leung”), aged 58, was appointed as an executive Director on 21 September 2011. Mr. Leung’s principal responsibilities are the provision of corporate advisory services to clients. Mr. Leung obtained the degree of Bachelor of Social Sciences from the University of Hong Kong in 1977 and has over 30 years of experience in project finance and corporate finance. He held senior positions with Peregrine Capital Limited from January 1992 to December 1993, SG Securities (HK) Limited (previously known as Crosby Securities (Hong Kong) Limited) from January 1994 to November 1997, and Swiss Bank Corporation, Hong Kong Branch from December 1997 to September 1998. Mr. Leung was a director of Emerging Markets Partnership (Hong Kong) Limited which was the principal adviser to the AIG Infrastructure Fund L.P. from February 1999 to August 2001. Mr. Leung was an executive director of Cosmopolitan International Holdings Ltd (stock code: 120) from June 2006 to December 2006 and was an independent non-executive director of Anhui Expressway Company Limited (Stock Code: 0995) from August 2005 to August 2011. He is currently a Responsible Officer of Chanceton Capital. He has been an independent non-executive director of NetEase (NASDAQ: NTES), a NASDAQ listed company since July 2002. He has been an independent non-executive director of Junefield Department Store Group Limited (stock code: 758) since December 2002, China Ting Group Holdings Limited (stock code: 3398) since November 2005 and Orange Sky Golden Harvest Entertainment (Holdings) Limited (stock code: 1132) since February 2008, all of which are listed on the Hong Kong Stock Exchange.

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

Length of service

Mr. Leung has entered into a service agreement with the Company on 21 September 2011 for a specific term of three years but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Mr. Leung was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

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

APPENDIX II

Relationships

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

Emoluments

Mr. Leung is entitled to receive an annual Director’s fee of HK$300,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Leung that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Leung that need to be brought to the attention of the Shareholders.

(4) MR. LAU LING TAK

Position & experience

Mr. Lau Ling Tak (“Mr. Lau”), aged 37, was appointed as an independent non-executive Director on 21 September 2011 and was subsequently re-designated as an executive Director on 21 June 2012. He is the member of the audit committee, remuneration committee and the nomination committee of the Company. Mr. Lau obtained the degree of Bachelor of Engineering in Building Services Engineering (Building Electrical Services) from the Hong Kong Polytechnic University in November 2001. Mr. Lau holds the qualification of Chartered Engineer (CEng) since June 2003 and has also been a member of the Society of Operations Engineers (MSOE), Institute of Plant Engineers (MIPlantE) and the International Institute of Management (MIIM) since June 2003, October 2002 and July 2003 respectively. Mr. Lau has substantial experience in the medical and health care industry. He founded GHC Holdings Limited (previously known as Bio-life (China) Limited) in January 2005 and was appointed as the managing director from its establishment until October 2008. GHC Holdings Limited principally provides medical and dermatology services for the general public through its general clinics and specialist polyclinics that operate in Hong Kong. From October 2008 to May 2009, Mr. Lau was the director of development of Quality HealthCare Medical Centre Limited, a subsidiary of Allied Overseas Limited (formerly known as Quality HealthCare Asia Limited) (Stock Code: 593) which is a physician led provider group offering an integrated range of healthcare services through a network of medical centres, dental and physiotherapy centres.

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

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

Length of service

Mr. Lau has entered into a service contract with the Company on 21 June 2012 for a specific term of three years but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Mr. Lau was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Relationships

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

Emoluments

Mr. Lau is entitled to receive an annual Director’s fee of HK$180,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Lau that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Lau that need to be brought to the attention of the Shareholders.

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

APPENDIX II

(5) MS. MAN WING YEE GINNY

Position & experience

Ms. Man Wing Yee Ginny (“Ms. Man”), aged 38, is a non-executive Director. Ms. Man was appointed as an non-executive Director on 21 February 2012. Ms. Man has over 8 years of experience in legal practice focusing on China inbound and outbound investment, finance, mergers and acquisitions and corporate restructuring. She has been working as a consultant at Century Health Medical Technology Limited and Century Health Technology Limited since 2010. She also worked as an assistant solicitor at Tsun & Partners from 2008 to January 2012 and was admitted as a solicitor of the High Court of Hong Kong SAR in August 1999. She is currently a member of the Law Society of Hong Kong. Ms. Man received a Bachelor of Arts degree majoring in French and International Relations from Wellesley College at Massachusetts in the USA in 1995. Ms. Man has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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

Length of service

Ms. Man has entered into a service contract with the Company on 21 February 2012 for a specific term of two years but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Ms. Man is deemed to be interested in 47,510,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Ms. Man has no other interest (within the meaning of Part XV of the SFO) in any Shares, underlying shares or debentures of the Company and/or its associated corporations.

Relationships

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

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

APPENDIX II

Emoluments

Ms. Man’s emolument for acting as a non-executive Director has not been determined yet.

Save as disclosed above, there is no other information relating to Ms. Man that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Ms. Man that need to be brought to the attention of the Shareholders.

(6) MR. CHIU CHI KONG

Position & experience

Mr. Chiu Chi Kong (“Mr. Chiu”) is an independent non-executive Director. Mr. Chiu was appointed as an independent non-executive Director on 21 September 2011, responsible for providing independent judgment on issues of strategy, performance, resources and standard of conduct of the Company. He is a member of the audit committee, nomination committee of the Company, and also the chairman of the remuneration committee of the Company. Mr. Chiu obtained a Bachelor of Laws degree from The University of Hong Kong in December 1992 and a Bachelor of Laws degree from Peking University in July 1997. He was admitted as a solicitor of the High Court of Hong Kong in September 1995 and solicitor of the Supreme Courts of England and Wales in October 1996. Mr. Chiu is a practicing solicitor in Hong Kong. Since November 2006, he has been a partner of Li & Partners, a law firm in Hong Kong practising in corporate finance transactions such as initial public offering, mergers and acquisitions and corporate transactions. He has considerable experience in corporate finance and compliance matters for listed companies in Hong Kong. He is a member of the Law Society of Hong Kong and the Law Society of England and Wales. Mr. Chiu is also a China Appointed Attesting Officer appointed by the Ministry of Justice of the PRC since April 2006 and an accredited mediator of Hong Kong International Arbitration Centre since January 2004.

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

Length of service

Mr. Chiu has entered into a service agreement with the Company on 21 September 2012 and has been appointed for a specific term of three years, but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

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

APPENDIX II

Interests in Shares

As at the Latest Practicable Date, Mr. Chiu was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Relationships

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

Emoluments

Mr. Chiu is entitled to receive an annual director’s fee of HK$180,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Chiu that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Chiu that need to be brought to the attention of the Shareholders.

(7) MR. WILLIAM ROBERT MAJCHER

Position & experience

Mr. William Robert Majcher (“Mr. Majcher”), aged 49, is an independent non-executive Director. Mr. Majcher was appointed as an independent non-executive Director on 21 September 2011, responsible for providing independent judgment on issues of strategy, performance, resources and standard of conduct of the Company. He is the member of the audit committee and remuneration committee of the Company and also the chairman of the nomination committee of the Company. Mr. Majcher obtained a degree of Bachelor of Commerce from St. Mary’s University, Halifax, Nova Scotia, Canada in May 1984. From year 1985 to 2007, Mr. Majcher served in the Royal Canadian Mounted Police (RCMP) and was involved in the detection and prosecution of some publicly reported money laundering cases in the United States and Canada as an undercover agent. Mr. Majcher is currently an executive director of China Investment Fund Company Limited (stock code: 612) and has been appointed to the board of directors of Evolving Gold Corporation (TSX “EVG”, FSE “EV7”), a company listed on both TSX Venture Exchange of Canada and Frankfurt Stock Exchange, with effect from 21 September

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

APPENDIX II

1. Mr. Majcher has also been appointed as a director of Q-Gold Resources Ltd., a company listed on TSX Venture Exchange of Canada, since 4 November 2010. Mr. Majcher was a director of First Star Resources Inc., a company listed on TSX Venture Exchange of Canada, from February 2011 to September 2011. He was also a director of Stealth Energy from December 2010 to September 2011, a company listed on the Canadian National Stock Exchange.

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

Length of service

Mr. Majcher has entered into a service contract with the Company on 21 September 2011 for a specific term of three years, but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Mr. Majcher was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Relationships

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

Emoluments

Mr. Majcher is entitled to receive an annual director’s fee of HK$180,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Majcher that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Majcher that need to be brought to the attention of the Shareholders.

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

APPENDIX II

(8) MR. YAU YAN MING RAYMOND

Position & experience

Mr. Yau Yan Ming Raymond (“Mr. Yau”), aged 44, is an independent non-executive Director. Mr. Yau was appointed an independent non-executive Director on 2011, responsible for providing independent judgment on issues of strategy, performance, resources and standard of conduct of the Company. He is the member of the remuneration committee, nomination committee and also the chairman of the audit committee of the Company. Mr. Yau obtained a Master Degree of Science in Japanese Business Studies in December 1995 from Chaminade University of Honolulu and a bachelor’s degree in business administration majoring in accounting in December 1993 from the University of Hawaii at Manoa in the United States. Mr. Yau has over 14 years of work experience in auditing, accounting, taxation, company secretarial, corporate finance and financial management, in both private and listed companies. Mr. Yau has been an associate member of the Hong Kong Institute of Certified Public Accountants since October 2004 and a practicing member of American Institute of Certified Public Accountants since July 2001. Mr. Yau has been also a fellow member of The Taxation Institute of Hong Kong since March 2010 and certified tax adviser of The Taxation Institute of Hong Kong since January 2011. He is currently an executive director and chairman of iMerchants Limited (stock code: 8009) and an independent non-executive director of Willie International Holdings Limited (stock code: 273), Tack Fat Group International Limited (stock code: 928) and Birmingham International Holdings Limited (stock code: 2309), which are companies listed on the Hong Kong Stock Exchange.

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

Length of service

Mr. Yau has entered into a service contract with the Company on 21 September 2011 for a specific term of three years, but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Interests in Shares

As at the Latest Practicable Date, Mr. Yau was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

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

APPENDIX II

Relationships

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

Emoluments

Mr. Yau is entitled to receive an annual director’s fee of HK$180,000, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Information needs to be disclosed and matters need to be brought to the attention of the Shareholders

Save as disclosed above, there is no other information relating to Mr. Yau that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules; and that there are no other matters concerning Mr. Yau that need to be brought to the attention of the Shareholders.

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NOTICE OF THE AGM

==> picture [61 x 91] intentionally omitted <==

CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Chanceton Financial Group Limited (the “ Company ”) will be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong on Tuesday, 31 July 2012 at 2:00 p.m. for the purposes of considering, and if thought fit, passing (with or without amendments) the following resolutions as ordinary resolutions:

AS ORDINARY BUSINESS

1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 March 2012;

2. To re-elect Mr. Wong Kam Wah as an executive director of the Company;

3. To re-elect Dr. Cheung Victor Chor Keung as an executive director of the Company;

4. To re-elect Mr. Leung Man Kit as an executive director of the Company;

5. To re-elect Mr. Lau Ling Tak as an executive director of the Company;

6. To re-elect Ms. Man Wing Yee Ginny as a non-executive director of the Company;

7. To re-elect Mr. Chiu Chi Kong as an independent non-executive director of the Company;

8. To re-elect Mr. William Robert Majcher as an independent non-executive director of the Company;

9. To re-elect Mr. Yau Yan Ming Raymond as an independent non-executive director of the Company;

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NOTICE OF THE AGM

1. To authorize the board of directors to fix the directors’ remuneration;

2. To appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorize the board of directors to fix auditors’ remuneration;

AS SPECIAL BUSINESS

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

“ THAT:

• (a) subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of HK$0.01 each in the share capital of the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited or any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in a general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable laws to be held”;

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NOTICE OF THE AGM

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

“ THAT:

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

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

• (c) the total nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants or any securities which are convertible into shares of the Company;

• (iii) the exercise of any options granted under the share option scheme of the Company; and

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and this 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;

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NOTICE OF THE AGM

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company’s shareholders in general meetings; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable laws to be held; and

“Rights Issue” means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the Company’s register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”; and

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

“ THAT conditional upon the passing of resolutions nos. 12 and 13 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 13 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the mandate referred to in the resolution set out in item 12 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”.

On behalf of the Board

Wong Kam Wah Chairman

Hong Kong, 28 June 2012

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NOTICE OF THE AGM

Notes:

• (a) Any shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (b) To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, shall be deposited at the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the proxy form shall be deemed to be revoked.

• (c) The register of members of the Company will be closed from Friday, 27 July 2012 to Tuesday, 31 July 2012, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 26 July 2012.

• (d) In relation to the ordinary resolutions nos. 12, 13 and 14 set out in the above notice, the directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

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