Vision Synergy Holdings Limited — Proxy Solicitation & Information Statement 2012

Aug 9, 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, company secretary, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Café de Coral Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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CAFÉ DE CORAL HOLDINGS LIMITED 大家樂集團有限公司

(Incorporated in Bermuda with Limited Liability)

(Stock Code: 341)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Crystal Ballroom A, Level B3 Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 11th September, 2012 at 2:30 p.m. is set out on pages 23 to 26 of this circular. A form of proxy for use in connection with the Annual General Meeting is enclosed herewith.

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Head Office of the Company not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

Hong Kong, 10 August, 2012

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Share Issue Mandate and Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . 5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Voting By Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix I – Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . . . . 9
Appendix II – Information on Retiring Directors Proposed for Re-election. . . . . . . . . . . . 12
Appendix III – Summary of the Principal Terms of the
New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

DEFINITIONS

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

“2003 Share Option Scheme” the share option scheme previously adopted by the Company on 24 September 2003

“associate” shall have the meaning ascribed to it under rule 1.01 of the Listing Rules

“AGM” the annual general meeting of the Company to be held at 2:30 p.m. on Tuesday, 11th September, 2012 at Crystal Ballroom A, Level B3 Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong “AGM Notice” the notice convening the AGM as set out on pages 23 to 26 of this circular

“Board” the board of Directors or a duly authorized committee thereof “Bye-laws” the bye-laws of the Company, as amended from time to time “Companies Ordinance” the Companies Ordinance (Chapter 32 of the laws of Hong Kong)

“Company” Café de Coral Holdings Limited 大家樂集團有限公司, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

“Directors” the director(s) of the Company

• “Eligible Participant”

any:

• (a) Employee;

• (b) supplier of goods or services to any member of the Group or any Invested Entity;

• (c) customer of any member of the Group or any Invested Entity; and/or

• (d) consultant, adviser, manager, officer or corporation that provides research, development or other technical support to any member of the Group or any Invested Entity

1

DEFINITIONS

“Employee” any person employed by any member of the Group or any Invested Entity and any person who is an officer or director (whether executive, non-executive or independent non-executive) of any member of the Group or any Invested Entity. A Grantee shall not cease to be an Employee in the case of (a) any leave of absence approved by his employing or engaging company; or (b) transfers between the Group or any successor

• “Extension of Share Issue Mandate” a general mandate proposed to be granted to the Board to extend the Share Issue Mandate by adding those Shares that may be purchased under the Repurchase Mandate in the manner as set out in the AGM Notice

• “Grantee” any Eligible Participant who accepts an offer of the grant of an Option in accordance with the terms of the New Share Option Scheme or (where the context so requires) the legal personal representative(s) of such Eligible Participant

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Invested Entity” any entity in which any member of the Group holds any interest “Latest Practicable Date” 7 August, 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “Mandate Limit” the Initial Mandate Limit or the Refreshed Mandate Limit (as the case may be)

• “New Share Option Scheme” the new share option scheme (a summary of the principal terms of which is set out in the appendix to this circular) in its present or any amended form

“Option” an option to subscribe for Share(s) granted pursuant to the New Share Option Scheme “Previous Share Option Schemes” the 2003 Share Option Scheme and the share option scheme previously adopted by the Company on 30 January 1991

2

	DEFINITIONS
“Repurchase Mandate”	a general mandate proposed to be granted to the Board to exercise
	all the powers of the Company to repurchase Shares in the manner
	as set out in the AGM Notice
“SFO”	Securities and Futures Ordinance (Chapter 571 of the laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the Company
“Share Issue Mandate”	a general mandate proposed to be granted to the Board to allot,
	issue and deal with new Shares in the manner as set out in the
	AGM Notice
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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CAFÉ DE CORAL HOLDINGS LIMITED 大家樂集團有限公司

(Incorporated in Bermuda with Limited Liability)

(Stock Code: 341)

Executive directors: Mr. Lo Hoi Kwong, Sunny (Chief Executive Officer) Ms. Lo Pik Ling, Anita Mr. Lo Tak Shing, Peter

Registered Office:

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Non-executive directors:

Mr. Chan Yue Kwong, Michael (Chairman) Mr. Lo Tang Seong, Victor Mr. Lo Ming Shing, Ian Mr. Hui Tung Wah, Samuel

Independent non-executive directors:

Mr. Choi Ngai Min, Michael Mr. Li Kwok Sing, Aubrey Mr. Kwok Lam Kwong, Larry Mr. Look Guy

Head Office: 10th Floor Café de Coral Centre 5 Wo Shui Street Fo Tan, Shatin New Territories Hong Kong

10 August, 2012 Hong Kong

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the Share Issue Mandate, the Extension of Share Issue Mandate, the Repurchase Mandate, the re-election of retiring Directors, the adoption of New Share Option Scheme and to give you AGM Notice.

4

LETTER FROM THE BOARD

SHARE ISSUE MANDATE AND EXTENSION OF SHARE ISSUE MANDATE

At the AGM, an ordinary resolution no. 5 as set out in the AGM Notice will be proposed to grant to the Board a general mandate to allot, issue and deal with new Shares up to an amount not exceeding 10% of the issued share capital of the Company at the date of passing of such resolution, which is equivalent to 57,169,803 Shares on the assumption that there are no further changes to the issued share capital of the Company from the Latest Practicable Date to the date of AGM. Such mandate will give the Board greater flexibility to issue securities when it is in the interests of the Company.

In addition, if the Share Issue Mandate and Repurchase Mandate are granted, an ordinary resolution no. 7 as set out in the AGM Notice will be proposed at the AGM to grant to the Board the Extension of Share Issue Mandate, which provides that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

REPURCHASE MANDATE

At the last annual general meeting held on 20th September, 2011, a general mandate was given to the Board to exercise the powers of the Company to repurchase Shares up to but not exceeding 10% of the aggregate nominal amount of the share capital in issue as of the date of the mandate granted. Such mandate will lapse at the conclusion of the forthcoming AGM in accordance with the terms thereof. An ordinary resolution no. 6 as set out in the AGM Notice will be proposed at the AGM to grant the Repurchase Mandate to the Board.

The explanatory statement, as required by the Listing Rules to regulate the repurchase of their own securities on the Stock Exchange by companies with primary listing on the Stock Exchange and as set out in Appendix I to this circular, is to provide the requisite information to you to authorize the Board to exercise the powers to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolution no. 6 as set out in the AGM Notice.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 109(A), the Directors retiring by rotation at the forthcoming AGM are Mr. Chan Yue Kwong, Michael, Mr. Lo Tang Seong, Victor, Mr. Hui Tung Wah, Samuel and Mr. Look Guy.

Mr. Chan Yue Kwong, Michael and Mr. Hui Tung Wah, Samuel, who being eligible, offer themselves for re-election. The particulars of these Directors, which are required to be disclosed by the Listing Rules, are set out in Appendix II to this circular. Mr. Lo Tang Seong, Victor and Mr. Look Guy, though being eligible, will not offer themselves for re-election and will retire at the conclusion of the AGM.

5

LETTER FROM THE BOARD

ADOPTION OF NEW SHARE OPTION SCHEME

The existing share option scheme (i.e. the 2003 Share Option Scheme) of the Company was adopted on 24 September 2003 and will expire on 23 September 2013. To enable the Company to continue to grant options to selected participants as incentives or rewards for their contributions to the Group, the Board proposes to adopt a new share option scheme (i.e. the “New Share Option Scheme”).

Similar to the 2003 Share Option Scheme, the New Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the Directors may, at their discretion, fix any minimum period for which an Option must be held, any performance targets that must be achieved and/or any other conditions (including the subscription price) that must be fulfilled before an Option can be exercised. With this discretion, the Board may continue to provide incentives to retain and reward Eligible Participants for their contributions to the business and development of the Group which would be valuable to the growth and the development of the Group as a whole.

As at the Latest Practicable Date, options to subscribe for an aggregate of 15,157,000 Shares had been granted and remained outstanding under the Previous Share Option Schemes and will remain valid and exercisable subject to the terms of the respective Previous Share Option Schemes.

As at the Latest Practicable Date, the issued share capital of the Company comprised of 571,698,033 Shares. Assuming that the issued share capital of the Company will remain unchanged from the Latest Practicable Date up to the date of passing the Shareholders’ resolution to adopt the New Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and the 2003 Share Option Scheme in aggregate will be 57,169,803 Shares, representing 10% of the Shares in issue as at the date of adoption of the New Share Option Scheme.

The Directors consider that it is not appropriate to disclose the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of such value have not been determined at this stage. Such variables include but are not limited to the exercise price, exercise period, lock-up period (if any). The Directors believe that any calculation based on a number of speculative assumptions would not be meaningful and would be misleading to Shareholders.

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the AGM is set out in the Appendix III to this circular. A copy of the proposed New Share Option Scheme will be available for inspection at the Company’s Head Office at 10th Floor, Cafe de Coral Centre, 5 Wo Shui Street, Fo Tan, Shatin, New Territories, Hong Kong, during normal business hours from 27 August 2012 up to and including the date of the AGM.

Application will be made to the listing committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

6

LETTER FROM THE BOARD

VOTING BY POLL

In accordance with the relevant requirement under the Listing Rules, the Chairman of the meeting would exercise his power under Bye-law 78 of the Company’s Bye-laws to put each of the resolutions to be proposed at the AGM to the vote by way of a poll. Detailed procedures for conducting a poll would be explained at the commencement of the AGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its authorized representative) or by proxy shall have one vote for every fully paid share held. A Shareholder present in person (or, in the case of Shareholder being a corporation, by its duly authorized representative) or by proxy who is entitled to more than one vote need not use all his votes or cast all his votes in the same way.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules.

After the conclusion of the AGM, the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cafedecoral.com).

AGM

AGM Notice is set out on pages 23 to 26 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the Share Issue Mandate, the Repurchase Mandate, the Extension of Share Issue Mandate and the adoption of New Share Option Scheme.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Head Office of the Company not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

RESPONSIBILITY STATEMENT

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

7

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the ordinary resolutions as set out respectively in the AGM Notice are all in the best interests of the Company and its Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Chan Yue Kwong, Michael Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

It is proposed that up to 10% of the aggregate nominal amount of the issued capital of the Company as at the date of the passing of the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, the number of Shares of the Company in issue was 571,698,033. On the basis of such figure, subject to the passing of the relevant resolution, the Board would be authorized to repurchase up to 57,169,803 Shares.

2. REASONS OF REPURCHASE

As it may be to the benefit of the Company to repurchase Shares in certain circumstances, the Board is seeking the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. Such repurchases may depend on market conditions and funding arrangements at the time, leading to an enhancement of the net assets and/or earnings per Share and liquidity of the Shares.

3. FUNDING OF REPURCHASE

It is envisaged that the funds required for any repurchase would be derived from those funds of the Company legally permitted to be utilised in this connection in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda, including capital paid up on the Shares to be repurchased, profits otherwise available for distribution and sums standing to either the share premium account or contributed surplus account of the Company.

There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31st March, 2012) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Board does not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Board are from time to time appropriate for the Company.

9

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE PRICE

The highest and lowest prices at which the Shares traded on the Stock Exchange in each of the previous twelve months are as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2011
July	20.10	19.04
August	20.30	17.82
September	19.48	17.30
October	18.46	17.24
November	18.50	17.50
December	18.76	17.68
2012
January	18.10	17.32
February	19.94	17.50
March	22.45	19.46
April	22.15	20.20
May	21.90	19.10
June	21.00	19.50
July	22.45	20.60
August (up to the Latest Practicable Date)	22.30	21.60

5. UNDERTAKING

The Board has undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the laws of Bermuda, the Memorandum of Association and the Bye-laws of the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) have any present intention, in the event that the Repurchase Mandate is granted by Shareholders, to sell Shares to the Company.

No connected persons of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is granted by Shareholders.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. HONG KONG CODE ON TAKEOVERS AND MERGERS

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

As at the Latest Practicable Date, to the best knowledge and belief of the Company and according to the registers of interests required to be kept by the Company under the SFO, the single largest substantial shareholder (as defined under the SFO) of the Company is Mr. Lo Tak Shing, Peter who is interested and deemed to be interested in 89,718,213 shares, representing approximately 15.69% of the issued share capital of the Company. On such basis, if the Repurchase Mandate is fully exercised by the Company, there will be an effect of increasing the percentage interest of Mr. Lo Tak Shing, Peter to 17.44%, but such increase will not give rise to any obligation under Rule 26 of the Takeovers Code to make a mandatory offer. The Board is also not aware of any other Shareholder which may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code if the Board exercises the powers of the Company to repurchase Shares pursuant to Repurchase Mandate to be granted to the Board by the Shareholders.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr. Chan Yue Kwong, Michael

Mr. Chan Yue Kwong, Michael (“Mr. Chan”) , aged 60, is the Chairman of the Group. He joined the Group in 1984 and was appointed as a director of the Group in 1988. He led the Group for the past 22 years as Managing Director of the Group since 1989 and as the Executive Chairman since 1997. Commencing April 2012, he serves as the Chairman of the Board in the capacity of a Non-executive Director. Having worked as a professional town planner for various Government bodies in Hong Kong and Canada, he has considerable experience in planning and management. He holds a Degree in Sociology and Political Science, a Master Degree in City Planning from the University of Manitoba, Canada, an Honorary Doctorate Degree in Business Administration, and an Honorary Fellow from Lingnan University. He is also a member of the Political Consultative Committee of Nanshan District, Shenzhen in the People’s Republic of China.

He is currently an Executive Committee Member of the Hong Kong Retail Management Association, the General Committee Member of the Employers’ Federation of Hong Kong, Advisor of the Quality Tourism Services Association, a Full member of the Canadian and the Hong Kong Institute of Planners and a Fellow of the Chartered Institute of Marketing. Besides, he is also the Honorary Chairman of the Hong Kong Institute of Marketing and the Chairman of the Business Enterprise Management Centre of the Hong Kong Management Association as well as being appointed by HKSAR Government as Member of the Hong Kong Tourism Board and Member of the Business Facilitation Advisory Committee under the Financial Secretary’s Office.

In past years, Mr. Chan was personally bestowed with “The Stars of Asia Awards”, the “Executive of the Year Award”, the “Bauhinia Cup Outstanding Entrepreneur Awards”, the “Directors of the Year Award”, the Honoree, Beta Gamma Sigma of the Hong Kong University of Science and Technology and Ernst & Young Entrepreneur of the Year.

Mr. Chan is currently an Independent Non-Executive Director of Starlite Holdings Limited, Kingboard Laminates Holdings Limited, Pacific Textiles Holdings Limited and Tse Sui Luen Jewellery (International) Limited and a Non-Executive Director of Tao Heung Holdings Limited, all of which are listed on the Main Board of the Stock Exchange of Hong Kong Limited. Save as disclosed above, Mr. Chan did not hold any directorship in other listed public companies in the last three years.

Mr. Chan is a relative of each of Mr. Lo Hoi Kwong, Sunny (the Chief Executive Officer, an Executive Director and a substantial shareholder of the Company), Ms. Lo Pik Ling, Anita (an Executive Director of the Company), Mr. Lo Tak Shing, Peter (an Executive Director and a substantial shareholder of the Company), Mr. Lo Hoi Chun, Ms. Tso Po Ping and Ms. Man Bo King (being the substantial shareholders* of the Company). Mr. Chan is also the son-in-law of Mr. Lo Tang Seong, Victor (a Non-Executive Director of the Company).

• within the meaning of Part XV of the SFO

12

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Chan entered into a service contract with the Company as Chairman and Non-Executive Director for a term of two years from 1st April 2012 to 31st March 2014. Under the terms of the service contract, either Mr. Chan or the Company can terminate the service contract by giving a 6-month notice and Mr. Chan will receive a fee of HK$960,000 per annum. Apart from the terms of the service contract as prescribed herein, Mr. Chan is also subject to retirement by rotation under the Company’s Bye-laws.

As at the Latest Practicable Date, Mr. Chan was interested and deemed to be interested in 11,257,407 Shares of the Company within the meaning of Part XV of the SFO. During the year ended 31st March, 2012, the amount of emoluments payable to Mr. Chan is approximately HK$3,032,000 (which included his basic salary and allowance) and such amount of discretionary bonus which the Company may decide to pay. The amount of emoluments payable to Mr. Chan is determined by reference to his qualification, experience and market benchmarks.

Save as disclosed above, there are no other information relating to Mr. Chan required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders of the Company.

Mr. Hui Tung Wah, Samuel

Mr. Hui Tung Wah, Samuel (“Mr. Hui”) , aged 58, joined the Group in 1984 and has been a Non-executive Director of the Company since 1997. He holds a Bachelor Degree in Social Sciences from the University of Hong Kong and a Master Degree in Business Administration from the Brunel University in the United Kingdom. Mr. Hui is currently an executive director of Greenheart Group Limited (formerly known as “Omnicorp Limited”), a company listed on the Main Board of the Stock Exchange of Hong Kong Limited and was a non-executive director of WLS Holdings Limited until 1st March, 2012, whose shares are listed on the GEM Board of The Stock Exchange of Hong Kong Limited. Save as disclosed above, Mr. Hui did not hold any other directorships in any other listed public companies in the last three years.

Mr. Hui comes from a strong financial and general management background having spent 30 years working in senior management positions of major international and local banks and companies in Hong Kong, Australia and Canada. He is a seasoned executive and has extensive management experience.

As at the Latest Practicable Date, Mr. Hui was interested and deemed to be interested in 25,837 in Shares within the meaning of Part XV of the SFO. Mr. Hui does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company. There is no service contract entered into between Mr. Hui and the Company. Mr. Hui’s appointment as a Director to the Company is subject to retirement by rotation under the Company’s Bye-laws.

For the financial year ended 31st March, 2012, the Director’s fee of Mr. Hui as a Non-executive Director of the Company is HK$80,000. Subject to the authorization to be obtained at the AGM, the Board may fix Mr. Hui’s remuneration, which will be determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

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APPENDIX II INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed herein, there is no other information relating to Mr. Hui required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

The following is a summary of the principal terms of the New Share Option Scheme which is proposed to be approved at the Annual General Meeting:

1. Purpose

The purpose of the New Share Option Scheme is to enable the Company to grant incentive to retain and reward Eligible Participants for their contributions to the business and development of the Group.

2. Who may join

On and subject to the terms of the New Share Option Scheme and the requirements of the Listing Rules, the Board may offer to grant an Option to any Eligible Participant as it may at its absolute discretion select.

3. Administration

The New Share Option Scheme shall be subject to the administration of the Board which shall, subject to the provisions of the Listing Rules, applicable laws and other regulations from time to time in force, in its discretion:

• (a) select Eligible Participants to whom Options may be granted;

• (b) determine the time of the grant of Options;

• (c) determine the number of Options;

• (d) approve forms of option agreements setting out the terms on which particular Options are granted;

• (e) determine the terms and conditions of each Option (including, but not limited to, performance, operating and financial targets and other criteria, if any, to be satisfied before the Option can be exercised);

• (f) construe and interpret the terms of the New Share Option Scheme and Options granted pursuant to the New Share Option Scheme;

• (g) prescribe, amend and rescind rules and regulations relating to the New Share Option Scheme, including rules and regulations relating to sub-schemes established for the purpose of qualifying for preferred treatment under foreign laws and for benefits intended solely for any particular type of Eligible Participants provided that administration of any such sub-schemes shall follow the requirements of the Listing Rules; and/or

• (h) subject to other provisions of the New Share Option Scheme, vary the terms and conditions of any option agreement (provided that such variation is not inconsistent with the terms of the Listing Rules and the New Share Option Scheme).

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

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4. Grant of Option

On and subject to the terms of the New Share Option Scheme and the requirements of the Listing Rules, the Board shall be entitled at any time within 10 years commencing on the date when the New Share Option Scheme is adopted by the Company to make an offer for the grant of an Option to such Eligible Participants as the Board may in its absolute discretion select.

5. Acceptance of offer for the grant of Options

An offer of the grant of an Option shall have been accepted within 28 days from the date of the offer, when the duplicate letter comprising acceptance of the Option duly signed by the Grantee together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof are received by the Company. Such remittance shall in no circumstances be refundable. If such remittance is not enclosed, acceptance of an offer shall create a promise by the relevant Grantee to pay to the Company HK$1.00 on demand.

6. Subscription price

The subscription price payable on exercise of an Option shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option), and may be fixed at different prices for different periods during which the Option is to be exercised, provided that it shall not be less than whichever is the highest of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant; (b) the average of the closing prices of the Shares on the Stock Exchange’s daily quotation sheets for the five (5) business days immediately preceding the date of grant; and (c) the nominal value of a Share.

7. Option period

The period within which the Shares must be taken up under an Option shall be determined by the Board in its absolute discretion at the time of grant and may be varied by the Board in accordance with the terms of the New Share Option Scheme, but shall not under any circumstances exceed 10 years from the date of grant of the relevant Option.

8. Rights are personal to Grantee

An Option shall be personal to the Grantee and shall not be assignable or transferable.

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9. Ranking of Shares

The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the Bye-laws of the Company from time to time in force and shall rank pari passu in all respects with the existing fully paid Shares in issue on the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members and accordingly will entitle the holders to participate in all dividends or other distributions declared, recommended or resolved to be paid or made on or after the allotment (as applicable).

10. Termination upon a Grantee ceasing to be an Eligible Participant

Subject to paragraphs 11 to 14 below and the absolute discretion of the Board to determine otherwise, an Option shall lapse immediately and not be exercisable (to the extent not already exercised) on the date which the Grantee ceases to be an Eligible Participant whether by reason of retirement, death, termination of employment or engagement, or otherwise.

11. Rights on termination due to the separate listing or sale

If the Board considers that, due to the sale or separate listing of a member of the Group he is serving, or merger, reorganisation or consolidation of a member of the Group he is serving, a Grantee should cease to be treated as an Eligible Participant (and paragraphs 12 to 14 do not apply), the Board may at its sole discretion (a) arrange for substitute options or share purchase rights of no less than equivalent fair value, in the purchasing, surviving or newly-listed company; (b) provide cash compensation equivalent to their fair value; (c) waive any conditions as to vesting; or (d) permit the continuation of the Option according to its original terms. If the Board does not make any of the arrangements specified in (a) to (d) above, the Option shall immediately lapse.

12. Rights on general offer

If a takeover by way of general offer is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror), and such offer becomes or is declared unconditional, the Option will immediately vest or otherwise becomes immediately exercisable and the Grantee shall be entitled to exercise the Option at any time until the earlier of the expiry of the term of the Option as set forth in the option agreement or 14 days after the date on which the offer becomes or is declared unconditional following which the Option shall lapse.

13. Rights on compromise or arrangement

If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of the amalgamation of the Company with any other company or companies (including a takeover by way of a scheme of arrangement), the Company shall give notice to the Grantees on the same date as it despatches the notice to each member or creditor of the Company summoning the meeting to consider such a compromise, arrangement or scheme, and thereupon the Grantees may, until the expiry of the period commencing on such date and ending on the earlier of the date two (2) calendar months

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

thereafter or the date on which such compromise, scheme or arrangement is sanctioned by the court (but in any case no later that the expiration of the term of such Option as set forth in the option agreement, exercise any of his Options (to the extent already vested but not already exercised), but the exercise of an Option as aforesaid shall be conditional upon such compromise, scheme or arrangement being sanctioned by the court and becoming effective, and upon such compromise, scheme or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the New Share Option Scheme. The Company may require the Grantee to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position, as nearly as possible, as would have been the case had such Shares been subject to such compromise, arrangement or scheme. If the Option is not exercised within the time specified, the Option shall lapse.

14. Rights on voluntary winding-up of the Company

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Grantees (together with a notice of the existence of the relevant provisions in the New Share Option Scheme) and thereupon, each Grantee shall be entitled to exercise all or part of his Option (to the extent not already exercised, irrespective of whether the Option has become exercisable or not) at any time not later than two (2) business days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid. If the Option is not exercised within the time specified, the Option shall lapse.

15. Lapse of Option

Subject to the discretion of the Board to extend the period within which the Shares must be taken up as referred to in paragraphs 3, 10, 11 and 19, whether pursuant to its discretion to determine the rights of a Grantee ceasing to be an Eligible Participant or otherwise, and without prejudice to the authority of the Board to provide for additional situations where an Option shall lapse in any option agreement, an Option shall lapse and not be exercisable (to the extent not already exercised) on the earliest of (a) the expiry of the period within in which the Shares must be taken up; (b) the expiry of any of the extended periods referred to above; and (c) the date on which the Board certifies that for the reason of a breach of paragraph 8, the Option should be cancelled.

16. Cancellation of Option

Options granted but not exercised or lapsed in accordance with the terms of the New Share Option Scheme may be cancelled by the Company with the approval of the Grantees. Where the Company cancels Options and offers to issues new ones to the same Grantee, the issue of such new Options may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the limits set out in sub-paragraphs 17 (a) to (e).

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

17. Maximum number of Shares available for subscription

(a) Overriding Limit

The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other schemes of the Company (including the Previous Share Option Schemes) must not exceed 30% of the Shares in issue from time to time. No options may be granted under the New Share Option Scheme or any other schemes of the Company if this will result in this limit being exceeded.

(b) Mandate Limit

In addition to the limit set out in sub-paragraph 17(a) and prior to the approval of a Refreshed Mandate Limit, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes of the Company (excluding, for this purpose, options which have lapsed in accordance with the terms of the New Share Option Scheme and any other scheme (including the Previous Share Option Schemes)) must not, in aggregate, exceed 10% of the Shares in issue as at the date of adoption of the New Share Option Scheme, being 57,169,803 Shares (the “ Initial Mandate Limit”).

(c) Refreshing of Mandate Limit

The Company may by ordinary resolution of the shareholders refresh the Mandate Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under all the schemes of the Company under the limit as refreshed (the “Refreshed Mandate Limit”) must not exceed 10% of the Shares in issue as at the date of approval of the limit. Options previously granted under the schemes (including those outstanding, cancelled or lapsed in accordance with the scheme or exercised options) will not be counted for the purpose of calculating the limit as refreshed.

(d) Granting Options beyond the Mandate Limit

The Board may seek separate approval of the shareholders of the Company in general meeting to grant Options beyond the Initial Mandate Limit or the Refreshed Mandate Limit, provided that the Options in excess of the Initial Mandate Limit or the Refreshed Mandate Limit shall be granted only to the Eligible Participants specifically identified by the Company before such approval is sought and the Company shall issue a circular to the shareholders of the Company containing a generic description of the specified Eligible Participant who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Eligible Participants with an explanation as to how the terms of the Options serve such purpose and all other information from time to time required by the Stock Exchange in relation to any such proposed grant to such Eligible Participants.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

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(e) Limit for each Grantee

Unless separately approved by the shareholders of the Company in general meeting with the relevant Grantee and his associates abstaining from voting, the total number of Shares issued and to be issued upon exercise of Options (whether exercised or outstanding) granted to an Grantee shall not exceed in any 12-month period up to and including the date of such further grant 1% of the Shares in issue. If shareholders of the Company approve in general meeting the grant of Option to an Grantee in excess of such limit, the date of the board meeting for proposing the further grant (which is made subject to such approvals set out above) shall be the commencement date such further grant.

• (f) Grant to substantial shareholder and independent non-executive director

Insofar and for so long as the Listing Rules so require, no Option may be granted to any substantial shareholder or an independent non-executive Director, or any of their respective associates or any person whose associate is a substantial shareholder or an independent nonexecutive Director, which would result in the Shares issued and to be issued upon exercise of all Options already granted or to be granted (including options exercised, cancelled and outstanding) to such person under the New Share Option Scheme and any other scheme(s) of the Company (including the Previous Share Option Schemes) in the 12-month period up to and including the date of the offer in respect of such further grant:

• (i) representing in aggregate over 0.1% of the issued share capital of the Company in issue; and

• (ii) having an aggregate value, based on the closing price of the Shares at the date of the offer (which is made subject to such approvals set out in this sub-paragraph) in respect of such further grant, in excess of HK$5 million,

unless such further grant is approved by the shareholders in general meeting. At such general meeting, the grant of Options to the substantial shareholder or independent nonexecutive Director, or any of their respective associates or any person whose associate is a substantial shareholder or an independent non-executive Director shall, for so long and insofar as the Listing Rules so require, be approved by the shareholders of the Company by way of poll with all connected persons of the Company abstaining from voting, except that any connected person may vote against such resolution provided that he has informed the Company of his intention to do so and such intention has been stated in the relevant circular to shareholders.

The date of the board meeting for proposing the further grant (which is made subject to such approvals set out in this sub-paragraph) should be taken as the commencement date for such grants.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

In addition, for so long and insofar as the Listing Rules so require, any variation in the terms of Option granted to a Grantee who is a substantial shareholder or an independent non-executive Director, or any of their respective associates, must be approved by the shareholders in general meeting with all connected persons of the Company interested in the relevant Option abstaining from voting.

• (g) Adjustment to maximum number

The maximum number of Shares referred to in this paragraph 20 will be adjusted in such manner as the auditors or an independent financial adviser shall certify to be appropriate in the event of any alteration in the capital structure of the Company, whether by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend scheme), rights issue, consolidation, subdivision or reduction of the share capital of the Company or otherwise howsoever.

18. Effects of reorganisation of capital structure

In the event of any alteration in the capital structure of the Company whilst any Option may become or remains exercisable, whether by way of capitalisation of profits or reserves (other than pursuant to a scrip dividend scheme), rights issue, consolidation or subdivision, reduction or similar reorganisation of the share capital of the Company, such corresponding adjustment (if any) shall be made to:

• (a) the number or nominal amount of Shares subject to the Option so far as unexercised;

• (b) the subscription price;

• (c) the method of exercise of the Option; and/or

• (d) the maximum number of Shares referred to in paragraph 17,

as the auditors or an independent financial adviser shall certify in writing to the Board either generally or as regard to any particular Grantee to be in their opinion fair and reasonable (except in the case of a capitalisation issue where no such certification shall be required), provided that:

• (i) any such adjustment shall be made on the basis that the aggregate subscription price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) it was before such event;

• (ii) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (iii) no such adjustment shall be made if the effect of which would be to increase the proportion of the issued share capital of the Company for which any Grantee is entitled to subscribe pursuant to the Options held by him; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

• (iv) any such adjustment shall be made in compliance with Chapter 17 of the Listing Rules and such other guideline or supplementary guidance as may be issued by the Stock Exchange from time to time.

For the avoidance of doubt only, the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such alterations.

If there has been any alteration in the capital structure of the Company as referred to above, the Company shall inform each Grantee of such alteration and inform the Grantee of the adjustment (if any) to be made in accordance with the certificate of the auditors or an independent financial adviser obtained by the Company for such purpose. In giving such certificate, the auditors or the independent financial adviser shall be deemed to be acting as experts and not as arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantee.

19. Alteration to the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Board except that the provisions of the New Share Option Scheme relating to matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Grantees or proposed Grantees except with the prior sanction of a resolution of the Company in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the shareholders of the Company under the Bye-laws of the Company for a variation of the rights attached to the Shares.

Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature, and any change to the terms of the Options granted, shall be approved by the shareholders of the Company, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme. Any change to the authority of the Board to alter the terms of the New Share Option Scheme shall be approved by the shareholders of the Company.

The amended terms of the New Share Option Scheme shall comply with the relevant requirements of Chapter 17 of the Listing Rules.

Subject to the Listing Rules and the terms of the New Share Option Scheme, the Board may, at any time and in its absolute discretion, remove, waive or vary the conditions, restrictions or limitations imposed in an option agreement on compassionate or any other grounds.

20. Termination of the New Share Option Scheme

The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered after the New Share Option Scheme is terminated but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect. All Options granted prior to such termination and not then exercised shall remain valid.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [89 x 40] intentionally omitted <==

CAFÉ DE CORAL HOLDINGS LIMITED 大家樂集團有限公司

(Incorporated in Bermuda with Limited Liability)

(Stock Code: 341)

NOTICE IS HEREBY GIVEN that the 2012 Annual General Meeting (the “Meeting”) of Café de Coral Holdings Limited (the “Company”) will be held at Crystal Ballroom A, Level B3 Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 11th September, 2012 at 2:30 p.m. for the following purposes:

As Ordinary Business:

1. To receive and adopt the Audited Accounts and the reports of the Directors and Auditors for the year ended 31st March, 2012;

2. To declare a final dividend;

3. To re-elect retiring Directors and authorize the Board of Directors to fix their remuneration;

4. To re-appoint Messrs. PricewaterhouseCoopers as the auditors of the Company and authorize the Board of Directors to fix their 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 (c) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional 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) shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital 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 (ii) the exercise of rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for shares of the Company; or (iii) the exercise of subscription rights under any employee share option scheme; or (iv) an issue of shares as scrip dividends pursuant to the Bye-laws of the Company from time to time, shall not exceed the aggregate of:

• (i) 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and

• (ii) (if the Directors of the Company are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution), and the said approval shall be limited accordingly;

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the date of 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 laws to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of shares pursuant to an offer (open for a period fixed by the Directors of the Company) made to holders of shares or any class thereof on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”;

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NOTICE OF ANNUAL GENERAL MEETING

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 of the Company during the Relevant Period (which shall have the same meaning for the purpose of this Resolution, mutatis mutandis, as given in paragraph (d) of the resolution set out as Resolution No. 5 in the notice of this Meeting) of all powers of the Company to purchase its shares, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares to be purchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the shares of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly.”;

• To consider and, if thought fit, pass (with or without amendments) the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of the Resolution Nos. 5 and 6, the general mandate granted to the Directors of the Company (pursuant to Resolution No. 5 or otherwise) and for the time being in force to exercise the powers of the Company to allot shares be and is hereby extended by an amount representing the aggregate nominal amount of the share capital repurchased by the Company under the authority granted by the resolution set out as Resolution No. 6.”;

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

“ THAT conditional upon the listing committee of the Stock Exchange granting approval of the listing of and permission to deal in the Shares which may fall to be issued pursuant to the exercise of any options granted under the New Share Option Scheme (a copy of which has been presented to this meeting marked “A” and initialled by the chairman of the meeting for identification purpose), the New Share Option Scheme be and is hereby approved and adopted; and that the Directors be and are hereby authorized to grant options and allot, issue and deal with the Shares pursuant to the exercise of any options granted under the New Share Option Scheme; and that the Directors be and are hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the New Share Option Scheme.”

By Order of the Board To Hon Fai, Alfred Company Secretary

Hong Kong, 10 August, 2012

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Head Office 10th Floor Café de Coral Centre 5 Wo Shui Street Fo Tan, Shatin New Territories Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice may appoint one or more proxies to attend the Meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited with the Company Secretary at the Company’s Head Office at 10th Floor, Café de Coral Centre, 5 Wo Shui Street, Fo Tan, Shatin, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. The Register of Members will be closed from Friday, 7th September, 2012 to Tuesday, 11th September, 2012, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the meeting, all completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited at Rooms 17121716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 6th September, 2012.

In addition, the Register of Members will also be closed on Monday, 17th September, 2012, during which no transfer of Shares will be effected. To qualify for the proposed final dividend, if approved at the annual general meeting of the Company, all completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 14th September, 2012.

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