Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 30, 2014

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 Min Xin Holdings 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 document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

==> picture [82 x 47] intentionally omitted <==

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 222)

PROPOSALS RELATING TO GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Min Xin Holdings Limited (the “Company”) to be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 12 June 2014 at 3:00 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also available on the Company’s website at www.minxin.com.hk and the website of The Hong Kong Exchanges and Clearing Limited at www.hkex.com.hk.

Whether or not you are able to attend the annual general meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s registered office at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, 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 enclosed form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting if they so wish.

30 April 2014

CONTENTS

Page	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . .	4
3. Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . .	7
Appendix II — Details of Directors proposed to be re-elected at the
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

— i —

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 12 June 2014 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 16 of this circular, or any adjournment thereof;

• “Articles of Association” the articles of association of the Company;

• “Board” the board of Directors;

• “Company”

• Min Xin Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange with a stock code of 222;

• “Companies Ordinance” The Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time;

• “Director(s)”

• the director(s) of the Company;

• “Hong Kong”

• The Hong Kong Special Administrative Region of the People’s Republic of China;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Issue Mandate”

• the general and unconditional mandate to the Directors to exercise all the powers of the Company to allot, issue or deal with Shares of an aggregate number of up to 20% of the total number of Shares in issue on the date of passing of such resolution;

• “Latest Practicable Date” 24 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited;

• “Nomination Committee” the Nomination Committee of the Company;

— 1 —

	DEFINITIONS
“Repurchase Mandate”	the general and unconditional mandate to the Directors
	to exercise all the powers of the Company to purchase
	Shares on the Stock Exchange of an aggregate number
	of up to 10% of the total number of Shares in issue on
	the date of passing of such resolution;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong);
“Shares”	ordinary share(s) of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers.

— 2 —

LETTER FROM THE BOARD

==> picture [82 x 48] intentionally omitted <==

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

Executive Directors: Mr Weng Ruo Tong (Chairman) Mr Peng Jin Guang (Vice Chairman) Mr Li Jin Hua (General Manager) Mr Zhang Rong Hui

Registered Office: 17/F, Fairmont House 8 Cotton Tree Drive Central Hong Kong

Non-executive Director: Mr Liu Cheng

Independent Non-executive Directors:

Mr Ip Kai Ming Mr Sze Robert Tsai To Mr So Hop Shing

30 April 2014

To the Shareholders:

Dear Sir or Madam,

PROPOSALS RELATING TO

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 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 Annual General Meeting for (i) the granting of the Issue Mandate and the Repurchase Mandate; and (ii) the re-election of retiring Directors.

— 3 —

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of Shareholders held on 7 June 2013, general mandates were given to the Directors to exercise the powers of the Company to repurchase shares of the Company and to issue new shares of the Company respectively. Such mandates will lapse at the conclusion of the Annual General Meeting, unless renewed at that meeting.

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to make repurchases or issue any additional shares of the Company, ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to repurchase Shares on the Stock Exchange of an aggregate number of up to 10% of the total number of Shares in issue on the date of passing of such resolution (the “Repurchase Mandate”);

• (b) to allot, issue or deal with Shares of an aggregate number of up to 20% of the total number of Shares in issue on the date of passing of such resolution (the “Issue Mandate”); and

• (c) to extend the Issue Mandate by an aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

As at the Latest Practicable Date, there were 459,428,656 Shares in issue. Subject to the passing of the ordinary resolution numbered 6(B) set out in the notice of the Annual General Meeting in respect of the granting of the Issue Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the date of the Annual General Meeting, the Directors would be authorised under the Issue Mandate to allot, issue or deal with a maximum of 91,885,731 Shares (representing 20% of the total number of Shares in issue as at the Latest Practicable Date) during the period in which the Issue Mandate remains in force.

The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions numbered 6(A) and 6(B) set out in the notice of the Annual General Meeting. With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase or issue any Shares pursuant thereto.

In accordance with the requirements of the 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 Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in the Appendix I to this circular.

— 4 —

LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 94 and 95 of the Articles of Association of the Company, Messrs Weng Ruo Tong, So Hop Shing and Li Jin Hua are due to retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election.

Pursuant to Article 85 of the Articles of Association of the Company, Mr Liu Cheng, who was appointed as Director on 8 June 2013, will retire at the Annual General Meeting following his appointment and, being eligible, has offered himself for re-election.

The re-election of Directors has been reviewed by the Nomination Committee which made recommendations to the Board that the re-election be proposed for shareholders’ approval at the Annual General Meeting. The Nomination Committee has also assessed the independence of all the Company’s Independent Non-executive Directors, in particular, Mr So Hop Shing who has served the Board for more than nine years and to be re-elected at the Annual General Meeting. All the Independent Non-executive Directors of the Company satisfy the independence guidelines set out in Rule 3.13 of the Listing Rules.

Mr So Hop Shing has been appointed as an Independent Non-executive Director of the Company since 2004. He met the independent guidelines set out in Rule 3.13 of the Listing Rules and has provided an annual confirmation of his independence to the Company. Having considered the factors affecting the independence of a non-executive director under the Listing Rules, the Board is satisfied that Mr So remains independent. The Board is of the view that Mr So should be proposed for re-election particularly in view of his extensive experience and valuable contribution to the Board in the past years.

Details of the above Directors proposed for re-election are set out in the Appendix II to this circular.

4. ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 13 to 16 of this circular. A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the enclosed form of proxy and return it to the Company’s registered office in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding that meeting. The lodging of the enclosed form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

— 5 —

LETTER FROM THE BOARD

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all the resolutions set out in the notice of the Annual General Meeting will be decided by poll. The chairman of the Annual General Meeting will demand, pursuant to Article 65 of the Articles of Association, that all the resolutions set out in the notice of the Annual General Meeting be decided by poll.

6. RECOMMENDATIONS

The Directors consider that the resolutions in relation to the re-election of the retiring Directors, the granting of the Repurchase Mandate and the granting and extension of the Issue Mandate as set out in the Notice of the Annual General Meeting are all in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.

On behalf of the Board Weng Ruo Tong Chairman

— 6 —

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate:

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 459,428,656 Shares in issue.

Subject to the passing of the ordinary resolution no. 6 set out in the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the date of the Annual General Meeting, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 45,942,865 Shares (representing 10% of the total number of Shares in issue as at the Latest Practicable Date) during the period in which the Repurchase Mandate remains in force.

2. REASONS FOR REPURCHASES

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

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share. The Directors are seeking the granting of the Repurchase 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.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its articles of association and the Companies Ordinance. The Directors propose that repurchases of Shares under the Repurchase Mandate will be financed from distributable profits of the Company or proceeds of a fresh issue of Shares made for the purpose.

There may be 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 financial year ended 31 December 2013) in the event that the proposed repurchases of Shares are to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as will, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

— 7 —

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. UNDERTAKING

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates of the Directors who have a present intention, in the event that the Repurchase Mandate is granted by Shareholders, to sell Shares to the Company.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the Companies Ordinance.

No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Repurchase Mandate is granted by Shareholders.

5. TAKEOVERS CODE

The Company has been notified of holdings of Shares by Samba Limited (“Samba”) and Vigour Fine Company Limited (“Vigour Fine”), which in aggregate amounted to 48.01 per cent. of the total number of Shares in issue, as at the date of this circular. Assuming none of the Shares held by Samba and Vigour Fine are disposed of, and the total number of Shares in issue remains the same, exercise of the Repurchase Mandate in full would increase the proportionate interest in the Company of Samba and Vigour Fine by about 5.33 per cent. to 53.34 per cent. and they may become obliged to make a mandatory general offer under the Takeovers Code unless a waiver is obtained. Subject to market conditions, the Directors do not presently envisage exercising the Repurchase Mandate to such extent as would trigger a mandatory general offer obligation by Samba and Vigour Fine.

6. SHARE PURCHASE MADE BY THE COMPANY

No purchases have been made by the Company of its Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

— 8 —

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

7. SHARE PRICES

The highest and lowest traded prices for the Shares recorded on the Stock Exchange during the previous twelve months were as follows:

Month	Highest	Lowest
	HK$	HK$
2013
April	4.370	4.160
May	4.380	3.800
June	4.000	3.600
July	3.950	3.540
August	4.200	3.610
September	4.300	3.850
October	4.200	4.030
November	4.280	4.010
December	4.200	4.010
2014
January	4.200	4.000
February	4.140	3.890
March	4.220	3.800
April (up to the Latest Practicable Date)	4.150	3.870

— 9 —

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are the particulars of the four Directors proposed to be re-elected at the Annual General Meeting.

1. Mr Weng Ruo Tong , aged 59, has been appointed as an Executive Director of the Company since April 2009, and served as Vice Chairman of the Company since then until 30 June 2009. He has been subsequently re-designated as Chairman of the Company since 1 July 2009. He is also the Chairman of the Executive Committee and the Nomination Committee of the Company. Mr Weng is a university graduate and has been engaged in industrial investment, infrastructure construction and development, capital and corporate management for a substantial period of time. He has extensive experience in investments, financing, infrastructure construction and development, and corporate management. He had previously assumed the positions of Vice Director of the Forestry Department of Fujian Province, General Manager of Fujian Forestry Company, General Manager of Fujian Investment and Development Corporation. He is currently the Chairman of Xiamen International Bank.

Save as disclosed above, Mr Weng does not hold any position with the Company or any of its subsidiaries at the Latest Practicable Date and has not held any directorship in other listed public companies in the past three years.

Mr Weng is the Chairman of Fujian Investment & Development Group Co., Ltd., a substantial shareholder of the Company. Save as disclosed above, Mr Weng does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Weng does not have any interests in the Shares within the meaning of Part XV of the SFO. There is no service contract entered into between the Company and Mr Weng. Mr Weng has not been appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Company’s Articles of Association. For the year ended 31 December 2013, the aggregate director’s remuneration of Mr Weng for acting as a Director of the Company was HK$60,000, such amount being determined from time to time by the Board with reference to the prevailing market conditions.

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

1. Mr So Hop Shing , aged 66, has been appointed as an Independent Non-executive Director of the Company since September 2004. He is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. He is a practising solicitor and senior partner of Tang and So, Solicitors and Notaries. Mr So is the holder of Bachelor of Laws Degree from the University of London, Master of Laws Degree from the City University of Hong Kong and The People’s University of China, and Doctor of Laws Degree from Peking University.

Mr So does not hold any position with the Company or any of its subsidiaries at the Latest Practicable Date and has not held any directorship in other listed public companies in the past three years.

— 10 —

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr So does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO. There is no service contract entered into between the Company and Mr So. Mr So has not been appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Company’s Articles of Association. For the year ended 31 December 2013, the aggregate director’s remuneration of Mr So for acting as an Independent Non-executive Director of the Company was HK$250,000, such amount being determined from time to time by the Board with reference to the prevailing market conditions.

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

1. Mr Li Jin Hua , aged 51, acted as a Non-executive Director of the Company from April to 12 August 2009, and has been re-designated as an Executive Director of the Company following his appointment as Deputy General Manager of the Company on 13 August 2009. He has subsequently been appointed as the General Manager of the Company since 16 June 2010. Mr Li is a member of the Executive Committee and the Remuneration Committee of the Company. Mr Li is a university graduate and holds a Master’s Degree in Business Administration. He is a Senior Economist and Senior Engineer in Mainland China, and has been engaged in industrial investment, project development and corporate management for a substantial period of time. He has extensive experience in corporate management and investment, development and construction. He has previously assumed the positions of Deputy General Manager of Fujian Raw Materials United Development Company, General Manager of Zhong Min Leasing Company, General Manager of Fujian Hongfa Economic Development Company, Deputy General Manager of CNOOC Fujian Gas Power Co., Ltd., and Deputy General Manager of the Planning and Development Department and General Manager of the Gas Department of Fujian Investment & Development Corporation. He is currently a director of Xiamen International Bank.

Mr Li is the Chairman of Min Xin Insurance Company Limited and the Chairman and General Manager of Fujian Minxin Investments Co., Ltd. He is also a director of certain other subsidiaries of the Company, which include Min Xin Properties Limited, Take Chance Company Limited, Dorfine Development Limited, Min Xin (Nominee) Limited, Min Xin (China) Investment Limited and Thousand Limited. Save as disclosed above, Mr Li does not hold any position with the Company or any of its subsidiaries at the Latest Practicable Date and has not held any directorship in other listed public companies in the past three years.

Mr Li is a director of both Vigour Fine Company Limited and Samba Limited, both of which are substantial shareholders of the Company. Save as disclosed above, Mr Li does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company.

— 11 —

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr Li does not have any interests in the Shares within the meaning of Part XV of the SFO. There is no service contract entered into between the Company and Mr Li. Mr Li has not been appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Company’s Articles of Association. For the year ended 31 December 2013, the amount of fees and emoluments of Mr Li for acting as a Director and the General Manager of the Company were HK$60,000 and HK$1,195,913 respectively, such amount being determined from time to time by the Board with reference to the prevailing market conditions and his job responsibilities.

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

1. Mr Liu Cheng , aged 53, has been appointed as a Non-executive Director of the Company since June 2013. Mr Liu is an Economist in Mainland China. He has extensive experience in investment management, corporate management and logistics management. He has previously assumed the positions of Assistant General Manager and Deputy General Manager of Fujian Zhong Min International Trade Development Company, General Manager of Fujian Zhi He Trading Co., Ltd., director of the preparatory group for Fujian Zhong Min Natural Gas Vehicle Filling Station, leader of the preparatory group for the urban natural gas project, General Manager of CNOOC Fujian Gas Co., Ltd., and General Manager of the Gas Investment and Management Division of Fujian Investment & Development Group Co., Ltd.

Save as disclosed above, Mr Liu does not hold any position with the Company or any of its subsidiaries at the Latest Practicable Date and has not held any directorship in other listed public companies in the past three years.

Mr Liu is currently the General Manager of the Energy Investment and Management Division of Fujian Investment & Development Group Co., Ltd., and a director of Vigour Fine Company Limited, both of which are substantial shareholders of the Company. Save as disclosed above, Mr Liu does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr Liu does not have any interests in the Shares within the meaning of Part XV of the SFO. There is no service contract entered into between the Company and Mr Liu. Mr Liu has not been appointed for a specific term but will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Company’s Articles of Association. For the year ended 31 December 2013, the aggregate director’s remuneration of Mr Liu for acting as a Director of the Company was HK$34,027, such amount being determined from time to time by the Board with reference to the prevailing market conditions.

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

— 12 —

NOTICE OF ANNUAL GENERAL MEETING

==> picture [82 x 48] intentionally omitted <==

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of members of Min Xin Holdings Limited (the “Company”) will be held at Aberdeen Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 12 June 2014 at 3:00 p.m. for the following purposes:

As Ordinary Business:

1. To receive and consider the audited Financial Statements and the Reports of the Board of Directors and the Auditor for the year ended 31 December 2013.

2. To declare a final dividend.

3. (a) To re-elect Mr Weng Ruo Tong as Director.

4. (b) To re-elect Mr So Hop Shing as Director.

5. (c) To re-elect Mr Li Jin Hua as Director.

6. (d) To re-elect Mr Liu Cheng as Director.

7. To authorise the Board of Directors to fix the Directors’ remuneration.

8. To appoint Auditor and to authorise the Board of Directors to fix the Auditor’s remuneration.

As Special Business:

1. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

2. (A) “ THAT:

   • (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to

— 13 —

NOTICE OF ANNUAL GENERAL MEETING

repurchase its own shares in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares in issue on the date 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 earlier 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 Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “Companies Ordinance”) to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the members in general meeting of the Company.”

(B) “ 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 additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approvals in paragraphs (a) and (b) above, otherwise than pursuant to (i) a rights issue (as hereinafter defined); or (ii) any scrip dividend scheme or similar arrangements providing for the allotment of the shares of the Company in lieu of the whole or a part of a dividend of such shares, shall not exceed 20% of the total number of shares in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

— 14 —

NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier 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 Companies Ordinance to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the members in general meeting of the Company.

“rights issue” means an offer of the shares, or offer or issue of warrants or options to subscribe for shares, open for a period fixed by the Directors to holders of shares, or any class of shares, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlement or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• (C) “ THAT the unconditional general mandate granted to the Directors to allot shares referred to in Resolution No.6(B) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares which may be allotted or agreed to be allotted by the Directors pursuant to such unconditional general mandate of the aggregate number of shares repurchased by the Company under the authority granted pursuant to Resolution No.6(A) set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10% of the aggregate total number of shares in issue at the date of this Resolution.”

By Order of the Board Ling Kwok Kwong Company Secretary

Hong Kong, 30 April 2014

— 15 —

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member entitled to attend and vote is entitled to appoint one or two proxies to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company.

• (2) The instrument appointing a proxy must be signed by a member or his attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorised in writing.

• (3) To be valid, the instrument appointing a proxy and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof.

• (4) For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 10 June 2014 to Thursday, 12 June 2014, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 June 2014.

• (5) For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 19 June 2014 to Friday, 20 June 2014, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 18 June 2014.

• (6) In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the meeting, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

— 16 —