Weiye Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 28, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 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.

CULTURE LANDMARK INVESTMENT LIMITED 文化地標投資有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

Directors: Cheng Yang (Chairman) Zheng Yuchun Liu Yu Mo Li Weipeng Tong Jingguo Yang Rusheng So Tat Keung*

Principal Office: Rooms 2501-05, 25th Floor China Resources Building 26 Harbour Road Wanchai Hong Kong

• Independent non-executive directors

29th July, 2011

To the shareholders

Dear Sir or Madam,

PROPOSALS RELATING TO

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

INTRODUCTION

At the annual general meeting of Culture Landmark Investment Limited (the “Company”) for the year ended 31st March, 2011, resolutions will be proposed to grant to the directors of the Company general mandates to issue and repurchase shares of the Company.

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The purpose of this circular is to give you further details of the abovementioned proposals and notice of the annual general meeting of the Company for the year ended 31st March, 2011 (the “AGM”). In compliance with the Listing Rules of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), this circular also contains the explanatory statement and gives all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares, together with particulars of the directors proposed to be re-elected at the AGM.

GENERAL MANDATE TO ISSUE SHARES

At the AGM an ordinary resolution will be proposed to grant a general mandate to the directors of the Company to allot, issue and dispose of shares of the Company not exceeding 20 per cent. of the issued share capital of the Company to provide flexibility to the Company to raise fund by issue of shares efficiently. On 25th July, 2011 (the “Latest Practicable Date”), being the latest practicable date prior to printing of this circular, there were in issue an aggregate of 11,975,340,940 shares of HK$0.05 each of the Company (“Shares”). On the assumption that no Share will be issued prior to the AGM, exercise in full of the mandate could result in up to 2,395,068,188 Shares being issued by the Company.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will also be proposed that the directors be given a general mandate to exercise all powers of the Company to repurchase issued and fully paid shares of the Company. Under such mandate, the number of shares that the Company may repurchase shall not exceed 10 per cent. of the share capital of the Company in issue on the date of the resolution. The Company’s authority is restricted to purchases made on the Stock Exchange in accordance with the Listing Rules of the Stock Exchange. Based on 11,975,340,940 Shares in issue as at the Latest Practicable Date and on the assumption that no Share will be issued prior to the AGM, exercise in full of the mandate could result in up to 1,197,534,094 Shares being repurchased by the Company. The mandate allows the Company to make or agree to make purchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.

The directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases may enhance the net value of the Company and/or earnings per Share. As compared with the financial position of

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the Company as at 31st March, 2011 (being the date of its latest audited accounts), the directors consider that there would be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period. No purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing ratio of the Company.

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

The directors intend to apply the capital paid up on the relevant Shares or the profit that would otherwise be available for distribution by way of dividend for any purchase of its Shares.

Directors, their associates and connected persons

None of the directors nor, to the best of the knowledge and belief of the directors having made all reasonable enquiries, any of the associates of any of the directors has any present intention, in the event that the proposal is approved by shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules of the Stock Exchange) has notified the Company that he has a present intention to sell Shares to the Company nor has he undertaken not to sell any of the Shares held by him to the Company in the event that the Company is authorised to make purchases of Shares.

Undertaking of the directors

The directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules of the Stock Exchange and all applicable laws of Bermuda, and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

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Effect of Takeovers Code

A repurchase of Shares by the Company may result in an increase in the proportionate interest of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Code”).

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Cheng Yang (together with his wife) and Commotra Company Limited, who held approximately 14.92 per cent. and 11.13 per cent. of the issued share capital of the Company respectively, were the only substantial shareholders holding more than 10 per cent. of the issued share capital of the Company. In the event that the directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, their shareholdings in the Company would be increased to approximately 16.58 per cent. and 12.37 per cent. of the issued share capital of the Company respectively and such increase would not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Code.

Stock Exchange Rules for repurchases of shares

The Listing Rules of the Stock Exchange permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all shares repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, which may be by way of general mandate, or by special resolution in relation to specific transactions.

(b) Source of funds

Repurchases must be funded out of funds legally available for the purpose.

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General

During each of the six months preceding the date of this circular, no Share had been repurchased by the Company.

During each of the previous 12 months, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2010
July	0.275	0.240
August	0.255	0.190
September	0.260	0.210
October	0.260	0.220
November	0.245	0.212
December	0.231	0.193
2011
January	0.218	0.177
February	0.203	0.163
March	0.215	0.173
April	0.202	0.180
May	0.187	0.143
June	0.203	0.120
July (up to Latest Practicable Date)	0.205	0.178

ANNUAL GENERAL MEETING

You will find on pages 10 to 12 of this circular a notice of the AGM to be held at 4:15 p.m. on 29th August, 2011 at Rooms 2501-05, 25th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. Voting at the AGM will be taken by poll.

Resolution no. 4A will be proposed as an ordinary resolution to give a general mandate to the directors to allot, issue and deal with shares of the Company with an aggregate nominal value not exceeding 20 per cent. of the share capital of the Company in issue as at the date of the resolution.

Resolution no. 4B will be proposed as an ordinary resolution to give a general mandate to the directors to make on-market purchases of shares of the Company of up to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the resolution.

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Resolution no. 4C will be proposed as an ordinary resolution to extend resolution no. 4A to include the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors pursuant to resolution no. 4B.

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

RE-ELECTION OF DIRECTORS

Resolutions will be proposed at the AGM for re-election of Messrs. Zheng Yuchun, Liu Yu Mo, Li Weipeng, Yang Rusheng and So Tat Keung as directors according to the Company’s Bye-laws. Their particulars are as follows:

Mr. Zheng Yuchun (“Mr. Zheng”)

Mr. Zheng, aged 45, is an executive director and the deputy chief executive officer of the Company. He has over 10 years of experience in corporate management and investment. Prior to joining the Company in July 2010, he was engaged in the functions of analysis, investment and management in several investment banks and large enterprises in mainland China and Hong Kong, including senior vice president and chief financial officer of Sun Media Investment Holdings Ltd, and chief executive officer of Observer Star (HK) Co. Ltd and Star Newspapers Co. Ltd. Mr. Zheng was an independent director of Shenzhen Tonge (Group) Company Ltd (whose shares are listed in the Shenzhen Stock Exchange) from August 2004 to November 2009. Mr. Zheng graduated from the department of physics of Peking University in 1989 with a bachelor’s degree in science, and graduated from the school of management of Harbin Institute of Technology in 1999 with a master’s degree in business administration. He also graduated from the Faculty of Economics and Finance of the University of Hong Kong in 2004 and obtained a doctor’s degree in philosophy. Mr. Zheng is a member of the CFA Institute and a member of the Hong Kong Society of Financial Analysts.

Mr. Zheng has an employment agreement with the Company. He is not appointed for a specific term but is subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company. His monthly salary is HK$159,000, which is determined with reference to his experience and the prevailing range of remuneration for executive directors of listed companies in Hong Kong.

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As at the Latest Practicable Date, Mr. Zheng held options granted under the share option scheme of the Company to subscribe for a total of 35 million Shares at HK$0.262 per Share.

Mr. Liu Yu Mo (“Mr. Liu”)

Mr. Liu, aged 52, is an executive director and the Vice President of the Company and a director of various subsidiaries of the Company. He is a certified practising accountant (Aust.) and a fellow member of the Hong Kong Institute of Certified Public Accountants, and holds a master of business administration degree. Mr. Liu has over 24 years of experience in management, auditing and accounting. His monthly salary is HK$226,840, which is determined with reference to his experience and contribution to the Company.

As at the Latest Practicable Date, Mr. Liu owned 1,048,000 Shares.

Mr. Liu does not have any written service contract with the Company. He is not appointed for a specific term but is subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company.

Mr. Li Weipeng (“Mr. Li”)

Mr. Li, aged 53, is an executive director of the Company. He had been appointed as the deputy director and director of foreign exchange management office of People’s Bank in Yantai, deputy director in the state administration of foreign exchange business of Port Operations in Qingdao. During the period from June 1994 to July 2007, Mr. Li served as president in Yantai Branch, vice president in Chongqing Branch and president in Shanghai Padong Branch of CITIC Bank (whose shares are listed on the Stock Exchange and Shanghai Stock Exchange); and served as director of Shanghai Hong Yang Culture Media. He was an executive director of Shangdong International Finance Institute; a director of Chongging Finance Institute and a director of Pudong Financial Promotion Association. Mr. Li graduated from Tianjin University in December 1993 with a master’s degrees in business administration.

Mr. Li has a service contract with the Company. He is not appointed for a specific term but is subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company. His monthly salary is HK$120,000, which is determined with reference to his experience and the prevailing range of remuneration for executive directors of listed companies in Hong Kong.

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Mr. Yang Rusheng (“Mr. Yang”)

Mr. Yang, aged 43, an independent non-executive director of the Company, has 16 years of experience in finance, audit and tax. Mr. Yang worked in the financial department of Shenzhen Construction Industry (Group) Co. from July 1993 to October 1994. Thereafter, he had worked in various CPA firms in China, including, as a manager and senior manager in Shenzhen Yongming CPA firm, a director in Shenzhen Guangsheng CPA firm and Shenzhen Youxin CPA firm and a partner of Wanlong Asia CPA Co., Ltd and a director of its Shenzhen Branch. As from October 2009, he has been a partner and vice-president of Crowe Horwath China Certified Public Accountants Co., Ltd. and a director of its Shenzhen Branch. His clients include corporation, public listed companies, state-owned enterprises and financial institutions. Mr. Yang was a member of Shenzhen Certified Public Accountants Ethic Committee and Shenzhen Finance Bureau Certified Public Accountant Responsibility Judge Committee. Currently, he is a vice-president of Institute of Shenzhen Certified Public Accountants, an executive director of Shenzhen Certified Tax Agents Association and a director of The China Certified Tax Agents Association. Mr. Yang graduated from Jinan University in 1993 with a master degree in economics. He is a Chinese Certified Public Accountant and Chinese Certified Tax Agent in China. He had been an independent director of a public listed company, Shenzhen Coship Electronics Co., Ltd., during the period from September 2006 to September 2009. Currently Mr. Yang is an independent director of two public listed companies in China, namely Shenzhen Tianjian (Group) Co., Ltd and Shenzhen SEG Co., Ltd, and an independent director of a public company, Shenzhen Ping An Bank Co. Ltd.

Mr. Yang has entered into a letter of appointment with the Company. He is not appointed for a specific term but is subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company. He receives a director’s fee of HK$10,000 per month, which is determined with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong.

Mr. So Tat Keung (“Mr. So”)

Mr. So, aged 55, an independent non-executive director of the Company, is a solicitor practicing in Hong Kong and a notary public in Hong Kong. Prior to work as a solicitor, he had worked in the construction industry in government departments and private companies during the period from 1978 to 1986. Mr. So was admitted as a solicitor in Hong Kong in 1988. Now he is a consultant in Paul C. W. Tse & Co. Mr. So is a degree holder of Bachelor of Science in Civil Engineering of University of Hong Kong and Bachelor of Law of University of London. He was admitted as a member of The Institution of Civil Engineers in United Kingdom in 1982 and admitted as a member of the Hong Kong Institute of Engineers in 1985.

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Mr. So has entered into a letter of appointment with the Company. He is not appointed for a specific term but is subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company. He receives a director’s fee of HK$10,000 per month, which is determined with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong.

The abovenamed directors do not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above:

• (a) the abovenamed directors did not hold any directorships in other listed public companies in the last three years;

• (b) the abovenamed directors did not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the Latest Practicable Date; and

• (c) the abovenamed directors have confirmed that there is no information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

RECOMMENDATION

The directors consider that the proposed granting of the mandates to issue and repurchase shares of the Company are in the interest of the Company and so recommend you to vote in favour of the relevant resolutions at the AGM. The directors will vote all their shareholdings in favour of such resolutions.

Yours faithfully, By order of the Board

Cheng Yang Chairman

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CULTURE LANDMARK INVESTMENT LIMITED 文化地標投資有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the abovenamed company (the “Company”) will be held at Rooms 2501-05, 25th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on 29th August, 2011 at 4:15 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditor for the year ended 31st March, 2011.

2. To elect directors and to authorise the board of directors to fix their remuneration.

3. To appoint auditor and to authorise the board of directors to fix its remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and 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 power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the directors of the Company 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;

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• (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 a Rights Issue or scrip dividend scheme or similar arrangement of the Company or the exercise of the subscription rights under the share option scheme of the Company shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

• “Relevant Period” means the period from the passing of this resolution until whichever is the 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 Bye-laws of the Company or any applicable law to be held; and

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

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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 recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

• B. “ THAT :

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

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• (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval 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 Bye-laws of the Company or any applicable law to be held; and

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

• C. “ THAT conditional upon resolution no. 4B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 4B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no.4A above.”

By order of the Board Jennifer Cheung Mei Ha Company Secretary

Hong Kong, 29th July, 2011

Principal Office:

Rooms 2501-05, 25th Floor China Resources Building

26 Harbour Road

Wanchai

Hong Kong

Note: A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s principal office in Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

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