Weiye Holdings Limited — Proxy Solicitation & Information Statement 2018

Mar 26, 2018

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WEIYE 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, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited, 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.

(Company Registration No.198402850E) (Incorporated in the Republic of Singapore with limited liability) (Singapore stock code: BMA) (Hong Kong stock code: 1570)

RENEWAL OF GENERAL MANDATE TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at held at Paprika Meeting Room, 5th floor, Novotel Singapore Clarke Quay Hotel, 177A River Valley Road, Singapore 179031 on Monday, 30 April 2018 at 10.00 a.m. is set out on pages 10 to 13 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Singapore principal share registrar and transfer office, RHT Corporate Advisory Pte. Ltd., at 9 Raffles Place #29-01, Republic Plaza Tower 1, Singapore 048619 (for Singapore Shareholders) or the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

* For identification purposes only

26 March 2018

CONTENTS

	Page
DEFINITIONS.....................................................................................................................................	3
LETTER FROM THE BOARD............................................................................................................	4-7
APPENDIX I – DETAILS OF THE DIRECTORS TO BE RE-ELECTED............................................	8-9
NOTICE OF ANNUAL GENERAL MEETING....................................................................................	10-13

2

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 Paprika
	Meeting Room, 5th foor, Novotel Singapore Clarke Quay Hotel, 177A
	River Valley Road, Singapore 179031 on Monday, 30 April 2018
	at 10.00 a.m., for the purpose of considering and if appropriate to
	approve the resolutions contained in the notice of the meeting which is
	set out on pages 10 to 13 of this Circular, or any adjournment thereof
“Constitution”	the Constitution of the Company as amended, modified or
	supplemented form time to time
“Board”	the Board of Directors
“Companies Act”	the Companies Act (Chapter 50) of Singapore as amended, modifed
	and supplemented from time to time
“Company”	WEIYE HOLDINGS LIMITED, a company incorporated in Singapore
	with limited liability, the Shares of which are listed on the Mainboard of
	SGX-ST and the Main Board of the SEHK
“Director(s)”	the director(s) of the Company
“General Mandate”	a general and unconditional mandate to allot, issue or deal with
	Shares subject to and in accordance with the terms of the mandate
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on the SEHK
“Latest Practicable Date”	19 March 2018, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information in this circular
“Listing Manual”	the listing manual of the SGX-ST, as amended, modified or
	supplemented from time to time
“Memorandum”	the memorandum of association of the Company as amended,
	modifed and supplemented from time to time
“PRC”	People’s Republic of China
“SEHK”	The Stock Exchange of Hong Kong Limited
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGX-ST”	Singapore Exchange Securities Trading Limited
“Share(s)”	share(s) of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“S$” and “cents”	Singapore dollars and cents, respectively
“%”	per cent.

3

LETTER FROM THE BOARD

(Incorporated in the Republic of Singapore with limited liability) (Hong Kong stock code: 1570) (Singapore stock code: BMA)

Executive Directors:

Mr. Zhang Wei (張偉) Mr. Chen Zhiyong (陳志勇)

Registered office: 100H Pasir Panjang Road #01-01 OC@Pasir Panjang Singapore 118524

Non-executive Director:

Headquarters and principal place of business in the PRC:

Mr. Dong Xincheng (董心誠) 19th Floor, Block A, Weiye International Buildings Cross of East Jinshui Road and Jinxiu Road Zhenghou Ciy, Henan Province, the PRC

Independent non-executive Directors:

Principal place of business in Hong Kong:

Mr. Ong Kian Guan (王建源) Unit 912, 9/F Mr. Oh Eng Bin (胡榮明) Two Harbourfront Mr. Siu Man Ho Simon (蕭文豪) 22 Tak Fung Street Hunghom, Kowloon Hong Kong

26 March 2018

To: the Shareholders of the Company

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATE TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the renewal of general mandates to allot, issue and deal with the Shares, and the re-election of Directors.

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the renewal of the General Mandate and (ii) the re-election of Directors.

* For identification purposes only

4

LETTER FROM THE BOARD

2. RENEWAL OF GENERAL MANDATES

An ordinary resolution as set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting, pursuant to Section 161 of the Companies Act and the Listing Manual and the Hong Kong Listing Rules, to seek the approval of the Shareholders to authorise and empower the Directors to:

• (a) (i) issue Shares in the Company, whether by way of rights, bonus or otherwise; and/or

• (ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued during the continuance of such authority or thereafter, including but not limited to the creation and issue (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Board may, in their absolute discretion, deem fit; and

• (b) issue Shares in pursuance of any Instrument made or granted by the Board while such authority was in force (notwithstanding that such issue of the Shares pursuant to the Instruments may occur after the expiration of the authority contained in this Resolution);

provided always, that subject to any applicable regulations as may be prescribed by the SGX-ST and the SEHK,

• (1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the issued shares in the capital of the Company (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below) of which the aggregate number of Shares to be issued other than on a pro-rata basis to Shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

• (2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of issued Shares shall be based on the number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

• (aa) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

• (bb) any subsequent consolidation or subdivision of Shares;

• (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST as amended from time to time (unless such compliance has been waived by the SGX-ST), the Hong Kong Listing Rules as amended from time to time (unless such compliance has been waived by the SEHK) and the Constitution of the Company; and

• (4) unless revoked or varied by the Company in general meeting, such authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

5

LETTER FROM THE BOARD

Notwithstanding the above, it must be noted that the Hong Kong Listing Rules provide that the general mandate obtained from Shareholders in general meeting shall be subject to a restriction that the aggregate number of Shares allotted or agreed to be allotted under the general mandate must not exceed 20% of the existing issued share capital of the Company. The Company will comply with the requirements under the Hong Kong Listing Rules or the Listing Manual for matters relating to the general mandate, whichever is more onerous.

As at the Latest Practicable Date, the Company had 196,133,152 Shares in issue and the maximum number of Shares that can be issued other than on a pro-rata basis to the Shareholders is 39,226,630 Shares, being 20% of the Shares in issue (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant Resolution).

The grant of the General Share Issue Mandate will provide flexibility to the Directors to issue new Shares when it is in the interest of the Company.

3. RE-ELECTION OF DIRECTORS

In accordance with the Regulation 97 of the Constitution of the Company, Mr. Zhang Wei and Mr. Ong Kian Guan will retire from their respective offices as Director at the Annual General Meeting and being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Zhang Wei as an executive Director and Mr. Ong Kian Guan as an independent non-executive Director. The biographical details of such re-electing Directors as required to be disclosed under the Hong Kong Listing Rules are set out in Appendix I to this circular.

4. ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at Paprika Meeting Room, 5th floor, Novotel Singapore Clarke Quay Hotel, 177A River Valley Road, Singapore 179031 on Monday, 30 April 2018 at 10.00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions set out in the notice of the Annual General Meeting as set out on pages 10 to 13 of this circular.

A form of proxy for use in connection with the Annual General Meeting is enclosed herewith. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Singapore principal share registrar and transfer office, RHT Corporate Advisory Pte. Ltd., at 9 Raffles Place #29-01, Republic Plaza Tower 1, Singapore 048619 (for Singapore Shareholders) or the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, voting by the Shareholders at the Annual General Meeting will be by poll, except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which related purely to a procedural or administrative matter to be voted by a show of hands.

6

LETTER FROM THE BOARD

5. 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 Group. 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 contained herein or this circular misleading.

6. RECOMMENDATION

The Directors (including all the independent non-executive Directors) consider that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

7. GENERAL INFORMATION

Your attention is drawn to the information set out in Appendix I to this Circular.

Yours faithfully By Order of the Board

Zhang Wei

Executive Chairman and Chief Executive Officer

7

APPENDIX I – DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Zhang Wei

Mr. Zhang Wei (張偉), aged 48, is chairman of the Board, chief executive officer of the Company and an executive Director. He is responsible for the Group’s strategic planning and the overall business development decision making.

Mr. Zhang has over 23 years of experience in the real estate industry. He joined Henan Weiye in June 2002 and has been the sole director of Great Spirit since its establishment in 2009. He has been the chairman of the Board since the Reverse Takeover in 2011. Mr. Zhang currently holds certain positions in the members of our Group, namely, director of Great Spirit and Weiye Hong Kong; and the legal representative, executive director and manager of Hongji Property and Hongji Consulting.

From July 1990 to July 1993, he was the operation manager, responsible for the company’s operations, in China Construction No. 7 Engineering Bureau Zhongyuan Property Development Company (中國建 設第七工程局中原房地產開發公司), which principally engaged the business of construction and property development. From July 1993 to March 1994, he was the deputy manager of Henan Xinya Property Co., Ltd. (河南新亞置業有限公司), a company engaged in the business of property development. From March 1994 to August 1998, he was the general manager, and was later promoted to the managing director, responsible for the overall business operation of the company, in Henan Xinfeng Property Co., Ltd.* (河南 新豐置業有限公司), which engaged in the business of property development.

Mr. Zhang was certified as an economist by Henan Province Science Committee* (河南省科技委員會) in November 1996. He obtained a Masters in Business Administration from Macau University of Science and Technology (澳門科技大學) in Macau Special Administrative Region of the PRC in September 2003. Mr. Zhang is the brother-in-law of Mr. Chen Zhiyong, our executive Director and chief operating officer.

Save as disclosed herein, Mr. Zhang does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Zhang was interested in 91,029,648 Shares representing approximately 46.41% of the issued share capital of the Company and had short position in 24,240,256 Shares representing approximately 12.36% of the issued share capital of the Company, within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Zhang has no other interest in the Company which is disclosable under Part XV of the SFO. Mr. Zhang has not held any directorships in other listed public companies in the last three years.

Mr. Zhang entered into a service agreement with our Company on 30 June 2011, pursuant to which he has been appointed as an Executive Director of our Company commencing from 15 August 2011 for an initial period of three (3) years with an automatic extension clause for another three (3) years and subject to retirement for re-election by our Shareholders pursuant to the Consitution, with an annual basic salary of S$300,000 subject to any increment as recommended by the remuneration committee. The annual basic salary of Mr. Zhang has been revised to RMB 2,350,000 commencing from 1 July 2016. On 14 August 2017, Mr. Zhang entered into a new service agreement with our Company, pursuant to which he has been continue appointed as an Executive Director of our Company commencing from 15 August 2017 for an initial period of three (3) years with an automatic extension clause for another three (3) years and subject to retirement for re-election by our Shareholders pursuant to the Constitution, with an annual basic salary of RMB 2,350,000 subject to any increment as recommended by the remuneration committee.

Mr. Ong Kian Guan

Mr. Ong Kian Guan (王建源), aged 50, is our independent non-executive Director and lead-independent Director.

Mr. Ong has been an audit partner of Baker Tilly TFW LLP since October 2005, where he provides audit services.

8

APPENDIX I – DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Ong currently holds directorships in the following listed companies:

Name of the company China XLX Fertiliser Ltd Alliance Mineral Assets Limited IAG Holdings Limited RMH Holdings Limited Serrano Limited	Listing venue Main Board, Stock Exchange Catalist, SGX-ST GEM, Stock Exchange GEM, Stock Exchange Main Board, SGX-ST	Stock Code 1866 40F 8513 8437 40R	Title Independent non- executive director Independent director Independent non- executive director Independent non- executive director Lead independent director	Date of commencement of service
				11 May 2007 20 June 2014 19 December 2017 22 September 2017 10 October2014

In the three years immediately preceding the Latest Practicable Date, Mr. Ong held directorships in the following listed companies:

Name of the company China Haida Limited Asia Fashion Holdings Ltd. China Animal Healthcare Ltd	Listing venue Main Board, SGX-ST Main Board, SGX-ST Main Board, Stock Exchange	Stock Code C92 GH3 940	Title Independent director Independent director Independent non- executive director	Period
				27 October 2006 to 28 April 2015 31 July 2013 to 27 March 2014 31 December 2007 to 3 June 2014

Mr. Ong was admitted as a fellow of the Institute of Singapore Chartered Accountants in January 2010. He obtained a Bachelor’s degree in accountancy from Nanyang Technological University in Singapore in May 1992.

There is no service contract entered into between Mr. Ong and the Company and his remuneration is determined by the Board. Mr. Ong received an emolument of approximately S$ 55,000 per year.

Other disclosure pursuant to Rule 13.51(2) of the Hong Kong Listing Rules

Save as disclosed above, each of our Directors confirms with respect to him that he (i) did not hold other positions in our Company or members of our Group as of the Latest Practicable Date; (ii) had no other relationship with any Directors, senior management or substantial or Controlling Shareholders of our Company as of the Latest Practicable Date; (iii) did not hold any other directorships in the three years immediately preceding the Latest Practicable Date in any public companies of which the securities are listed on any securities market in Hong Kong and/or overseas; and (iv) there are no other matters concerning our Directors’ appointment that need to be brought to the attention of our Shareholders and the SEHK or shall be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules. As of the Latest Practicable Date, save as the interests of our Directors in the Shares which are disclosed in the section headed “Appendix VI – Statutory and General Information – Further Information about Directors and Substantial Shareholders” in this listing document, each of our Directors did not have any interest in the Shares within the meaning of Part XV of the SFO.

9

NOTICE OF ANNUAL GENERAL MEETING

(Company Registration No. 198402850E)

(Incorporated in Singapore with limited liability) (Singapore stock code: BMA) (Hong Kong stock code: 1570)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of Weiye Holdings Limited (“ Company ”) will be held at Paprika Meeting Room, 5th floor, Novotel Singapore Clarke Quay Hotel, 177A River Valley Road, Singapore 179031, on Monday, 30 April 2018 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements and Directors’ Statement of the Company the financial year ended 31 December 2017 together with the Auditors’ Report thereon.

2. (Resolution 1)

3. To approve the payment of Directors’ fees of S$195,000 for the financial year ending 31 December 2018, to be paid quarterly in arrears. (2017: S$195,000)

(Resolution 2)

1. To re-elect the following Directors of the Company retiring pursuant to Regulation 97 of the Constitution of the Company:

Mr. Zhang Wei (Resolution 3) Mr. Ong Kian Guan (Resolution 4)

[See Explanatory Note (i)]

1. To re-appoint Messrs KPMG LLP, Certified Public Accountants, as the Auditors of the Company and to authorise the Board of Directors of the Company to fix their remuneration.

(Resolution 5)

1. To transact any other ordinary business which may properly be transacted at an AGM.

* For identification purposes only

10

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

6. General Mandate

“That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, Rule 806 of the Listing Manual (“ Listing Manual ”) of the Singapore Exchange Securities Trading Limited (“ SGXST ”) and the Rules (“ Hong Kong Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ SEHK ”), the Directors of the Company be authorised and empowered to:

• (a) (i) issue shares in the Company (“ shares ”) whether by way of rights, bonus or otherwise; or

• (ii) convertible securities; or

• (iii) additional convertible securities arising from adjustments made to the number of convertible securities previously issued in the event of rights, bonus or capitalisation issues; or

• (iv) shares arising from the conversion of convertible securities,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

• (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

(“ Share Issue Mandate ”)

provided that:

• (1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

• (2) (subject to such calculation as may be prescribed by the SGX-ST and the SEHK) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

• (a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;

• (b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and

• (c) any subsequent consolidation or subdivision of shares;

11

NOTICE OF ANNUAL GENERAL MEETING

• (3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual and the Hong Kong Listing Rules for the time being in force (unless such compliance has been waived by the SGX-ST and the SEHK) and the Constitution of the Company; and

• (4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments.

(Resolution 6)

[See Explanatory Note (ii)]

By Order of the Board

Shirley Tan Sey Liy Man Yun Wah Company Secretaries

Singapore, 26 March 2018

Explanatory Notes:

• (i) Mr. Ong Kian Guan will, upon re-election as Director of the Company, remain as the Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee and will be considered independent pursuant to Rule 704(8) of the Listing Manual and Rule 3.13 of the Hong Kong Listing Rules.

• (ii) Resolution 6, if passed, will empower the Directors of the Company from the date of the AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, fifty per centum (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to twenty per centum (20%) may be issued other than on a pro rata basis to existing shareholders of the Company.

For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.

Notes:

1. A Member of the Company (other than a Relevant Intermediary*) entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. A Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified.)

3. The instrument appointing a proxy must be deposited at the Company’s share registrar and transfer office in Singapore, RHT Corporate Advisory Pte. Ltd. at 9 Raffles Place #29-01, Republic Plaza Tower 1, Singapore 048619 (for Singapore Shareholders), or at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders) not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof.

12

NOTICE OF ANNUAL GENERAL MEETING

1. To ascertain the members’ entitlement to attend and vote at the AGM, the register of members will be closed from Wednesday, 25 April 2018 to Monday, 30 April 2018, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 24 April 2018.

2. A Relevant Intermediary is:

3. (a) a banking corporation licensed under the Banking Act (Chapter 19) of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or

4. (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Chapter 289) of Singapore and who holds shares in that capacity; or

5. (c) the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36) of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

PERSONAL DATA PRIVACY

Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/ or guidelines (collectively, “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/ or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

As at the date of this notice, the executive directors of the Company are Zhang Wei and Chen Zhiyong; the non-executive director of the Company is Dong Xincheng; and the independent non-executive directors of the Company are Ong Kian Guan, Oh Eng Bin and Siu Man Ho Simon.

13