XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — AGM Information 2014

Apr 9, 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Carry Wealth Holdings Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or the 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 the transferee.

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

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RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Carry Wealth Holdings Limited to be held on 28 May 2014 at 10: 00 a.m. at 2908, 29th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong is set out on pages 12 to 15 of this circular. A proxy form for use by the Shareholders at the annual general meeting is enclosed. If you do not intend to attend and vote at the annual general meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the annual general meeting or adjourned meeting or, in the case of a poll taken subsequently to the date of the annual general meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll. Such proxy form for use at the annual general meeting is also published on HKExnews website (www.hkexnews.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so wish.

10 April 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3. General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . .	4
4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Details of retiring directors proposed for re-election . . . . . . . . . . . . . . .	6
Appendix II — Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

‘‘Annual General	the annual general meeting of the Company to be held on 28 May
Meeting’’	2014 at 10: 00 a.m. at 2908, 29th Floor, Enterprise Square Three,
	39 Wang Chiu Road, Kowloon Bay, Hong Kong or any
	adjournment thereof
‘‘associate’’	has the meaning ascribed thereto under the Listing Rules
‘‘Board’’	the board of Directors
‘‘Bye-laws’’	the existing bye-laws of the Company
‘‘Company’’	Carry Wealth Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares of which are listed
	on the main board of the Stock Exchange
‘‘connected person’’	has the meaning ascribed thereto under the Listing Rules
‘‘Director(s)’’	the director(s) of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Latest Practicable	7 April 2014, being the latest practicable date prior to the
Date’’	printing of this circular for ascertaining certain information
	contained herein
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
‘‘Shareholder(s)’’	the holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	the Codes on Takeovers and Mergers and Share Buy-backs
‘‘HK$’’	Hong Kong dollar, the lawful currency of Hong Kong
‘‘%’’	per cent

– 1 –

LETTER FROM THE BOARD

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Executive Directors:

Mr Li Haifeng (Chairman) Mr Lee Sheng Kuang, James (Managing Director) Mr Huang Xuxian, Flynn Mr Tang Chak Lam, Charlie

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors: Mr Chen Zhongfa Mr Tong Tang, Joseph Mr Yau Wing Yiu

Principal Place of Business: 2908, 29th Floor Enterprise Square Three 39 Wang Chiu Road Kowloon Bay Hong Kong

10 April 2014

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of the Directors; and (ii) the grant of general mandates to issue and repurchase Shares. A notice of the Annual General Meeting is set out on pages 12 to 15 of this circular.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely Mr Li Haifeng, Mr Lee Sheng Kuang, James (‘‘Mr Lee’’), Mr Huang Xuxian, Flynn and Mr Tang Chak Lam, Charlie being the executive Directors; and Mr Chen Zhongfa, Mr Tong Tang, Joseph (‘‘Mr Tong’’) and Mr Yau Wing Yiu (‘‘Mr Yau’’), being the independent non-executive Directors.

In accordance with Bye-law 86(2) of the Bye-laws, the Directors shall have the power from time to time and at any time to appoint any person as a director either to fill a casual vacancy in the Board or, subject to authorisation by the members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in general meeting. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

Pursuant to the above, Mr Tong shall retire from office at the Annual General Meeting and, being eligible, will offer himself for re-election.

Pursuant to Bye-law 87 of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Pursuant to Bye-law 87 of the Bye-laws, Mr Lee and Mr Yau shall retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for reelection.

Mr Tong and Mr Yau continue to contribute effectively and are committed to their roles. The Board assessed and reviewed their annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and affirmed that Mr Tong and Mr Yau remained independent. Accordingly, the Board recommends Mr Tong and Yau to stand for election as independent non-executive directors at the Annual General Meeting.

Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (based on the information available as at the Latest Practicable Date, the maximum number of Shares to be issued will be 160,622,400); (ii) to repurchase Shares which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution; and (iii) to add to the general mandate so granted to the Directors under item (i) to issue any Shares representing the aggregate nominal amount of the Shares repurchased by the Company, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution.

The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 28 May 2013 will lapse at (i) the conclusion of the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (iii) the revocation or variation by ordinary resolution of Shareholders in general meeting, whichever is the earliest. In this regard, resolutions nos. 4 to 6 set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to renew the mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to issue and repurchase any Shares pursuant to the mandates.

An explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the proposed general mandate to repurchase the Shares, is set out in Appendix II to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution.

4. ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 12 to 15 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the reelection of the Directors and the grant of general mandates to issue and repurchase Shares.

A proxy form for the Annual General Meeting is enclosed. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or, in the case of a poll taken subsequently to the date of the Annual General Meeting, not less than 24 hours before the time appointed for the taking of the poll. Such proxy form for use at the Annual General Meeting is also published on HKExnews website (www.hkexnews.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll on each of the resolutions set out in the notice of the Annual General Meeting pursuant to Bye-law 66 of the Bye-laws.

After the closure of the Annual General Meeting, the poll results will be published on the Company’s website (www.carrywealth.com) and HKExnews website (www.hkexnews.hk).

5. RECOMMENDATION

The Directors are of the opinion that the proposals for the re-election of the Directors and the grant of general mandates to issue and repurchase Shares are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

Yours faithfully, For and on behalf of the Board Lee Sheng Kuang, James Managing Director

– 5 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr Lee, aged 67, is a founder of the Group and the Managing Director of the Company. Mr Lee is responsible for all day-to-day corporate management matters. He is also responsible for planning and developing the Group’s strategy. Mr Lee has over thirty years of experience in the manufacture and distribution of apparel products.

Mr Lee has entered into a service contract with the Company for a term of three years commenced from 1 January 2012, which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Lee was entitled to have the director’s emoluments amounted to approximately HK$3,214,000 for the year ended 31 December 2013 and all of his emoluments have been covered by his service contract. The emoluments of Mr Lee are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date within the meaning of Part XV of the SFO, Mr Lee had personal interest in subscription for 3,176,471 Shares in respect of share options granted under the share option scheme adopted by the Company on 22 May 2012.

Mr Lee does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Lee, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr Tong, aged 54, was appointed as an independent non-executive director in July 2013 and is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. He has over 28 years of experience in the financial services industry. He is currently an executive director of Sun Hung Kai & Co. Limited (‘‘SHK’’), a company listed on the Main Board of the Stock Exchange, the Chief Executive Officer of the Capital Markets and Institutional Brokerage of SHK. He was the Group Chief Operating Officer of SHK and previously held senior positions with a number of international banks and financial institutions, including ABN AMRO Bank, CCIC Finance Limited, Bain & Co. Securities Limited and Bali International Finance Limited. Mr Tong is also an independent director of Jih Sun Financial Holding Co., Ltd (and two of its subsidiaries), the shares of which are listed on the Gre Tai Securities Market (GTSM) in Taiwan. Mr Tong has a Bachelor’s Degree in Social Sciences from the University of Hong Kong and a Master’s Degree in Business Administration from the Chinese University of Hong Kong, and is a fellow member of the Association of Chartered Certified Accountants.

Mr Tong has entered into a service contract with the Company for a period of three years commenced from 4 July 2013 which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Tong was entitled to have the director’s emoluments amounted to HK$59,000 for the year ended 31 December 2013 and all of his emoluments have been covered by his service contract. The emoluments of Mr Tong are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, Mr Tong did not have interests in any Shares within the meaning of Part XV of the SFO.

Mr Tong does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Tong, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr Yau, aged 47, was appointed as an independent non-executive director in July 2011 and is the Chairman of the Audit Committee, a member of the Remuneration Committee and Nomination Committee of the Company. He has extensive experience in financial management, corporate finance and investment. Mr Yau was the partner and Chief Financial Officer of AID Partners Capital Limited which is a private equity investment fund. Mr Yau also worked for various listed companies in Hong Kong and overseas and a number of international investment banks. He served as an executive director of China Strategic Holdings Limited whose shares are listed on the main board of the Stock Exchange for the period from December 2009 to January 2013. He was an independent nonexecutive director of HanKore Environment Tech Group Limited whose shares are listed on the Singapore Exchange Securities Trading Limited and is currently its executive director and chief financial officer. Mr Yau is an associate member of American Institute of Certified Public Accountant and an associate member of Hong Kong Institute of Certified Public Accountant. He holds a Master Degree of Business Administration in Finance from The Hong Kong University of Science and Technology, Graduate School of Business and a BA (Hons) in Business Studies from The City University of Hong Kong.

Mr Yau has entered into a service contract with the Company for a term of three years commenced from 6 July 2011, which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Yau was entitled to have the director’s emoluments amounted to approximately HK$337,000 for the year ended 31 December 2013 and all of his emoluments have been covered by his service contract. The emoluments of Mr Yau are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr Yau had personal interest in subscription for 1,588,235 Shares in respect of share option granted under the share option scheme adopted by the Company on 22 May 2012.

Mr Yau does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Yau, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the mandate to repurchase Shares (‘‘Repurchase Mandate’’).

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 803,112,000 Shares.

Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased prior to 28 May 2014, being the date of the Annual General Meeting, could accordingly result in up to a maximum of 80,311,200 Shares being repurchased by the Company during the course of the period from 28 May 2014 to the earliest of (i) the date of the 2015 annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by law; and (iii) the date upon which such authority is revoked or varied.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Directors to purchase Shares in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such a purchase will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with all applicable laws of Bermuda and the Company’s memorandum of association and Bye-laws.

On the basis of the consolidated financial position of the Company as at 31 December 2013 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate to repurchase Shares might have a material adverse impact on the working capital position of the Company as compared with its position as at 31 December 2013. No purchase would be made in circumstances that might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements) unless the Directors considered that such purchases were in the best interests of the Company notwithstanding such material adverse impact.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

SHARE PRICES AND REPURCHASED SHARES

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

	Highest	Lowest
	HK$	HK$
2013
April	0.450	0.400
May	0.620	0.417
June	0.733	0.477
July	0.687	0.480
August	0.727	0.573
September	0.900	0.660
October	1.000	0.627
November	0.773	0.560
December	0.600	0.507
2014
January	0.670	0.513
February	0.830	0.570
March	0.730	0.435
April (up to the Latest Practicable Date)	0.660	0.540

The Company has not made any purchase of Shares (whether on the Stock Exchange or otherwise) in the previous six months.

EFFECT OF THE TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code, according to Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, Dragon Peace Limited (‘‘DPL’’) was interested in 404,944,690 Shares, representing approximately 50.42% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of DPL in the Company would be increased to approximately 56.02% of the issued share capital of the Company. Such increase will not trigger any mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

– 10 –

APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

CONNECTED PERSONS

No persons who are connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to do so, if the Repurchase Mandate is approved.

DIRECTORS

None of the Directors or, to the best of their knowledge and having made all reasonable enquiries, their respective associates have any present intention, if the Repurchase Mandate is approved, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that they would exercise the power of the Company to make purchases pursuant to the proposed ordinary resolution in accordance with the Listing Rules and the applicable laws of Bermuda, the jurisdiction in which the Company is incorporated.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

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NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Carry Wealth Holdings Limited (the ‘‘Company’’) will be held on 28 May 2014 at 10: 00 a.m. at 2908, 29th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong for the following purposes:

1. To receive and adopt the audited financial statements and report of the directors and the independent auditor’s report for the year ended 31 December 2013.

2. To re-elect the following retiring directors of the Company:

3. (i) Mr Lee Sheng Kuang, James as an executive director;

4. (ii) Mr Tong Tang, Joseph as an independent non-executive director;

5. (iii) Mr Yau Wing Yiu as an independent non-executive director.

6. To re-appoint auditor for the ensuing year and to authorise the board of directors to fix the auditor’s remuneration.

7. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (A) subject to paragraph 4(C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot and issue additional shares in the share 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 4(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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NOTICE OF ANNUAL GENERAL MEETING

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph 4(A), otherwise than (i) pursuant to a Rights Issue or (ii) on the exercise of the options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company in force from time to time, shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing 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 law to be held; and

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

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to holders of shares, or any class of shares, whose names appear on the Company’s register of members 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 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).’’

1. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (A) subject to paragraph 5(C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital of the Company subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph 5(A) shall be in addition to any other authorisation given to the directors of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (C) the aggregate nominal amount of the shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the directors of the Company pursuant to the approval in paragraph 5(A) during the Relevant Period, shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the authority pursuant to paragraph 5(A) 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 law to be held; and

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

• To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

‘‘THAT conditional upon the passing of the ordinary resolutions as set out in paragraphs 4 and 5, the general mandate granted to the directors pursuant to paragraph 4 shall be extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted in paragraph 5, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.’’

By order of the Board Kung Yuk Lan Company Secretary

Hong Kong, 10 April 2014

Principal Place of Business:

2908, 29th Floor Enterprise Square Three 39 Wang Chiu Road Kowloon Bay Hong Kong

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from 26 May 2014 to 28 May 2014 (both days inclusive) during which period no transfer of share(s) will be effected. In order to be entitled to attend and vote at the 2014 annual general meeting of the Company, all transfer of share(s), accompanied by the relevant share certificate(s) with the completed transfer form(s) either overleaf or separately, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on 23 May 2014.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote, on a poll, on his/her behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

3. At the meeting, the chairman of the meeting will exercise his power under Bye-law 66 of the bye-laws of the Company to put each of the above resolutions to the vote by poll.

4. In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or adjourned meeting as the case may be or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll.

5. Delivery of a proxy form shall not preclude a member from attending and voting in person at the meeting and in such event, the proxy form shall be deemed to be revoked.

As at the date hereof, the board of directors of the Company comprises Mr Li Haifeng (Chairman), Mr Lee Sheng Kuang, James (Managing Director), Mr Huang Xuxian, Flynn and Mr Tang Chak Lam, Charlie, being executive directors; and Mr Chen Zhongfa, Mr Tong Tang, Joseph and Mr Yau Wing Yiu, being independent non-executive directors.

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