China Print Power Group Limited

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Print Power Group Limited (the Company ), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this circular. 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. China Print Power Group Limited (Incorporated in Bermuda with limited liability) (Singapore Stock Code: B3C) (Hong Kong Stock Code: 6828) RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES, PROPOSED REFRESHMENT OF THE LIMIT OF THE SHARE OPTION SCHEME 2011 AND NOTICE OF ANNUAL GENERAL MEETING The notice convening the annual general meeting of the Company ( Annual General Meeting ) to be held at The Singapore Recreation Club, B Connaught Drive, Singapore on Friday, 27 April 2012 at 2:30 p.m. is set out on pages 16 to 20 of this circular. If you are unable to attend the Annual General Meeting, you are requested to complete and return the forms of proxy accompanying this circular in accordance with the instructions printed thereon to the Company s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore (for Singapore Shareholders), or the Company s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish. 26 March 2012

2 CONTENTS Page Definitions Letter from the Board Appendix Details of the Directors to be Re-elected Notice of Annual General Meeting i

3 DEFINITIONS In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings: 2011 Scheme the China Print Power Employee Share Option Scheme adopted on 26 May Scheme Limit the share option scheme limit under the 2011 Scheme adopted by the Shareholders at the special general meeting of the Company held on 26 May 2011, which set out the maximum number of Options that may be granted by the Company to the Eligible Participants, being 10% of the issued share capital of the Company immediately following completion of the dual primary listing on the main board of SEHK Annual General Meeting the annual general meeting of the Company to be held at The Singapore Recreation Club, B Connaught Drive, Singapore on Friday, 27 April 2012 at 2:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 20 of this Circular, or any adjournment thereof Annual Report the annual report of the Company for the financial year ended 31 December 2011 Board the board of Directors Bye-laws bye-laws of the Company as amended, modified or supplemented from time to time CDP The Central Depository (Pte) Limited Companies Act the Companies Act (Chapter 50) of Singapore as amended, modified and supplemented from time to time Company China Print Power Group Limited, a company incorporated in Bermuda with limited liability, whose shares are dual primary listed on The Singapore Exchange Securities Trading Limited and The Stock Exchange of Hong Kong Limited Depositors shall have the meaning ascribed to it by Section 130A of the Companies Act 1

4 DEFINITIONS Director(s) Eligible Participant(s) General Share Issue Mandate Group HK$ Hong Kong Hong Kong Listing Rules Latest Practicable Date Listing Manual Memorandum Options Scheme Mandate Limit the director(s) of the Company any employee, Director, adviser or business consultant of the Company or any of its subsidiaries as determined by the Board at its absolute discretion a general and unconditional mandate to be granted to the Directors to allot, issue or deal with new Shares subject to and in accordance with the terms of the mandate the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the SEHK 19 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular the listing manual of the SGX-ST, as amended, modified or supplemented from time to time the memorandum of association of the Company as amended, modified or supplemented from time to time the options granted under the 2011 Scheme to subscribe for Shares in accordance with the terms thereof the total number of Shares which may be issued upon exercise of all options to be granted under the 2011 Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date on which dealings in the Shares first commence on the SEHK which may be refreshed pursuant to the rules of the 2011 Scheme. If the Scheme Mandate Limit is refreshed, the total number of Shares which may be issued upon exercise of all options to be granted must not exceed 10% of the Shares in issue as at the date of passing the relevant ordinary resolutions 2

5 DEFINITIONS Securities Accounts SEHK SFO SGX-ST Share(s) Shareholder(s) Singapore Listing Rules S$ and cents treasury share(s) the securities accounts maintained with CDP, but not including the securities accounts maintained with a depository agent (as defined in Section 130A of the Companies Act) The Stock Exchange of Hong Kong Limited the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong Singapore Exchange Securities Trading Limited ordinary share(s) of HK$0.55 each in the capital of the Company the registered holder(s) of the Share(s), except where the registered depositor is the CDP, the term Shareholders shall, where the context admits, mean the Depositors whose Securities Accounts are credited with the Shares rules of the Listing Manual, as amended, modified or supplemented from time to time Singapore dollars and cents, respectively, the lawful currency of Singapore a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled pursuant to the laws of Bermuda % percentage and per centum Any reference in this circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Singapore Listing Rules, the Hong Kong Listing Rules, the SFO or any modification thereof and used in this circular shall, where applicable, have the meaning assigned to it under the Companies Act, the Singapore Listing Rules, the Hong Kong Listing Rules, the SFO or any modification thereof, as the case may be. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Reference to persons shall, where applicable, include corporations. Any reference to a time of a day in this circular shall be a reference to Singapore time unless otherwise stated. 3

6 LETTER FROM THE BOARD China Print Power Group Limited (Incorporated in Bermuda with limited liability) (Singapore Stock Code: B3C) (Hong Kong Stock Code: 6828) Executive Directors: Mr. Sze Chun Lee (Chief Executive Officer) Mr. Chan Wai Ming Ms. Chung Oi Ling, Stella Mr. Kwan Wing Hang Mr. Lam Shek Kin Independent Non-executive Directors: Mr. Lim Siang Kai (Chairman of the Board) Mr. Leong Ka Yew Mr. Liu Kwong Chi, Nelson Mr. Wee Piew Ms. Wong Fei Tat Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Headquarters and principal place of business in Hong Kong: Flat 2, 13th Floor Kodak House II 39 Healthy Street East North Point Hong Kong 26 March 2012 To the Shareholders Dear Sir or Madam, RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES, PROPOSED REFRESHMENT OF THE LIMIT OF THE 2011 SCHEME AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the re-election of the retiring Directors; (ii) the granting to the Directors of the General Share Issue Mandate; and (iii) the refreshment of the limit of the 2011 Scheme. 4

7 LETTER FROM THE BOARD 2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS In accordance with Bye-law 86 of the Bye-laws, Mr. Sze Chun Lee, Mr. Lim Siang Kai and Mr. Wee Piew shall retire at the Annual General Meeting. In addition, Ms. Chung Oi Ling, Stella, Mr. Liu Kwong Chi, Nelson and Ms. Wong Fei Tat, who were appointed by the Board after last annual general meeting of the Company, shall hold office until the conclusion of the Annual General Meeting pursuant to Bye-law 85(6) of the Bye-laws. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting. The information required to be disclosed under the Hong Kong Listing Rules in relation to the retiring Directors proposed for re-election are set out in appendix to this circular. 3. GENERAL SHARE ISSUE MANDATE 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) issue Shares, 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 the resolution no. 10 (including Shares to be issued in pursuance of Instruments made or granted pursuant to the resolution no. 10) does not exceed 50% of the issued Shares (excluding treasury shares) in the capital of the Company (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 the resolution no. 10) does not exceed 20% of the issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below); 5

8 LETTER FROM THE BOARD (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) in the capital of the Company at the time of the passing of the resolution no. 10, 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 the resolution no. 10 is passed; and (bb) any subsequent bonus issue, consolidation or subdivision of Shares; (3) in exercising the authority conferred by the resolution no. 10, the Company shall comply with the provisions of the Listing Manual 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 Bye-laws; and (4) the General Share Issue Mandate shall continue in force until revoked or varied by the Company in general meeting or 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. Notwithstanding the above, it must be noted that the Hong Kong Listing Rules provide that the general mandate to issue Shares 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 the aggregate of 20% of existing the issued share capital of the Company as at the date of passing the resolution no. 10. The Company will comply with the requirements under the Hong Kong Listing Rules or the Listing Manual for matters relating to the General Share Issue Mandate, whichever is more onerous. As at the Latest Practicable Date, the Company had 152,209,373 Shares in issue and the maximum number of Shares that can be issued other than on a pro-rata basis to the Shareholders is 30,441,874 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 in the Annual General Meeting). 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. 6

9 LETTER FROM THE BOARD 4. REFRESHMENT OF THE LIMIT OF THE 2011 SCHEME The Company adopted the 2011 Scheme pursuant to the ordinary resolution passed by the Shareholders on 26 May The purpose of the 2011 Scheme is to enable the Company to grant Options to Eligible Participants as incentives or rewards for their contribution to the Group, and to encourage Eligible Participants to perform their best in achieving goals of the Group. Pursuant to SGX-ST Listing Rule 806, the mandate to issue, inter alia, shares, convertible securities or shares arising from the conversion of securities must be approved by shareholders at a general meeting. This mandate remains in force until the conclusion of the first annual general meeting of the listed company following the passing of the resolution or it is revoked or varied by shareholders in a general meeting. Thus, the Company wishes to obtain this authority to grant options and issue shares pursuant to the Scheme in its forthcoming annual general meeting. Under the 2011 Scheme, the original number of Shares which may be issued upon the exercise of all Options granted or to be granted under the 2011 Scheme was 12,220,937 Shares, representing approximately 10% of the issued share capital of the Company as at the date of passing the resolution. No Options were granted under such Scheme Mandate Limit. Subject to prior Shareholders approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to grant Options over Shares as shall represent 10% of the issued share capital of the Company as at the date of passing of the relevant resolution. The Company may refresh the Scheme Mandate Limit at any time subject to prior Shareholders approval provided that: (i) (ii) the Scheme Mandate Limit so refreshed must not exceed 10% of the Shares in issue as at the date of the Shareholders approval of the refreshed Scheme Mandate Limit; and Options previously granted under the 2011 Scheme and any other share option schemes (including those outstanding, cancelled, lapsed in accordance with the schemes or exercised Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. Notwithstanding the foregoing, the number of Shares to be issued upon the exercise of all the Options granted and yet to be exercised under the 2011 Scheme and other schemes must not exceed 15% of the Shares in issue from time to time. As at the Latest Practicable Date, there is no Option remained outstanding. As at the Latest Practicable Date, there were 152,209,373 Shares in issue. Assuming no further issue of Shares prior to the Annual General Meeting, upon refreshment of the 2011 Scheme Limit by the Shareholders at the Annual General Meeting, the Company may grant Options entitling holders thereof to subscribe for up to a maximum number of 15,220,937 7

10 LETTER FROM THE BOARD Shares, representing approximately 10% of the issued share capital of the Company as at the date of Annual General Meeting. The total number of Shares which may be issued upon exercise of the refreshed Scheme Mandate Limit is 15,220,937 Shares as at the Latest Practicable Date, representing approximately 10% of the issued share capital of the Company as at the date of Annual General Meeting. Accordingly, the total number of Shares which may be issued upon exercise of all Options to be granted under the refreshed 2011 Scheme and any other schemes of the Company will not exceed 10% of the issued share capital of the Company as at the date of Annual General Meeting. No Options may be granted if this will result in the number of Shares which may be issued upon exercise of all Options granted and yet to be exercised under the 2011 Scheme and any other schemes of the Company exceeds the 30% limit. The refreshment of the 2011 Scheme Limit is conditional upon: (i) (ii) the passing of the resolution no. 11 of the notice of the Annual General Meeting to approve the refreshment of the 2011 Scheme Limit; and the Listing Committee of SEHK and SGX-ST granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of passing the resolution of refreshment of the 2011 Scheme Limit at the Annual General Meeting) which may fall to be issued upon the exercise of the Options to be granted under the 2011 Scheme and any other schemes of the Company. Application will be made to SEHK and SGX-ST for the listing of, and permission to deal in the Shares, representing 10% of the Shares in issue at the Annual General Meeting, which may fall to be issued upon the exercise of the Options that may be granted under the refreshed Scheme Mandate Limit. The Directors consider that the renewal of the 2011 Scheme Limit is in the best interests of the Company and the Shareholders as a whole because it enables the Company to reward and motivate its employees and other selected Eligible Participants under the 2011 Scheme. The renewal of the Scheme Mandate Limit is in line with the purpose of the 2011 Scheme. Notwithstanding the grant of the General Share Issue Mandate and refreshment of limit of 2011 Scheme, the Company shall from time to time comply with the relevant requirement under the Hong Kong Listing Rules in relation to issuance of securities, in particular Rules 7.19(6), and 13.36(5) thereof. 5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT The notice of the Annual General Meeting is set out on pages 16 to 20 of this circular. Pursuant to the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules. 8

11 LETTER FROM THE BOARD 6. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the Annual General Meeting and wish to appoint a proxy to attend and vote at the Annual General Meeting on their behalf will find attached to this circular a proxy form which they are requested to complete and sign in accordance with the instructions printed thereon and return it to the Company s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore (for Singapore Shareholders) or the Company s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders) not less than 48 hours before the time fixed for the Annual General Meeting. The sending of a proxy form by a Shareholder does not preclude him/her from attending and voting in person at the Annual General Meeting if he/she finds that he/she is able to do so. 7. DIRECTORS RESPONSIBILITY STATEMENT This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading. 8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Memorandum and Bye-laws and the Annual Report may be inspected at the Company s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore and the headquarters and principal place of business of the Company in Hong Kong at Flat 2, 13th Floor, Kodak House II, 39 Healthy Street East, North Point, Hong Kong, during normal business hours for three (3) months from the date hereof. 9. GENERAL INFORMATION To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the Annual General Meeting. Your attention is drawn to the information set out in the appendix to this circular. 9

12 LETTER FROM THE BOARD 10. DIRECTORS RECOMMENDATION The Directors consider that the proposed re-election of retiring Directors, granting of the General Share Issue Mandate and the refreshment of the limit of the 2011 Scheme are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting. Yours faithfully, For and on behalf of the Board China Print Power Group Limited Sze Chun Lee Chief Executive Officer & Executive Director 10

13 APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting. EXECUTIVE DIRECTORS Mr. Sze Chun Lee ( Mr. Sze ) Mr. Sze, aged 43, has been an executive Director and chief executive officer of the Company since 19 December He is one of the founders of the Group. Mr. Sze oversees the overall management and operations of the Group and is responsible for the strategic plans and future direction of the Group. Mr. Sze also oversees the general administration, finance, sales and marketing operations of the Group, including managing the relationships with customers. Prior to joining the Group in 2001, Mr. Sze was a director of another printing company from 1993 to As at the Latest Practicable Date, Mr. Sze is personally interested in 180,000 Shares and is beneficially interested in 35% of the share capital of China Print Power Limited, which holds 81,060,848 Shares. Mr. Sze is the brother-in-law of another executive Director, Kwan Wing Hang.. Mr. Sze is entitled to a director s fee in the amount of HK$73,200 per month, which was determined between Mr. Sze and the Company at arm s length on the basis of his previous experience, qualifications, responsibility to be involved in the Company, the amount of time required to be devoted to the Company s business, the current financial position of the Company and the prevailing market condition. Mr. Sze has entered into a service agreement with the Company with an initial period of three years commencing from 1 June 2010 and his appointment can be terminated by six months notice in writing served by either party on the other. Mr. Sze is subject to retirement by rotation in accordance with the Bye-laws. Saved as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company in respect of Mr. Sze, and Mr. Sze has confirmed that there are no other matters that need to be brought to the attention of the Shareholders with his re-election and that no other information needs to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. Ms. Chung Oi Ling, Stella ( Ms. Chung ) Ms. Chung, aged 50, has been an executive Director since 1 October She holds a Bachelor s degree in accounting and banking from Chu Hai College, Hong Kong. She has more than 17 years of extensive experience in administration, personnel and sales and marketing. Ms. Chung is also well versed in corporate governance and operations of listed companies in Hong Kong. Ms. Chung was an executive director of Sustainable Forest Holdings Limited (stock code: 723) from August 2007 to November 2009 and an executive director of International Resources Enterprise Limited (stock code: 1229) from June 2007 to April Both companies are listed on the main board of the SEHK. Save as disclosed above, Ms. Chung has not held any 11

14 APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED directorships in public companies the securities of which are listed on any securities exchange in Hong Kong or overseas in the past three years and has not held any positions in the Company or its subsidiaries. Ms. Chung does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Chung is deemed to be interested in 5,634,000 Shares (representing 3.7% of the issued share capital of the Company) by virtue of her 100% control in Flame Capital Limited. Save as disclosed above, she does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company. Ms. Chung has entered into a service agreement with the Company with a term of three years commencing from 1 October 2011 and her appointment can be terminated by six months notice in writing served by either party on the other. Ms. Chung is subject to retirement by rotation and re-election pursuant to the Bye-laws. Pursuant to the service agreement, Ms. Chung will be entitled to a remuneration of HK$40,000 per month, which is determined by reference to her duties and responsibilities with the Company, the Company s performance and current market situation. Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Ms. Chung that need to be brought to the attention of the shareholders of the Company or any information that should be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. Independent Non-Executive Directors Mr. Lim Siang Kai ( Mr. Lim ) Mr. Lim, aged 55, has been the chairman of the Company and an independent non-executive Director since 26 March Prior to joining the Company, Mr. Lim held various positions in banks, financial services companies and a fund management company and has over 28 years of experience in the securities, private and investment banking and fund management industries. Mr. Lim is also the chairman and independent director of ISDN Holdings Ltd and an independent director of Natural Cool Holdings Ltd, Foreland Fabrictech Holdings Ltd, Texchem-Pack Holdings (S) Ltd and Joyas International Holdings Ltd, all of which are companies listed in Singapore. Mr. Lim holds a bachelor of arts degree from the University of Singapore, a bachelor of social sciences (honours) degree from the National University of Singapore and a master of arts degree in economics from the University of Canterbury, New Zealand. As at the Latest Practicable Date, Mr. Lim did not hold any Shares within the meaning of Part XV of the SFO. Mr. Lim is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Lim is entitled to a director s fee in the amount of S$50,400 per annum, which was determined between Mr. Lim and the Company at arm s length on the basis of his previous experience, qualifications, 12

15 APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED responsibility to be involved in the Company, the amount of time required to be devoted to the Company s business, the current financial position of the Company and the prevailing market condition. Mr. Lim has entered into an appointment letter pursuant to which the current term of the appointment shall be up to 31 May 2013 and the term of appointment shall be automatically renewed annually for such annual period thereafter, and may be terminated by not less than three months notice in writing served by the Company. Mr. Lim is subject to retirement by rotation in accordance with the Bye-laws. Saved as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company in respect of Mr. Lim, and Mr. Lim has confirmed that there are no other matters that need to be brought to the attention of the Shareholders with his re-election and that no other information needs to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. Mr. Wee Piew ( Mr. Wee ) Mr. Wee, aged 48, has been an independent non-executive Director since 26 March He was formerly the chief executive officer and executive director of HG Metal Manufacturing Limited, a public listed company in Singapore. Prior to joining HG Metal Manufacturing Limited, Mr. Wee held various positions in various banks. Mr. Wee is currently a non-executive independent director of Hosen Group Ltd, a public listed company in Singapore. He graduated from the National University of Singapore with a bachelor of accountancy degree in 1988 and is a fellow of the Institute of Certified Public Accountants of Singapore. He is also a member of the Singapore Institute of Directors. As at the Latest Practicable Date, Mr. Wee did not hold any Shares within the meaning of Part XV of the SFO. Mr. Wee is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Wee is entitled to a director s fee in the amount of S$36,750 per annum, which was determined between Mr. Wee and the Company at arm s length on the basis of his previous experience, qualifications, responsibility to be involved in the Company, the amount of time required to be devoted to the Company s business, the current financial position of the Company and the prevailing market condition. Mr. Wee has entered into an appointment letter pursuant to which the current term of the appointment shall be up to 31 May 2013 and the term of appointment shall be automatically renewed annually for such annual period thereafter, and may be terminated by not less than three months notice in writing served by the Company. Mr. Wee is subject to retirement by rotation in accordance with the Bye-laws. Saved as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company in respect of Mr. Wee, and Mr. Wee has confirmed that there are no other matters that need to be brought to the attention of the Shareholders with his re-election and that no other information needs to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. 13

16 APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED Mr. Liu Kwong Chi, Nelson ( Mr. Liu ) Mr. Liu, aged 44, has been an independent non-executive Director since 3 January He holds a bachelor degree of social science (hons) from the University of Hong Kong, a bachelor of law (hons) Degree from Manchester Metropolitan University, the United Kingdom and a Master Degree of Laws in Chinese & Comparative Law from the City University of Hong Kong. Mr. Liu was admitted as a solicitor of the High Court of Hong Kong in August He is a co-founder and a senior partner of Messrs. Cheung & Liu Solicitors with extensive experiences in commercial and corporate legal matters. Mr. Liu is a visiting lecturer in intellectual property in the Hong Kong Polytechnic University and a vice president of the Hong Kong Institute of Patent Attorneys. Mr. Liu has not held any directorship in public companies the securities of which are listed on any securities exchange in Hong Kong or overseas in the past three years. He has not previously held any position in the Company or its subsidiaries, nor has any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Liu did not hold any Shares within the meaning of Part XV of the SFO. Mr. Liu is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Mr. Liu is entitled to a director s fee in the amount of HK$10,000 per month, which was determined between Mr. Liu and the Company at arm s length on the basis of his previous experience, qualifications, responsibility to be involved in the Company, the amount of time required to be devoted to the Company s business, the current financial position of the Company and the prevailing market condition. Mr. Liu has entered into an appointment letter with the Company with no fixed term of appointment, which may be terminated by not less than three months notice in writing by either party. Mr. Liu is subject to retirement by rotation in accordance with the Bye-laws. Saved as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company in respect of the appointment of Mr. Liu, and Mr. Liu has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and that no other information needs to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. Ms. Wong Fei Tat ( Ms. Wong ) Ms. Wong, aged 37, has been an independent non-executive Director since 3 January She holds a bachelor degree in commerce from the University of Sydney, and a postgraduate diploma in corporate administration and a master degree in corporate governance from the Hong Kong Polytechnic University. Ms. Wong is an associate member of the Chartered Institute of Management Accountants, the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries and is a certified practicing accountant of CPA Australia. 14

17 APPENDIX DETAILS OF THE DIRECTORS TO BE RE-ELECTED Ms. Wong has over 16 years of experience in the accounting field. She has been an independent non-executive director of China Motion Telecom International Limited (Stock Code: 989), a company listed on the Main Board of the SEHK, since Save as disclosed above, Ms. Wong did not hold any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years. Ms. Wong has not previously held any position in the Company or its subsidiaries, nor has any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Wong did not hold any Shares within the meaning of Part XV of the SFO. Ms. Wong is not related to any other Directors, senior management, substantial shareholder, or controlling shareholders of the Company. Ms. Wong is entitled to a director s fee in the amount of HK$10,000 per month, which was determined between Ms. Wong and the Company at arm s length on the basis of his previous experience, qualifications, responsibility to be involved in the Company, the amount of time required to be devoted to the Company s business, the current financial position of the Company and the prevailing market condition. Ms. Wong has entered into an appointment letter with the Company with no fixed term of appointment, which may be terminated by not less than three months notice in writing by either party. Ms. Wong is subject to retirement by rotation in accordance with the Bye-laws. Saved as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the Shareholders of the Company in respect of the appointment of Ms. Wong, and Ms. Wong has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and that no other information needs to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. 15

18 NOTICE OF ANNUAL GENERAL MEETING China Print Power Group Limited (Incorporated in Bermuda with limited liability) (Singapore Stock Code: B3C) (Hong Kong Stock Code: 6828) NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Print Power Group Limited (the Company ) will be held at The Singapore Recreation Club, B Connaught Drive, Singapore on Friday, 27 April 2012 at 2:30 p.m. for the purpose of transacting the following businesses: AS ORDINARY BUSINESS 1. To receive and adopt the Directors report and the audited financial statements for the financial year ended 31 December 2011 and the auditor s report thereon. (Resolution 1) 2. To re-elect the following Directors pursuant to the Company s Bye-laws: (i) Mr. Lim Siang Kai as an Independent Non-executive Director See Explanatory Note 1 (Resolution 2) (ii) Mr. Sze Chun Lee as an Executive Director (Resolution 3) (iii) Mr. Wee Piew as an Independent Non-executive Director See Explanatory Note 2 (Resolution 4) (iv) Ms. Chung Oi Ling, Stella as an Executive Director (Resolution 5) (v) Mr. Liu Kwong Chi, Nelson as an Independent Non-executive Director See Explanatory Note 3 (Resolution 6) 16

19 NOTICE OF ANNUAL GENERAL MEETING (vi) Ms. Wong Fei Tat as an Independent Non-executive Director See Explanatory Note 4 (Resolution 7) 3. To approve the sum of up to S$118,650 and HK$240,000 as Directors fees for the financial year ending 31 December 2012 (2011: S$118,650 and HK$NIL). (Resolution 8) 4. To reappoint BDO Limited, Certified Public Accountants, Hong Kong to satisfy the Main Board Listing Rules of The Stock Exchange of Hong Kong Limited; and to appoint BDO Limited, Certified Public Accountants, Hong Kong and BDO LLP, Singapore as joint auditors to satisfy the Listing Manual of the Singapore Exchange Securities Trading Limited. AS SPECIAL BUSINESS (Resolution 9) To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without amendments: 5. General Share Issue Mandate That pursuant to Section 161 of the Companies Act (Chapter 50) of Singapore (the Companies Act ), and the Listing Manual (the Listing Manual ) of the Singapore Exchange Securities Trading Limited (the SGX-ST ) and the Rules Governing the Listing of Securities (the Hong Kong Listing Rules ) on The Stock Exchange of Hong Kong Limited (the SEHK ), approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to: (a) (i) issue shares in the Company (the Shares ), 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); 17

20 NOTICE OF ANNUAL GENERAL MEETING 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) (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) 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) 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 bonus issue, 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 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 Bye-laws of the Company; and (4) unless revoked or varied by an ordinary resolution of shareholders 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. See Explanatory Note 5 (Resolution 10) 6. Authority to allot and issue shares under the China Print Power Employee Share Option Scheme 2011 That authority be and is hereby given to the Directors of the Company to offer and grant options in accordance with the provision of the China Print Power Employee Share Option Scheme 2011 ( 2011 Scheme ) and to allot, issue or deal with from time to time 18

21 NOTICE OF ANNUAL GENERAL MEETING such number of Shares in the Company as may be required to be allotted, issued or dealt with pursuant to the exercise of the options under 2011 Scheme, provided that the aggregate number of shares to be allotted, issued or dealt with pursuant to the options granted under the 2011 Scheme shall not, in aggregate exceed ten percent (10%) of the issued share capital of the Company (excluding treasury shares) from time to time. See Explanatory Notes 6 and 7 (Resolution 11) 7. To transact any other business that may be properly transacted at the Annual General Meeting. By Order of the Board Sze Chun Lee Chief Executive Officer & Executive Director Hong Kong, 26 March 2012 Explanatory Notes: 1. Mr. Lim Siang Kai will, upon re-election as an independent non-executive Director of the Company, remain as the chairman of the Board, chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee of the Company. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST and Rule 3.13 of the Hong Kong Listing Rules. 2. Mr. Wee Piew will, upon re-election as an independent non-executive Director of the Company, remain as a chairman of the Audit Committee and a member of the Remuneration Committee and Nominating Committee of the Company. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST and Rule 3.13 of the Hong Kong Listing Rules. 3. Mr. Liu Kwong Chi, Nelson will, upon appointment as an independent non-executive Director of the Company, remain as a member of the Audit Committee, Remuneration Committee and Nominating Committee of the Company. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST and Rule 3.13 of the Hong Kong Listing Rules. 4. Ms. Wong Fei Tat will, upon appointment as an independent non-executive Director of the Company, remain as a member of the Audit Committee, Remuneration Committee and Nominating Committee of the Company. She will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST and Rule 3.13 of the Hong Kong Listing Rules. 5. The ordinary resolution 10 proposed in item 5 above, if passed, will empower the Directors of the Company 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, 50% of the total number of issued Shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders. For determining the aggregate number of Shares that may be issued on a pro-rata basis, the total number of issued Shares (excluding treasury shares) will be calculated based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this ordinary resolution is passed after adjusting for 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 when this ordinary resolution is passed and any subsequent bonus issue, consolidation or subdivision of Shares. In determining the 20% which may be issued other than on a pro-rata basis, the total number of issued Shares (excluding treasury shares) will be calculated based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this ordinary resolution is passed. 19

22 NOTICE OF ANNUAL GENERAL MEETING 6. The ordinary resolution 11 proposed in item 6 above, if passed, will empower the Directors of the Company, to allot and issue shares in the Company of up to a number not exceeding in total ten percent (10%) of the total number of issued share capital of the Company (excluding treasury shares) in the capital of the Company from time to time pursuant to the exercise of the options under the 2011 Scheme. For the purpose of this resolution, the total number of issued share capital (excluding treasury shares) is based on the Company s total number of issued shares (excluding treasury shares) at the time this proposed ordinary resolution is passed after adjusting for new shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this proposed ordinary resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares. 7. IMPORTANT: Notwithstanding the passing of the ordinary resolutions 10 and 11, the Company shall from time to time comply with the relevant requirement under the Hong Kong Listing Rules in relation to issuance of securities, in particular Rules 7.19(6), and 13.36(5) thereof. Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. 2. The proxy form must be lodged at the Company s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore (for Singapore Shareholders), or the Company s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders), not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. 3. If the member is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney. 20