THE CROSS-HARBOUR (HOLDINGS) LIMITED

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation 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 (1)(b)(xi) If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in The Cross-Harbour (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THE CROSS-HARBOUR (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 32) RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of The Cross-Harbour (Holdings) Limited to be held at Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 21 May 2013 at 10:15 a.m. is set out on pages 11 to 14 of this circular. If you do not intend to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the meeting or any adjourned meeting, to the Company s registered office at Rooms , China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish. 16 April 2013

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 3 APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION... 6 APPENDIX II EXPLANATORY STATEMENT... 9 NOTICE OF ANNUAL GENERAL MEETING i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: AGM Articles of Association Board Companies Ordinance Company Director(s) Extension Group Issue Mandate Latest Practicable Date Listing Rules Nomination Committee Notice of AGM the annual general meeting of the Company to be convened at Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 21 May 2013 at 10:15 a.m. the articles of association of the Company the board of Directors Companies Ordinance (Chapter 32 of the Laws of Hong Kong) The Cross-Harbour (Holdings) Limited the director(s) of the Company an extension of the Issue Mandate by further Shares equal to the number of Shares repurchased pursuant to the Repurchase Mandate set out as Ordinary Resolution No. 5(C) in the Notice of AGM the Company and its subsidiaries a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot and issue Shares set out as Ordinary Resolution No. 5(B) in the Notice of AGM 12 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular Rules Governing the Listing of Securities on the Stock Exchange the nomination committee of the Company established as a committee of the Board pursuant to A.5.1 of the Corporate Governance Code set out within Appendix 14 to the Listing Rules the notice convening the AGM set out on pages 11 to 14 of this circular 1

4 DEFINITIONS Repurchase Mandate SFO Share(s) Shareholder(s) Stock Exchange Takeover Code a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares set out as Ordinary Resolution No. 5(A) in the Notice of AGM Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) share(s) of HK$1.00 each in the share capital of the Company holder(s) of Shares The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers 2

5 LETTER FROM THE BOARD THE CROSS-HARBOUR (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 32) Executive Director CHEUNG Chung Kiu (Chairman) YEUNG Hin Chung, John (Managing Director) YUEN Wing Shing WONG Chi Keung LEUNG Wai Fai TUNG Wai Lan, Iris Registered office Rooms China Resources Building 26 Harbour Road Wanchai Hong Kong Independent non-executive Director NG Kwok Fu LUK Yu King, James LEUNG Yu Ming, Steven 16 April 2013 To Shareholders Dear Sir or Madam, RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to give you the Notice of AGM and information regarding the following proposals to be put forward at the AGM: (i) the re-election of retiring Directors; and (ii) the grant of the Repurchase Mandate, the Issue Mandate and the Extension. 3

6 LETTER FROM THE BOARD 2. RE-ELECTION OF RETIRING DIRECTORS Mr. Cheung Chung Kiu, Mr. Wong Chi Keung and Mr. Leung Wai Fai, all being Executive Directors, retire from office by rotation at the AGM in accordance with Article 82 of the Articles of Association and, being eligible, offer themselves for re-election. A14-A.5.2(d) The re-election of the above retiring Directors has been reviewed by the Nomination Committee. In the opinion of the Nomination Committee, Mr. Cheung Chung Kiu, Mr. Wong Chi Keung and Mr. Leung Wai Fai continued to contribute effectively to the Board and were committed to their roles. Accordingly, the Nomination Committee recommended the said persons to stand for re-election as Directors at the AGM. A14-E.1.1 Particulars of Mr. Cheung Chung Kiu, Mr. Wong Chi Keung and Mr. Leung Wai Fai are set out in Appendix I to this circular. A separate resolution for each re-election will be proposed at the AGM by the chairman of that meeting. 3. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES At the last annual general meeting of the Company held on 18 May 2012, the Directors were granted a general mandate to allot, issue and otherwise deal with Shares and a general mandate to repurchase Shares. These mandates expire at the conclusion of the AGM. The Directors propose to seek your approval at the AGM for the grant of: (a) the Repurchase Mandate to repurchase Shares up to a maximum of 10 per cent of the Shares in issue as at the date of the relevant resolution; (b) the Issue Mandate to issue Shares up to a maximum of 20 per cent of the Shares in issue as at the date of the relevant resolution; and (c) the Extension. On the basis of 372,688,206 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company after the Latest Practicable Date up to the date of the AGM, if the Issue Mandate referred to above is exercised in full, it will result in the Directors being authorised to issue, allot and deal with a maximum of 74,537,641 Shares. An explanatory statement on the Repurchase Mandate is set out in Appendix II to this circular. 4

7 LETTER FROM THE BOARD 4. ANNUAL GENERAL MEETING The Notice of AGM is set out on pages 11 to 14 of this circular. At the AGM, in addition to the ordinary business of the meeting, resolutions will be proposed to Shareholders to consider and, if thought fit, approve the Repurchase Mandate, the Issue Mandate and the Extension. A form of proxy for use at the AGM is enclosed. If you do not intend to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible to the Company s registered office at Rooms , China Resources Building, 26 Harbour Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for the meeting or any adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM shall, pursuant to Article 65 of the Articles of Association, demand that all resolutions set out in the Notice of AGM be decided by poll. The poll results will be published after closure of the AGM in the prescribed manner. 5. RECOMMENDATIONS The Board considers that the resolutions set out in the Notice of AGM (including, inter alia, those regarding the re-election of retiring Directors and the grant of the Repurchase Mandate, the Issue Mandate and the Extension) are in the best interests of the Company and its Shareholders as a whole and recommends you to vote in favour of all such resolutions at the AGM. 6. OTHERS In the event of inconsistency between the English version and the Chinese translation of this circular, the English version shall prevail. Yours faithfully, For and on behalf of The Cross-Harbour (Holdings) Limited Cheung Chung Kiu Chairman 5

8 APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION A16-12 Cheung Chung Kiu, aged 48, was appointed Chairman of the Company on 21 March 2001 and also holds directorships in certain other members of the Group. Mr. Cheung was born and educated in Chongqing. He set up Chongqing Industrial Limited ( Chongqing Industrial, a company engaged mainly in the trading business in the PRC) in He is the founder and chairman of Yugang International Limited ( Yugang International ) and chairman of Y. T. Realty Group Limited ( Y. T. Realty ) and C C Land Holdings Limited ( C C Land ), all being public listed companies in Hong Kong. He is a director of Palin Holdings Limited ( Palin Holdings ), Chongqing Industrial, Yugang International (B.V.I.) Limited ( Yugang BVI ), Funrise Limited ( Funrise ), Y. T. Investment Holdings Limited ( Y. T. Investment ) and Honway Holdings Limited ( Honway ). Honway is a wholly owned subsidiary of Y. T. Investment which in turn is a wholly owned subsidiary of Y. T. Realty. Yugang BVI, through its wholly owned subsidiary, Funrise, owns 34.14% of the issued share capital of Y. T. Realty. Yugang BVI is a wholly owned subsidiary of Yugang International. Mr. Cheung, Timmex Investment Limited (a company wholly owned by Mr. Cheung) and Chongqing Industrial own 0.57%, 9.16% and 34.33% of the issued share capital of Yugang International respectively. Chongqing Industrial is owned as to 35% by Mr. Cheung, as to 30% by Prize Winner Limited (a company owned by Mr. Cheung and his associates), as to 30% by Peking Palace Limited ( Peking Palace ) and as to 5% by Miraculous Services Limited ( Miraculous Services ). Peking Palace and Miraculous Services are companies controlled by Palin Discretionary Trust ( PDT ), the trustee of which is Palin Holdings. The objects of PDT include Mr. Cheung and his family (2)(a) 13.51(2)(b) 13.51(2)(c) 13.51(2)(d) Save as disclosed above, Mr. Cheung does not have relationships with any other directors, senior management or substantial or controlling shareholders of the Company, nor does he hold any other positions with the Group, nor did he hold directorships in any other public listed companies, in Hong Kong or overseas, in the last three years. As at the Latest Practicable date, Mr. Cheung had a deemed interest in the 155,254,432 Shares owned by Honway within the meaning of Part XV of the SFO. There is neither fixed nor proposed term of his service with the Company, contractual or otherwise, except that he is subject to retirement by rotation and eligible for re-election in accordance with the Articles of Association. The emoluments of Mr. Cheung for the year ended 31 December 2012 were HK$6,501,250, determined by the remuneration committee with delegated authority from the Board (which in turn was conferred upon the authority by Shareholders at the annual general meeting held on 18 May 2012) with reference to individual and corporate performance, industry specific remuneration benchmarks and the prevailing market conditions (2)(e) 13.51(2)(f) 13.51(2)(g) Save as disclosed above, there are no other matters concerning Mr. Cheung that need to be brought to the attention of Shareholders, nor is there any other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules (2)(w) 13.51(2)(x) 6

9 APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION Wong Chi Keung, aged 57, was appointed Executive Director on 21 March 2001 and also holds directorships in certain other members of the Group. Mr. Wong holds a doctoral degree in business and is a member of the Royal Institution of Chartered Surveyors, Hong Kong Institute of Housing, the Chartered Institute of Housing and the Guangxi Committee of the Chinese People s Political Consultative Conference, Nanning City. He is a fellow of the Hong Kong Institute of Real Estate Administrators and The Hong Kong Institute of Directors and an honorary fellow of Guangxi Academy of Social Sciences. He has held various senior executive positions with some of Hong Kong s leading property companies and property consultant firms for the past 30 years; and has taken an active role in public and voluntary services and is currently Regional Commander of Hong Kong Auxiliary Medical Service. He is the managing director of Y. T. Realty and an independent non-executive director of Water Oasis Group Limited, both being public listed companies in Hong Kong, and a director of Y. T. Investment and Honway (2)(a) 13.51(2)(b) 13.51(2)(c) 13.51(2)(d) Save as disclosed above, Mr. Wong does not have relationships with any other directors, senior management or substantial or controlling shareholders of the Company, nor does he hold any other positions with the Group, nor did he hold directorships in any other public listed companies, in Hong Kong or overseas, in the last three years. As at the Latest Practicable date, Mr. Wong did not have any interests in the Shares within the meaning of Part XV of the SFO. There is neither fixed nor proposed term of his service with the Company, contractual or otherwise, except that he is subject to retirement by rotation and eligible for re-election in accordance with the Articles of Association. The emoluments of Mr. Wong for the year ended 31 December 2012 were HK$801,250, determined by the remuneration committee with delegated authority from the Board (which in turn was conferred upon the authority by Shareholders at the annual general meeting held on 18 May 2012) with reference to individual and corporate performance, industry specific remuneration benchmarks and the prevailing market conditions (2)(e) 13.51(2)(f) 13.51(2)(g) Mr. Wong is a former director of Score Target Investment Limited ( Score Target ) whose place of incorporation was Hong Kong. Score Target was engaged in property trading in Hong Kong and commenced creditors voluntary liquidation on 21 September 2004 arising from disputes with the contractor of a property development project over their performance and the final contract sum. The amounts involved in the liquidation totalled HK$22.3 million. Score Target was dissolved on 28 February (2)(l) Save as disclosed above, there are no other matters concerning Mr. Wong that need to be brought to the attention of Shareholders, nor is there any other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules (2)(w) 13.51(2)(x) 7

10 APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION Leung Wai Fai, aged 51, was appointed Executive Director on 21 March 2001 and also holds directorships in certain other members of the Group. Mr. Leung graduated from University of Wisconsin-Madison with a bachelor degree in business administration. He is a fellow of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He is an executive director of C C Land, a non-executive director of Qualipak International Holdings Limited and the group financial controller of Yugang International, all being public listed companies in Hong Kong (2)(a) 13.51(2)(b) 13.51(2)(c) 13.51(2)(d) Save as disclosed above, Mr. Leung does not have relationships with any other directors, senior management or substantial or controlling shareholders of the Company, nor does he hold any other positions with the Group, nor did he hold directorships in any other public listed companies, in Hong Kong or overseas, in the last three years. As at the Latest Practicable date, Mr. Leung did not have any interests in the Shares within the meaning of Part XV of the SFO. There is neither fixed nor proposed term of his service with the Company, contractual or otherwise, except that he is subject to retirement by rotation and eligible for re-election in accordance with the Articles of Association. The emoluments of Mr. Leung for the year ended 31 December 2012 were HK$1,501,250, determined by the remuneration committee with delegated authority from the Board (which in turn was conferred upon the authority by Shareholders at the annual general meeting held on 18 May 2012) with reference to individual and corporate performance, industry specific remuneration benchmarks and the prevailing market conditions (2)(e) 13.51(2)(f) 13.51(2)(g) Save as disclosed above, there are no other matters concerning Mr. Leung that need to be brought to the attention of Shareholders, nor is there any other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules (2)(w) 13.51(2)(x) 8

11 APPENDIX II EXPLANATORY STATEMENT This explanatory statement is made pursuant to Rule 10.06(1)(b) of the Listing Rules, which also constitutes the memorandum required under Section 49BA(3)(b) of the Companies Ordinance (1)(b) S49BA(3)(b) (i) As at the Latest Practicable Date, the number of Shares in issue was 372,688,206. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 37,268,820 Shares (1)(b)(i) (ii) The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on the circumstances, result in an increase in the Company s net asset value and/or its earnings per Share. The Directors are seeking your grant of the Repurchase Mandate to give the Company the flexibility to repurchase Shares if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining (1)(b)(ii) (iii) The Directors propose that repurchases of Shares under the Repurchase Mandate shall be financed from distributable profits of the Company or from other funds legally available for such purposes in accordance with the Company s constitutional documents and the laws of Hong Kong (1)(b)(iii) (iv) The Directors consider that there will be no material adverse impact on the working capital and gearing position of the Company (as compared with the position disclosed in the Company s audited accounts for the year ended 31 December 2012) upon full exercise of the Repurchase Mandate at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company (1)(b)(iv) (v) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders at the AGM, to sell any Shares to the Company (1)(b)(v) (vi) The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong (1)(b)(vi) 9

12 APPENDIX II EXPLANATORY STATEMENT (vii) If, as a result of a Share repurchase, a Shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeover Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeover Code), depending on the level of increase in shareholding, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code. As at the Latest Practicable Date, Honway, an indirect wholly owned subsidiary of Y. T. Realty, owned 155,254,432 Shares representing approximately per cent of the Share capital then in issue. If, which is not presently contemplated, the Company was to exercise the Repurchase Mandate in full, the percentage shareholding of Honway would increase to approximately per cent, thus obliging Honway to make a mandatory offer in accordance with Rule 26 of the Takeover Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeover Code as a result of an exercise of the Repurchase Mandate (1)(b)(vii) (viii) The Company has not repurchased any Shares during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise) (1)(b)(viii) (ix) No connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she has a present intention to sell Shares to the Company or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders at the AGM (1)(b)(ix) (x) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows: 10.06(1)(b)(x) Highest (HK$) Lowest (HK$) 2012 April May June July August September October November December January February March April (up to and including the Latest Practicable Date)

13 NOTICE OF ANNUAL GENERAL MEETING THE CROSS-HARBOUR (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 32) NOTICE IS HEREBY GIVEN that the annual general meeting of The Cross-Harbour (Holdings) Limited (the Company ) will be held at Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 21 May 2013 at 10:15 a.m. for the following purposes: 1. To receive and consider the audited financial statements and the reports of the directors and auditor for the year ended 31 December To declare final dividend for the year ended 31 December To re-elect retiring directors and to fix the directors remuneration. 4. To re-appoint auditor and to authorise the board of directors to fix the auditor s remuneration. 5. As special business, to consider and, if thought fit, pass with or without modification the following ordinary resolutions: ORDINARY RESOLUTIONS (A) THAT: (a) subject to sub-paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the issued share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers, subject to and in accordance with all applicable laws and the Articles of Association of the Company, be and is hereby generally and unconditionally approved; 11

14 NOTICE OF ANNUAL GENERAL MEETING (b) the aggregate number of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases pursuant to the approval in sub-paragraph (a) of this resolution shall not exceed 10 per cent of the number of shares of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly; and (c) for the purpose of this resolution, Relevant Period means the period from the passing of this resolution until whichever is the earliest of: (aa) the conclusion of the next annual general meeting of the Company; (bb) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (cc) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting. (B) THAT: (a) subject to sub-paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers, subject to and in accordance with all applicable laws and the Articles of Association of the Company, be and is hereby generally and unconditionally approved; (b) the approval in sub-paragraph (a) of this resolution 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 powers after the end of the Relevant Period; (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in sub-paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) any option scheme or similar arrangement for the time being adopted for the grant or issue to directors and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the capital of the Company, or (ii) a Rights Issue (as hereinafter defined), or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of: 12

15 NOTICE OF ANNUAL GENERAL MEETING (aa) 20 per cent of the number of shares of the Company in issue on the date of passing this resolution; plus (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent of the number of shares of the Company in issue on 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 earliest of: (aa) the conclusion of the next annual general meeting of the Company; (bb) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (cc) the revocation or variation of the approval given under this resolution by an ordinary resolution of the 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 of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong). 13

16 NOTICE OF ANNUAL GENERAL MEETING (C) THAT conditional upon ordinary resolution numbered 5(A) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the number of shares of the Company repurchased by the Company under the authority granted pursuant to the said ordinary resolution numbered 5(A) above, provided that such extended amount shall not exceed 10 per cent of the number of shares of the Company in issue on the date of passing this resolution. By order of the board The Cross-Harbour (Holdings) Limited Leung Shuk Mun, Phyllis Sylvia Secretary Hong Kong, 16 April 2013 Registered office Rooms China Resources Building 26 Harbour Road Wanchai Hong Kong Notes: 1. A form of proxy for use at the meeting is enclosed. A member who is the holder of two or more shares may appoint one or more proxies to represent him and vote on his behalf at the meeting. 2. Where there are joint registered holders of a share, any one of such persons may vote at the meeting, either personally or by proxy in respect of such share as if he were solely entitled thereto; and if more than one of such joint holders be present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members in respect of such share shall alone be entitled to vote in respect thereof. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney so authorised. A proxy need not be a member. 4. The instrument appointing a proxy and the power of attorney, if any, under which it is signed shall be deposited at the Company s registered office at Rooms , China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the meeting or any adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote. 5. The register of members and transfer books of the Company will be closed from Monday, 27 May 2013 to Wednesday, 29 May 2013, both days inclusive, during which period no transfer of shares in the Company shall be effected. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong for registration by 4:30 p.m., Friday, 24 May