CIRCULAR DATED 26 NOVEMBER 2012 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt about the contents of this Circular (as defined herein) or the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. If you have sold or transferred all your shares in the capital of China Great Land Holdings Ltd. (the Company ), you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the contents of this Circular, including the correctness of any of the statements made, reports contained or opinions expressed in this Circular. CHINA GREAT LAND HOLDINGS LTD. (Incorporated in the Republic of Singapore) (Company registration no. 200312792W) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF AUDITORS IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 9 December 2012 at 2 p.m. Date and time of Extraordinary General Meeting : 11 December 2012 at 2 p.m. Place of Extraordinary General Meeting : Seletar Country Club Theatrette Room 101 Seletar Club Road Singapore 798273
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CONTENTS PAGE DEFINITIONS.......................................................... 2 LETTER TO SHAREHOLDERS 1. INTRODUCTION.................................................... 4 2. PROPOSED CHANGE OF AUDITORS................................... 4 3. ABOUT MAZARS LLP................................................ 6 4. AUDIT COMMITTEE S RECOMMENDATION............................... 7 5. DIRECTORS RECOMMENDATION...................................... 7 6. EXTRAORDINARY GENERAL MEETING................................. 7 7. DIRECTORS RESPONSIBILITY STATEMENT............................. 7 8. ACTION TO BE TAKEN BY SHAREHOLDERS............................. 7 9. DOCUMENTS AVAILABLE FOR INSPECTION............................. 8 NOTICE OF EXTRAORDINARY GENERAL MEETING........................... 9 PROXY FORM 1
DEFINITIONS In this Circular, the following definitions apply throughout unless the context otherwise requires or otherwise stated: ACRA : Accounting and Corporate Regulatory Authority of Singapore Act : The Companies Act, Chapter 50, of Singapore, as amended or modified from time to time or re-enactment thereof for the time being in force Audit Committee : The audit committee of the Company Auditors : The auditors of the Company for the time being Board of Directors : The board of directors of the Company, as at the date of this Circular CDP : The Central Depository (Pte) Limited Circular : This circular to Shareholders dated 26 November 2012 in relation to the Proposed Change of Auditors Company : China Great Land Holdings Ltd. Directors : The directors of the Company, as at the date of this Circular EGM : The extraordinary general meeting of the Company to be held at 2 p.m., on 11 December 2012, notice of which is set out on pages 9 and 10 of this Circular FRS : Singapore Financial Reporting Standards FY : Financial year ended or ending, as the case may be, on 31 December Group : The Company and its subsidiaries collectively Listing Manual : The Listing Manual of the SGX-ST, as amended or modified from time to time Mazars : Mazars LLP Proposed Change of Auditors : The proposed change of Auditors of the Company from Paul Wan & Co. to Mazars SGX-ST : Singapore Exchange Securities Trading Limited Securities Account : The securities account maintained by a Depositor with CDP (but does not include a securities sub-account) 2
DEFINITIONS Shareholders : The registered holders of Shares in the Register of Members of the Company, except where the registered holder is the CDP, the term Shareholders shall, in relation to such Shares and where the context so admits, mean the Depositors whose Securities Accounts are credited with those Shares Shares : Ordinary shares in the capital of the Company The term associate, associated company and subsidiary shall have the meanings ascribed to them respectively in the Fourth Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 and the Act. The terms Depositor and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. Any reference to a time of day in this Circular shall be a reference to Singapore time, unless otherwise stated. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Act, or such statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Act, or such statutory modification thereof, as the case may be, unless otherwise provided. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. 3
LETTER TO SHAREHOLDERS CHINA GREAT LAND HOLDINGS LTD. (Incorporated in the Singapore on 15 December 2003) (Company registration no. 200312792W) Board of Directors: Registered Office: Li Zhangjiang De Malca, Executive Chairman and Managing Director Cui Zhongwei, Executive Director Li Baogang, Independent Director Toh Hai Joo, Independent Director Tan Huay Pin, Independent Director 1 Robinson Road #17-00 AIA Tower Singapore 048542 26 November 2012 To: The Shareholders of China Great Land Holdings Ltd. Dear Sir/Madam, PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION The board of directors of the Company (the Board of Directors ) is proposing to convene an extraordinary general meeting (the EGM ) to seek approval from the shareholders of the Company (the Shareholders ) for the proposed change of auditors of the Company, the rationale for which is set out in detail in paragraph 2 below (the Proposed Change of Auditors ). The purpose of this Circular is to provide Shareholders with information pertaining to the Proposed Change of Auditors, and to seek Shareholders approval in respect of the same at the EGM to be held on 11 December 2012 at 2 p.m. at Seletar Country Club, Theatrette Room, 101 Seletar Club Road, Singapore 798273, the notice of which is set out on pages 9 and 10 of this Circular. 2. PROPOSED CHANGE OF AUDITORS 2.1 Background and Rationale The Company has been listed on the Official List of the Singapore Exchange Securities Trading Limited (the SGX-ST ) since 2005. The Company has engaged the services of Paul Wan & Co. ( Paul Wan & Co ), as auditors of the Group since 2006. Pursuant to Paul Wan & Co s resignation on 10 July 2012, the Company intends to appoint Mazars LLP ( Mazars ) as Auditors in place of Paul Wan & Co.. Paul Wan & Co. has indicated in its letter of resignation that its resignation will take effect upon the appointment of new auditors to the Company. Paul Wan & Co. has also indicated to the Company, in its letter of resignation, that the reason for its resignation was that it has decided not to provide external audits to listed companies. It further emphasised that this was purely a commercial decision, and that there are no professional reasons for resigning from its appointment. The Board of Directors is proposing the change of Auditors to an international audit firm as part of its efforts to enhance its corporate governance processes. 4
LETTER TO SHAREHOLDERS Change of Auditors would enhance corporate governance processes A rotation of audit firm is recommended to discourage an audit firm from focusing on maintaining long-term relationships with the audit client, which could undermine the independence and effectiveness of the audit firm. A change of auditors would also enable the Company to benefit from fresh perspectives and views of another professional firm and also further enhance the value of the audit. The appointment of Mazars would be appropriate The Company invited various international audit firms in Singapore to propose their audit fees and had obtained comparative fee proposals. The Board of Directors considered the fee proposals from the various international audit firms, and various other factors, including, but not limited to, the adequacy of resources, the experience of the audit firm and the audit engagement partner, the number and experience of supervisory and professional staff, the audit firm s other audit engagements and the size and complexity of the Group s operations. The Board of Directors are of the view that Mazars is the most appropriate candidate and that (i) Mazars would be able to meet the overall audit requirements of the Group; and (ii) the appointment of Mazars as would be in compliance with Rule 712 and 715 of the Listing Manual. The Board of Directors are thus recommending that Mazars be appointed as the new Auditors. Mazars had, on 4 October 2012, given its written consent to be appointed as Auditors of the Company. In addition, Mazars has confirmed that, provided that the Proposed Change of Auditors is approved by the Shareholders at the EGM, it would have sufficient resources to complete FY2012 audit in accordance with the stipulated timelines. 2.2 Requirements under Rule 712 of the Listing Manual of the SGX-ST (the Listing Manual ) Mr Chris Choo Chai Leong is the proposed audit partner-in-charge for the Company upon Mazars formal appointment. The Board of Directors has considered and is satisfied with the adequacy of the resources and experience of Mazars and the persons to be assigned to the audit of the accounts of the Company, the number and experience of supervisory and professional staff who will be assigned to the audit of the accounts and its proposed audit arrangements for the Company, and is of the opinion that Mazars will be able to meet the audit requirements of the Company and that Rule 712 of the Listing Manual has been complied with and/or will be complied with upon obtaining Shareholders approval for the Proposed Change of Auditors. 2.3 Requirements under Rule 715 of the Listing Manual The Board of Directors confirms that pursuant to the Proposed Change of Auditors, Mazars would be engaged to audit the consolidated accounts of the Group. Accordingly, Rule 715 of the Listing Manual has been complied with and/or will be complied with upon obtaining Shareholders approval for the Proposed Change of Auditors. 5
LETTER TO SHAREHOLDERS 2.4 Requirements under Rule 1203(5) of the Listing Manual For the purposes of Rule 1203(5) of the Listing Manual: (a) (b) (c) (d) (e) Paul Wan & Co. has confirmed, by way of its letter dated 1 October 2012, that it is not aware of any professional reasons why Mazars, being the new Auditors, should not accept appointment as Auditors; the Board of Directors confirms that there were no disagreements with Paul Wan & Co. on accounting treatments within the last 12 months from the date of this Circular; the Board of Directors confirms that the Company is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of the Shareholders; as mentioned in paragraph 2.1 above, the reason for the Proposed Change of Auditors is because the Board is of the view that a change of auditors should take place to enhance corporate governance processes; and as mentioned in paragraphs 2.2 and 2.3 above, the Board of Directors confirms that it has complied with Rules 712 and 715 in relation to the Proposed Change of Auditors. 3. ABOUT MAZARS LLP Mazars is an integrated partnership with a global reach. It operates as one integrated international partnership in 69 countries with more than 13,000 professionals, headed by more than 700 partners, with 21 additional countries where Mazars is present through correspondents and joint ventures. This gives Mazars partners direct access to all Mazars offices worldwide, seamlessly as one integrated firm. This also helps to ensure that Mazars high quality standards are met in all aspects of the business from audit standards to code of ethics and independence. Mazars in Singapore was established in 1997. In 2007, Mazars completed a merger with Moores Rowland LLP and became Mazars LLP in January 2009. Mazars Singapore offers a range of specialized services to its clients including audit and assurance, advisory, tax, French Desk, United States Desk, IFRS services and a range of outsourcing services. Currently, Mazars Singapore has six partners including four in audit with over 110 staff. Singapore is also Mazars Asia Pacific regional hub with a team of an additional three partners and nine staff. Within Asia, Mazars is present in 10 countries with over 2000 staff and all these resources can be utilized by Mazars. Mazars is a registered with public accounting entity with ACRA. The members of the team that will be assigned to the Group audit are two audit partners (one engagement partner and one concurring review partner) with more than 17 years of audit experience, one engagement manager with more than eight years of audit experience, assisted by two audit seniors and two audit assistants. Mr Chris Choo Chai Leong is the proposed audit engagement partner who will be assigned to the audit of the Group upon Mazars formal appointment. Mr Chris Choo is one of the Audit Partners for Mazars with more than 19 years of experience in public accounting firms in Singapore for both USA multi-national corporations and public listed companies. He is currently the head of the public interest entities and local risk manager for Mazars, Singapore 6
LETTER TO SHAREHOLDERS with extensive experience in assisting companies going for initial public offerings on the SGX-ST and is the engagement partner for several companies listed on the SGX-ST. His industry experience includes manufacturing, semiconductor, constructions, hospitality, statutory boards, retail, electronics, shipping and pension schemes. He is a Fellow member of the Chartered Association of Certified Accountants (FCCA) and a practising member of the Institute of Certified Public Accountants of Singapore. Further, Mr Chris Choo is a registered public accountant with ACRA. 4. AUDIT COMMITTEE S RECOMMENDATION The Audit Committee has reviewed the Proposed Change of Auditors and recommended the same to the Board of Directors after taking into consideration the suitability of Mazars and compliance with the requirements of the Listing Manual. 5. DIRECTORS RECOMMENDATION The Board of Directors, having considered the rationale and benefit of the Proposed Change of Auditors, are of the opinion that the Proposed Change of Auditors is in the best interests of the Company. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolution to relating to the Proposed Change of Auditors to be proposed at the EGM. 6. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 9 and 10 of this Circular, will be held at Seletar Country Club, Theatrette Room, 101 Seletar Club Road, Singapore 798273 on 11 December 2012 at 2 p.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing (with or without any modification) the resolution set out in the notice of EGM. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Change of Auditors, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available source or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context. 8. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote on his behalf, should complete, sign and return the proxy form attached to this Circular in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the office of the Company s share registrar, M&C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, no later than 48 hours before the time for holding the EGM. Completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting at the EGM if he so wishes. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the EGM. 7
LETTER TO SHAREHOLDERS 9. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at 1 Robinson Road, #17-00, AIA Tower, Singapore 048542, during normal business hours from the date of this Circular up to and including the time and date of the EGM: (a) the memorandum and articles of association of the Company; (b) the notice of resignation as auditors from Paul Wan & Co. dated 10 July 2012; (c) the professional clearance letter from Paul Wan & Co. to Mazars dated 1 October 2012; (d) (e) the letter of consent to act as auditors from Mazars dated 4 October 2012; and the annual report of the Company for FY2011. Yours faithfully For and on behalf of the Board of Directors of China Great Land Holdings Ltd. Li Zhangjiang de Malca Executive Chairman and Managing Director 8
CHINA GREAT LAND HOLDINGS LTD. (Incorporated in the Republic of Singapore) (Company registration no. 200312792W) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of China Great Land Holdings Ltd. (the Company ) will be held at Seletar Country Club, Theatrette Room, 101 Seletar Club Road, Singapore 798273 on 11 December 2012 at 2 p.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution: ORDINARY RESOLUTION Proposed Change of Auditors That: NOTICE OF EXTRAORDINARY GENERAL MEETING Mazars LLP be hereby appointed as the Auditors of the Company in place of Paul Wan & Co. to hold office until the conclusion of the next annual general meeting of the Company at a fee and on such terms to be agreed between the Directors and Mazars LLP (the Proposed Change of Auditors ). The directors of the Company and each of them be and are hereby authorised to do all such acts and things (including, without limitation, executing all such documents as may be required) as they or he may consider expedient or necessary or in the interests of the Company to give effect to the proposed Change of Auditors and/or this Resolution. [See Explanatory Notes to Shareholders] BY ORDER OF THE BOARD Li Zhangjiang De Malca Executive Chairman and Managing Director 26 November 2012 Singapore 9
NOTICE OF EXTRAORDINARY GENERAL MEETING Explanatory Notes to Shareholders: (a) (b) (c) (d) (e) Paul Wan & Co. has confirmed that it are not aware of any professional reasons why Mazars LLP, being the new Auditors, should not accept appointment as Auditors; the Board of Directors confirms that there were no disagreements with Paul Wan & Co. on accounting treatments within the last 12 months from the date of this Circular; the Board of Directors confirms that the Company is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of the Shareholders; the reason for the Proposed Change of Auditors is because the Board is of the view that a change of auditors should take place to enhance corporate governance processes; and the Board of Directors confirms that it has complied with Rules 712 and 715 in relation to the Proposed Change of Auditors. Notes: (a) (b) (c) A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies that has been executed by a member must be lodged at the office of the Company s share registrar, M&C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, not less than 48 hours before the time appointed for the Extraordinary General Meeting. The completion and return of the proxy form by a member will not prevent him from attending and voting in person at the Extraordinary General Meeting if he so wishes. In such event, the relevant proxy form will be deemed to be revoked. The instrument appointing a proxy or proxies must be signed by the appointor or his attorney duly authorised in writing. Where the instruction appointing a proxy is executed by a corporation, it must be executed either under its seal or under the hand of any officer or attorney duly authorised. 10
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CHINA GREAT LAND HOLDINGS LTD. (Incorporated in the Republic of Singapore) (Company registration no. 200312792W) EXTRAORDINARY GENERAL MEETING PROXY FORM I/We, of IMPORTANT 1. For investors who have used their Central Provident Fund ( CPF ) monies to buy shares in the capital of China Great Land Holdings Ltd., this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf. (name) (address) being a member/members of China Great Land Holdings Ltd. (the Company ), hereby appoint: Name NRIC/Passport No. Proportion of Shareholdings Address and/or* No. of Shares % Name NRIC/Passport No. Proportion of Shareholdings Address No. of Shares % as my/our* proxy/proxies* to attend vote for me/us* on my/our* behalf and, if necessary, to demand a poll at the Extraordinary General Meeting ( EGM ) of the Company to be held at Seletar Country Club, Theatrette Room, 101 Seletar Club Road, Singapore 798273 on 11 December 2012 at 2 p.m. and at any adjournment thereof. I/We* direct my/our* proxy/proxies* to vote for or against the resolutions to be proposed at the EGM as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the EGM and at any adjournment thereof, the proxy/proxies* will vote or abstain from voting at his/her* discretion. Ordinary Resolution To approve the change of auditors from Paul Wan & Co. to Mazars LLP * Please indicate your vote For or Against with a tick ( ) within the box provided. For Against ** If you wish to exercise all your votes For or Against, please tick ( ) in the box provided. Otherwise, please indicate the number of votes as appropriate. Dated this day of 2012 Signature(s) or Common Seal of Member(s) Total number of Shares in: (a) Depository Register (b) Register of Members No. of Shares IMPORTANT: PLEASE READ NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM
Notes: 1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or two proxies to attend and vote in his stead. 2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy. 3. A proxy need not be a member of the Company. 4. A member should insert the total number of shares held. If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by the member. 5. The instrument appointing a proxy or proxies must be deposited at the office of the Company s share registrar, M&C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, not less than 48 hours before the time set for the EGM. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or duly authorised officer. 7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 8. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the EGM, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the EGM, as certified by The Central Depository (Pte) Limited to the Company.
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TOPPAN VITE PTE. LTD. SCR1211020