By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
CHINA PUBLIC PROCUREMENT LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 1094) NOTICE OF THE SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting of China Public Procurement Limited (the "Company") will be held at 33rd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 13 June 2013 at 11:00 a.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution which will be proposed as ordinary resolution: ORDINARY RESOLUTION
1. "THAT subject to and conditional upon the Stock Exchange granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the option which may be granted under the rules of the new share option scheme (the "New Scheme"), a draft of which is produced to the meeting marked "B" and signed by the chairman of the meeting for the purpose of identification, representing an amount (the "General Scheme Limit") up to 10 per cent. of the issued shares of the Company as at the day on which this resolution is passed, with effect from the close of business of the day on which this resolution is passed, the rules of the New Scheme be approved and adopted and the Directors be and they are hereby authorised:
(a) to approve any amendments to the rules of the New Scheme as may be acceptable or not objected to by the Stock Exchange;
(b) at their absolute discretion to grant options to subscribe for shares of the Company in accordance with the rules of the New Scheme;
(c) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the New Scheme provided that the aggregate nominal amount of shares which fall to be allotted and issued pursuant to this authority, together with any issue of shares of the Company upon the exercise of any options granted under any other share option scheme as may from time to time be adopted by the Company or its subsidiaries, shall not exceed the General Scheme Limit; and
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(d) to take all such steps as may be necessary, desirable or expedient to carry the New
Scheme into effect."
On behalf of the Board
Hong Kong, 27 May 2013
At the date of this notice, the Board comprises eight executive directors, namely Mr. Cheng Yuanzhong (Joint Chairman), Mr. Chen Shulin (Joint Chairman), Mr. Ho Wai Kong (Honorary Chairman), Mr. Wang Dingbo (Chief Executive), Mr. Lau Kin Shing, Charles, Mr. Li Kening, Mr. Peng Zhiyong and Mr. Peng Ru Chuan; two non-executive directors, Mr. Wang Ning and Ms. Liu Jie; and six independent non-executive directors, Mr. Wu Fred Fong, Mr. Chan Tze See, Kevin, Mr. Chen Bojie, Mr. Xu Haigen, Mr. Ying Wei and Mr. Shen Shaoji.
Notes:
1. The resolution at the meeting will be taken by poll pursuant to the Rules Governing the Listing Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place,
33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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