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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 yourlicensed securities dealer 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 CNQC International Holdings Limited (the‘‘Company''), you should at once hand this circular with the enclosed form of proxy to thepurchaser or transferee or to the bank, licensed securities dealer or other agent through whom thesale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising fromor in reliance upon the whole or any part of the contents of this circular.
CNQC INTERNATIONAL HOLDINGS LIMITED 青 建 國 際 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 1240) RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS NOTICE OF ANNUAL GENERAL MEETING A notice convening an annual general meeting of the Company to be held on 28 April 2015(Tuesday) at 11: 30 a.m. at Room 601, 6/F, Exchange Tower, 33 Wang Chiu Road, KowloonBay, Hong Kong is set out on pages 14 to 18 of this circular. Whether or not you are able toattend the annual general meeting, you are requested to complete and return the enclosed proxyform in accordance with the instructions printed thereon to the office of the Hong Kong branchshare registrar and transfer office of the Company, Tricor Investor Services Limited, at Level22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any eventnot less than 48 hours before the time appointed for holding the annual general meeting.
Completion and return of the proxy form will not preclude you from attending and voting inperson at the annual general meeting or any adjourned meeting thereof should you so desire.
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . .
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS In this circular, unless the context otherwise requires, the following expressions have the following meanings: the annual general meeting of the Company to be held on28 April 2015 (Tuesday) at 11: 30 a.m. at Room 601, 6/F,Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, HongKong; ‘‘AGM Notice'' the notice convening the AGM set out on pages 14 to 18 ofthis circular; the articles of association of the Company; has the same meaning as defined in the Listing Rules; the board of Directors; CNQC International Holdings Limited, a companyincorporated in the Cayman Islands with limited liabilityand the Shares of which are listed on the Main Board of theStock Exchange; has the same meaning as defined in the Listing Rules; the director(s) of the Company; the Company and its subsidiaries; ‘‘Hong Kong'' the Hong Kong Special Administrative Region of the PRC; ‘‘Issue Mandate'' a general and unconditional mandate proposed to be grantedto the Directors to exercise all powers of the Company toallot and issue Shares set out as resolution no. 4 in theAGM Notice; ‘‘Latest Practicable Date'' 20 March 2015, being the latest practicable date prior to theprinting of this circular for ascertaining certain informationfor inclusion in this circular; ‘‘Listing Rules'' the Rules Governing the Listing of Securities on the StockExchange; the memorandum of association of the Company; the People's Republic of China, and for the purpose of thiscircular, excluding Hong Kong, the Macau SpecialAdministrative Region of the People's Republic of Chinaand Taiwan Region; a general and unconditional mandate proposed to be grantedto the Directors to exercise all powers of the Company torepurchase Shares set out as resolution no. 5 in the AGMNotice; Securities and Futures Ordinance (Chapter 571 of the Lawsof Hong Kong); ordinary share(s) of HK$0.01 each in the capital of theCompany; holder(s) of (a) Share(s); ‘‘Stock Exchange'' The Stock Exchange of Hong Kong Limited; ‘‘Takeovers Code'' The Code on Takeovers and Mergers; Hong Kong dollar, the lawful currency of Hong Kong; and LETTER FROM THE BOARD CNQC INTERNATIONAL HOLDINGS LIMITED 青 建 國 際 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 1240) Executive Directors: Registered Office: Dr. Du Bo (Chairman) Mr. Cheng Wing On, Michael (Chief Executive) Mr. Zhang Yuqiang Grand Cayman KY1-1108Cayman Islands Non-executive Directors:Mr. Zhang Zhihua Headquarters, Head Office and Principal Place of Businessin Hong Kong: Independent non-executive Directors: Unit 601, 6/F, Exchange Tower Mr. Chuck Winston Calptor 33 Wang Chiu Road Mr. Ching Kwok Hoo, Pedro Mr. Tam Tak Kei, Raymond To the Shareholders Dear Sir or Madam, RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS NOTICE OF ANNUAL GENERAL MEETING The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate byaddition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii)set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you withdetails of the proposed re-election of Directors; and (iv) give you the AGM Notice.
LETTER FROM THE BOARD GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES The Company's existing mandates to issue and repurchase Shares were approved by the Shareholders on 11 August 2014. Unless otherwise renewed, the existing mandates to issue andrepurchase Shares will lapse at the conclusion of the AGM.
Ordinary resolutions will be proposed at the AGM to grant to the Directors new general to allot, issue and otherwise deal with new Shares with an aggregate nominal amountnot exceeding 20% of the aggregate nominal amount of the issued share capital ofthe Company as at the date of passing the proposed resolution at the AGM; and to repurchase Shares with an aggregate nominal amount not exceeding 10% of theaggregate nominal amount of the issued share capital of the Company as at the dateof passing the proposed resolution at the AGM.
In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate(if so granted to the Directors at the AGM).
The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).
As at the Latest Practicable Date, a total of 300,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on thebasis that no Shares will be issued and/or repurchased by the Company prior to the AGM, theCompany will be allowed to issue a maximum of 60,000,000 Shares representing 20% of theaggregate nominal amount of the share capital of the Company as at the date of the AGM.
The Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of theresolutions for the approval of the Issue Mandate (including the extended Issue Mandate) andthe Repurchase Mandate (as the case may be) up to the earliest of: (i) the conclusion of thenext annual general meeting of the Company; (ii) the expiration of the period within which thenext annual general meeting of the Company is required by the laws of the Cayman Islands orthe Articles to be held; or (iii) the revocation or variation of the Issue Mandate (including theextended Issue Mandate) or the Repurchase Mandate (as the case may be) by an ordinaryresolution of the Shareholders in general meeting.
An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.
LETTER FROM THE BOARD RE-ELECTION OF RETIRING DIRECTORS Each of Mr. Chuck Winston Calptor, Mr. Ching Kwok Hoo, Pedro and Mr. Tam Tak Kei, Raymond will retire from office as Directors at the AGM. Each of them, being eligible, offerthemselves for re-election pursuant to article 108(a) of the Articles.
Further particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
A notice convening the AGM to be held on 28 April 2015 (Tuesday) at 11: 30 a.m. at Room 601, 6/F, Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong is set outon pages 14 to 18 of this circular for the purpose of considering and, if thought fit, passing theresolutions set out therein.
In accordance with Rule 13.39(4) of the Listing Rules, a poll will be required on each of the resolutions set out in the AGM Notice.
You will find enclosed a proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form inaccordance with the instructions printed thereon to the office of the Hong Kong branch shareregistrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22,Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event notless than 48 hours before the time appointed for holding the AGM. Completion and return ofthe proxy form will not preclude you from attending and voting in person at the AGM, or anyadjournment thereof, should you so wish.
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, the re-election of the retiring Directors are in the bestinterests of the Company and the Shareholders. The Directors recommend that the Shareholdersvote in favour of all the resolutions as set out in the AGM Notice at the AGM.
By Order of the Board CNQC International Holdings Limited EXPLANATORY STATEMENT This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted tothe Directors.
LISTING RULES FOR REPURCHASES OF SHARES The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.
The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by anordinary resolution at a general meeting, either by way of a general mandate or by a specificapproval of a particular transaction and that the shares to be repurchased must be fully paid up.
FUNDING AND IMPACT OF REPURCHASES Any repurchase will be made out of funds which are legally available for such purpose in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws ofthe Cayman Islands. As compared with the financial position of the Company as at 31December 2014 (being the date to which the latest audited accounts of the Company have beenmade up), the Directors consider that there may be a material adverse impact on the workingcapital and on the gearing position of the Company in the event that the proposed repurchaseswere to be carried out in full during the proposed repurchase period.
However, 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 of theCompany or the gearing position which in the opinion of the Directors are from time to timeappropriate for the Company.
REASONS FOR REPURCHASES The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shareson the market. Such repurchases may, depending on market conditions and fundingarrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that suchrepurchases will benefit the Company and the Shareholders.
As at the Latest Practicable Date, the issued share capital of the Company comprised 300,000,000 Shares.
Subject to the passing of the relevant ordinary resolutions to approve the general mandate to repurchase Shares and on the basis that no further Shares are issued or repurchased betweenthe Latest Practicable Date and the date of the AGM, the Directors would be authorised toexercise the powers of the Company to repurchase a maximum of 30,000,000 Shares.
EXPLANATORY STATEMENT UNDERTAKING OF THE DIRECTORS The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and inaccordance with the Memorandum and the Articles.
EFFECT OF THE TAKEOVERS CODE If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, suchincrease will be treated as an acquisition for the purpose of the Takeovers Code. As a result, aShareholder or a group of Shareholders acting in concert (as that term is defined in theTakeovers Code), depending on the level of increase of the shareholding, could obtain orconsolidate control of the Company and become obliged to make a mandatory offer inaccordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following Shareholders had interests representing 5% or more of the issued share capital ofthe Company: Approximate % of interest Name of substantial Qingdao Qingjian Holdings Interest in controlled Co Staff Shareholding corporation (Note 1) Qingdao Qingjian Holdings Interest in controlled corporation (Note 2) Guotsing Holding Group Interest in controlled corporation (Note 3) Guotsing Holding (South Interest in controlled Pacific) Investment corporation (Note 4) Hyday (South Pacific) Interest in controlled Investment Pte Ltd corporation (Note 5) GUOTSING Group (HK) Interest in controlled corporation (Note 6) EXPLANATORY STATEMENT Approximate % of interest Name of substantial CNQC Development Limited Qingdao Qingjian Holdings Co is a wholly-owned subsidiary of Qingjian Staff Union. As such,Qingjian Staff Union is deemed to be interested in all the Shares in which Qingdao Qingjian HoldingsCo is interested or deemed interested by virtue of the SFO.
Qingdao Qingjian Holdings Co controls approximately 41.265% of the total issued share capital ofGuotsing Holding Group Co., Ltd. As such, Qingdao Qingjian Holdings Co is deemed to be interestedin all the Shares in which the Guotsing Holding Group Co., Ltd. is interested or deemed interested byvirtue of the SFO.
Guotsing Holding (South Pacific) Investment Pte. Ltd. is a wholly-owned subsidiary of GuotsingHolding Group Co., Ltd. As such, Guotsing Holding Group Co., Ltd. is deemed to be interested in allthe Shares in which Guotsing Holding (South Pacific) Investment Pte. Ltd. is interested or deemedinterested by virtue of the SFO.
Hyday (South Pacific) Investment Pte Ltd is a wholly-owned subsidiary of Guotsing Holding (SouthPacific) Investment Pte. Ltd. As such, Guotsing Holding (South Pacific) Investment Pte. Ltd. is deemedto be interested in all the Shares in which Hyday (South Pacific) Investment Pte Ltd is interested ordeemed interested by virtue of the SFO.
Guotsing Group (HK) Limited is a wholly-owned subsidiary of Hyday (South Pacific) Investment PteLtd. As such, Hyday (South Pacific) Investment Pte Ltd is deemed to be interested in all the Shares inwhich Guotsing Group (HK) Limited is interested or deemed interested by virtue of the SFO.
CNQC Development Limited is a wholly-owned subsidiary of Guotsing Group (HK) Limited. As such,Guotsing Group (HK) Limited is deemed to be interested in all the Shares in which CNQCDevelopment Limited is interested by virtue of the SFO.
In the event that the Repurchase Mandate was exercised in full, the interest of CNQC Development Limited in the Company will be increased from 74.72% to approximately83.02%.
On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group ofShareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 ofthe Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directorsdo not intend to exercise the power to repurchase Shares to an extent which would render anyShareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of theTakeovers Code. As the exercise of the Repurchase Mandate would result in insufficient publicfloat of the Company, the Directors have no intention to exercise the Repurchase Mandate tosuch an extent that results in a public shareholding of less than the minimum public floatrequirement of 25% of the total issued share capital of the Company.
EXPLANATORY STATEMENT DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates has any present intention, in theevent that the proposed Repurchase Mandate is granted, to sell Shares to the Company. Noconnected person of the Company has notified the Company that he/she/it has a presentintention to sell Shares to the Company nor has he/she/it undertaken not to sell any of theShares held by him/her/it to the Company in the event that the Company is authorised to makerepurchases of Shares.
SHARE REPURCHASE MADE BY THE COMPANY No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.
EXPLANATORY STATEMENT The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months and up to the Latest Practicable Date were as follows: Note: The trading in shares has been suspended from 14 April 2014 at 9: 00 a.m. to 23 June 2014.
March (until the Latest Practicable Date) BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM Set out below are details of the proposed Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.
INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Chuck Winston Calptor Mr. Chuck Winston Calptor (卓育賢), aged 59, joined the Group and was appointed as an independent non-executive Director on 11 September 2012. Mr. Chuck graduated fromUniversity of Western Ontario in Canada with a Bachelor of Arts degree in economics in June1978. He was admitted as a solicitor of Hong Kong in 1982. Mr. Chuck has acted as consultantin a law firm since 2000. Mr. Chuck is the chairman of the remuneration committee and amember of the audit committee of the Company. Mr. Chuck has also acted as an independentnon-executive director of ITC Corporation Limited (stock code: 372, the shares of which arelisted on the Main Board of the Stock Exchange) since November 2001 and StarlightInternational Holdings Limited (stock code: 485, the shares of which are listed on the MainBoard of the Stock Exchange) since September 2004. He has resigned as independent non-executive director from Starlight Holdings Limited (stock code: 485) on 24 July 2014. Save asdisclosed above, Mr. Chuck has not served in any public companies the securities of which arelisted on any securities market in Hong Kong or overseas in the past three years.
Save as disclosed above, Mr. Chuck did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseasin the last three years or any other position with the Company and other members of the Groupor other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chuck does not have any relationship with other Directors, senior management, substantial or controlling Shareholders ofthe Company and he had no other interests in any shares, underlying share or debentures whichare required to be disclosed pursuant to Part XV of the SFO.
Mr. Chuck has entered into a service contract with the Company for a term of two years commencing on 12 September 2014 unless terminated by not less than three months' notice inwriting served by either party on the other or otherwise in accordance with the terms of thedirector's service contract, and subject to retirement by rotation and re-election in accordancewith the Articles. Mr. Chuck is entitled to receive an annual salary of HK$240,000 which isdetermined with reference to the prevailing market practice, the Company's remunerationpolicy and his duties and responsibilities.
Save as disclosed above, there is no other information in relation to the re-election of Mr.
Chuck that shall be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to(v) of the Listing Rules, nor are there any other matters that need to be brought to the attentionof the Shareholders of the Company in respect of Mr. Chuck's appointment.
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM Mr. Ching Kwok Hoo, Pedro Mr. Ching Kwok Hoo, Pedro (程國灝), MBE, aged 71, joined the Group and was appointed as an independent non-executive Director on 11 September 2012. Mr. Ching wasawarded the MBE in 1997. He had worked in the Hong Kong Police Force for over 35 yearsup to 1998 with his last position being director of management services. After his retirementfrom the Hong Kong Police Force, Mr. Ching has taken senior management role in thecommercial field. Mr. Ching is a member of the nomination committee and the audit committeeand the remuneration committee of the Company. Save as disclosed above, Mr. Ching has notserved in any public companies the securities of which are listed on any securities market inHong Kong or overseas in the past three years.
Save as disclosed above, Mr. Ching did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseasin the last three years or any other position with the Company and other members of the Groupor other major appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ching does not have any relationship with other Directors, senior management, substantial or controlling Shareholders ofthe Company and he had no other interests in any shares, underlying share or debentures whichare required to be disclosed pursuant to Part XV of the SFO.
Mr. Ching has entered into a service contract with the Company for a term of two years commencing on 12 September 2014 unless terminated by not less than three months' notice inwriting served by either party on the other or otherwise in accordance with the terms of thedirector's service contract, and subject to retirement by rotation and re-election in accordancewith the Articles. Mr. Ching is entitled to receive an annual salary of HK$240,000 which isdetermined with reference to the prevailing market practice, the Company's remunerationpolicy and his duties and responsibilities.
Save as disclosed above, there is no other information in relation to the re-election of Mr.
Ching that shall be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to(v) of the Listing Rules, nor are there any other matters that need to be brought to the attentionof the Shareholders of the Company in respect of Mr. Ching's appointment.
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM Mr. Tam Tak Kei, Raymond Mr. Tam Tak Kei, Raymond (譚德機), aged 51, joined the Group and was appointed as an independent non-executive Director on 11 September 2012. Mr. Tam graduated fromUniversity of Kent at Canterbury in the United Kingdom with a Bachelor of Arts degree inaccounting with computing in July 1985. He has been a member of The Institute of CharteredAccountants in England and Wales since 1990 and a member of the Hong Kong Institute ofCertified Public Accountants since 1995. Mr. Tam acted as the financial controller atinternational law firms for nine years and has over 29 years of professional accountingexperience and is currently the finance director of a Hong Kong-based auction company andthe company secretary of Branding China Group Limited (stock code: 8219). Mr. Tam is thechairman of the audit committee and a member of the nomination committee of our Company.
Mr. Tam has also acted as an independent non-executive director of Ngai Shun HoldingsLimited (stock code: 1246) since September 2013, Jin Cai Holdings Company Limited (stockcode: 1250) since June 2013, Vision Fame International Holding Limited (stock code: 1315)since December 2011, Tianjin Jinran Public Utilities Company Limited (stock code: 1265,formerly 8290) since February 2011. Mr. Tam had been an independent non-executive directorof Sun Innovation Holdings Limited (stock code: 547) from September 2009 to August 2013and the independent non-executive director of Zebra Strategic Holdings Limited (stock code:8260) from June 2012 to September 2014. Mr. Tam was the chief financial officer of KingForce Security Holdings Limited (stock code: 8315) from April to December 2014. Save asdisclosed above, Mr. Tam has not served in any public companies the securities of which arelisted on any securities market in Hong Kong or overseas in the past three years.
Save as disclosed above, Mr. Tam did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the lastthree years or any other position with the Company and other members of the Group or othermajor appointments and professional qualifications.
Save as disclosed above, as at the Latest Practicable Date, Mr. Tam does not have any relationship with other Directors, senior management, substantial or controlling Shareholders ofthe Company and he had no other interests in any shares, underlying share or debentures whichare required to be disclosed pursuant to Part XV of the SFO.
Mr. Tam has entered into a service contract with the Company for a term of two years commencing on 12 September 2014 unless terminated by not less than three months' notice inwriting served by either party on the other or otherwise in accordance with the terms of thedirector's service contract, and subject to retirement by rotation and re-election in accordancewith the Articles. Mr. Tam, is entitled to receive an annual salary of HK$240,000 which isdetermined with reference to the prevailing market practice, the Company's remunerationpolicy and his duties and responsibilities.
Save as disclosed above, there is no other information in relation to the re-election of Mr.
Tam that shall be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to(v) of the Listing Rules, nor are there any other matters that need to be brought to the attentionof the Shareholders of the Company in respect of Mr. Tam's appointment.
NOTICE OF ANNUAL GENERAL MEETING CNQC INTERNATIONAL HOLDINGS LIMITED 青 建 國 際 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 1240) NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘Meeting'') of CNQC International Holdings Limited (the ‘‘Company'') will be held on 28 April 2015(Tuesday) at 11: 30 a.m. at Room 601, 6/F, Exchange Tower, 33 Wang Chiu Road, KowloonBay, Hong Kong for considering and, if thought fit, passing, with or without amendments, thefollowing resolutions as ordinary resolutions of the Company: ORDINARY RESOLUTIONS To receive, consider and adopt the audited consolidated accounts and reports of thedirectors and auditors of the Company and its subsidiaries for the nine months ended31 December 2014.
To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorisethe board of directors of the Company to fix their remuneration.
(a) To re-elect Mr. Chuck Winston Calptor as an independent non-executive director To re-elect Mr. Ching Kwok Hoo, Pedro as an independent non-executivedirector of the Company; To re-elect Mr. Tam Tak Kei, Raymond as an independent non-executivedirector of the Company; To authorise the board of directors of the Company to fix the remuneration ofthe directors of the Company.
(A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ‘‘Directors'') during the Relevant Period (as hereinafterdefined) of all the powers of the Company to allot, issue and deal withadditional shares in the capital of the Company and to make or grant offers,agreements and options (including warrants, bonds and debentures convertibleinto shares of the Company) which might require the exercise of such powers beand is hereby generally and unconditionally approved; NOTICE OF ANNUAL GENERAL MEETING (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds anddebentures convertible into shares of the Company) which might or wouldrequire the exercise of such powers (including but not limited to the power toallot, issue and deal with additional shares in the capital of the Company)during or after the end of the Relevant Period; (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise)and issued by the Directors pursuant to the approval in paragraphs (A) and (B)of this resolution above, otherwise than pursuant to (i) a Rights Issue (ashereinafter defined); or (ii) the exercise of any options granted under the shareoption scheme adopted by the Company or similar arrangement for the timebeing adopted for the grant or issue to officers and/or employees of theCompany and/or any of its subsidiaries of shares or rights to subscribe forshares in the Company; or (iii) any scrip dividend scheme or similararrangement providing for the allotment of shares in the Company in lieu of thewhole or part of a dividend in accordance with the articles of association of theCompany from time to time, shall not exceed 20% of the aggregate nominalamount of the share capital of the Company in issue at the time of passing thisresolution and the said approval shall be limited accordingly; and (D) for the purposes of this resolution: ‘‘Relevant Period'' means the period from the time of the passing of thisresolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meetingof the Company is required by the laws of the Cayman Islands or theCompany's articles of association to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in generalmeeting.
‘‘Rights Issue'' means an offer of shares open for a period fixed by theDirectors to holders of shares on the register of members on a fixed record datein proportion to their then holdings of such shares (subject to such exclusions orother arrangements as the Directors may deem necessary or expedient in relationto fractional entitlements or having regard to any restrictions or obligationsunder the laws of any relevant jurisdiction, or the requirements of anyrecognised regulatory body or any stock exchange).'' NOTICE OF ANNUAL GENERAL MEETING (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ‘‘Directors'') during the Relevant Period (as hereinafterdefined) of all powers of the Company to repurchase issued shares in the capitalof the Company on The Stock Exchange of Hong Kong Limited (the ‘‘StockExchange'') or any other stock exchange on which the shares of the Companymay be listed and recognised by the Securities and Futures Commission ofHong Kong and the Stock Exchange for this purpose, and that the exercise bythe Directors of all powers of the Company to repurchase such shares aresubject to and in accordance with all applicable laws and the requirements ofthe Rules Governing the Listing of Securities on the Stock Exchange, be and ishereby, generally and unconditionally approved; (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directorson behalf of the Company during the Relevant Period to procure the Companyto repurchase its shares at a price determined by the Directors; (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Companypursuant to the approval in paragraph (A) of this resolution above during theRelevant Period shall not exceed 10% of the aggregate nominal amount of theissued share capital of the Company as at the time of passing this resolution andthe said approval shall be limited accordingly; and (D) for the purposes of this resolution: ‘‘Relevant Period'' means the period from the time of the passing of thisresolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company unless,by ordinary resolution passed at that meeting, the authority is renewed,either unconditionally or subject to conditions; the expiration of the period within which the next annual general meetingof the Company is required by the laws of the Cayman Islands or theCompany's articles of association to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in generalmeeting.'' NOTICE OF ANNUAL GENERAL MEETING ‘‘THAT conditional upon the passing of Resolutions 4 and 5 as set out in this noticeconvening the Meeting of which this Resolution forms part, the general mandategranted to the directors of the Company pursuant to Resolution 4 as set out in thisnotice convening the Meeting of which this Resolution forms part be and is herebyextended by the addition thereto of an amount representing the aggregate nominalamount of share capital of the Company repurchased by the Company under theauthority granted pursuant to Resolution 5 as set out in this notice convening theMeeting of which this Resolution forms part, provided that such amount shall notexceed 10% of the aggregate nominal amount of the issued share capital of theCompany as at the date of passing this Resolution.'' By Order of the Board CNQC International Holdings Limited Company Secretary Hong Kong, 25 March 2015 Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint anotherperson as his proxy to attend and vote instead of him. A member who is the holder of two or more shares mayappoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be amember of the Company. On a poll, votes may be given either personally or by proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney dulyauthorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer,attorney or other person authorised to sign the same.
To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or otherauthority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall bedelivered to the office of the Hong Kong branch share registrar and transfer office of the Company, TricorInvestor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48hours before the time appointed for holding the Meeting or any adjournment thereof.
No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as thedate of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or anyadjournment thereof in cases where the Meeting was originally held within 12 months from such date.
Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either inperson or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one ofsuch joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person orby proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose,seniority shall be determined by the order in which the names stand in the register of members of theCompany in respect of the joint holding.
Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending andvoting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxyshould be deemed to be revoked.
An explanatory statement containing the information necessary to enable the members to make an informeddecision as to whether to vote for or against the ordinary resolution no. 5 as set out in this notice is enclosed.
NOTICE OF ANNUAL GENERAL MEETING The transfer books and register of members of the Company will be closed from 24 April 2015 to 28 April2015, both days inclusive. During such period, no share transfers will be effected. In order to qualify forattending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodgedwith the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor InvestorServices Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no laterthan 4: 30 p.m. on 23 April 2015.
Details of each of Mr. Chuck Winston Calptor, Mr. Ching Kwok Hoo, Pedro and Mr. Tam Tak Kei, Raymondproposed to be re-elected as a director of the Company at the Meeting are set out in Appendix II to thiscircular.
A proxy form for use at the Meeting is enclosed.

Source: http://cnqc.com.hk/userfile/files/announcement_circulars_en/fc3872f4e90df37f00874a5acfce30f6.pdf