THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China National Materials Company Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 01893) A1B-1 R13.51A GENERAL MANDATE TO ISSUE SHARES PROPOSED ISSUE OF THE ULTRA-SHORT-TERM FINANCING BONDS AND NOTICE OF THE AGM A notice convening the AGM to be held at 2:00 p.m. on Friday, 23 May 2014 at meeting room No.3212 of the Company at 11 Beishuncheng Street, Xizhimennei, Xicheng District, Beijing , the PRC is set out on pages 8 to 14 of this circular. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H shares registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire. 7 April 2014

2 TABLE OF CONTENTS Page DEFINITIONS LETTER FROM THE BOARD I. INTRODUCTION II. GENERAL MANDATE TO ISSUE SHARES III. PROPOSED ISSUE OF THE ULTRA-SHORT-TERM FINANCING BONDS IV. AGM V. RECOMMENDATION NOTICE OF THE AGM i -

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: AGM Articles of Association associate(s) Board Company controlling shareholder Directors Domestic Shares Foreign Shares General Mandate the annual general meeting of the Company to be convened at 2:00 p.m. on Friday, 23 May 2014 at meeting room No.3212 of the Company at 11 Beishuncheng Street, Xizhimennei, Xicheng District, Beijing , the PRC the articles of association of the Company has the meaning ascribed under the Hong Kong Listing Rules the board of Directors China National Materials Company Limited ( 中國中材股份有限公司 ), a joint stock company incorporated under the laws of the PRC with limited liability and whose H shares are listed and traded on the Hong Kong Stock Exchange has the meaning ascribed under the Hong Kong Listing Rules the directors of the Company ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in RMB by PRC nationals and/or PRC incorporated entities ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in foreign currency by non-prc nationals and/or non-prc incorporated entities the general mandate to issue Shares to be granted to the Board at the AGM H Shares overseas listed Foreign Shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars, for which permission to deal in and the grant of listing on Hong Kong Stock Exchange has been obtained Hong Kong Hong Kong Listing Rules the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) - 1 -

4 DEFINITIONS Hong Kong Stock Exchange PRC RMB Share(s) Shareholders Ultra-short-term Financing Bonds Unlisted Shares The Stock Exchange of Hong Kong Limited the People s Republic of China and, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each comprising Domestic Shares and Foreign Shares the shareholders of the Company the ultra-short-term financing bonds in principal amount of not more than RMB 8,000,000,000 proposed to be issued by the Company Domestic Shares and unlisted Foreign Shares - 2 -

5 LETTER FROM THE BOARD (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 01893) A1B-1 R13.51A Executive Directors: Mr. Liu Zhijiang Mr. Li Xinhua Non-executive Directors: Mr. Yu Shiliang Mr. Zhang Hai Mr. Li Jianlun Mr. Yu Guobo Mr. Tang Baoqi Registered Office: 11 Beishuncheng Street Xizhimennei Xicheng District Beijing PRC Independent non-executive Directors: Mr. Leung Chong Shun Mr. Lu Zhengfei Mr. Wang Shimin Mr. Zhou Zude 7 April 2014 To the Shareholders Dear Sir or Madam, GENERAL MANDATE TO ISSUE SHARES AND PROPOSED ISSUE OF THE ULTRA-SHORT-TERM FINANCING BONDS I. INTRODUCTION The purpose of this circular is to provide you with all the information regarding, among other matters, (i) the General Mandate to issue Shares; and (ii) the proposed issue of the Ultra-short-term Financing Bonds to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM

6 LETTER FROM THE BOARD II. GENERAL MANDATE TO ISSUE SHARES To ensure flexibility and discretion to the Board to issue new Shares when it becomes desirable, the Company proposes to grant the General Mandate to the Board to allot, issue and otherwise deal with additional Unlisted Shares and H Shares of the Company up to the limit of 20% of each of the aggregate nominal values of the Unlisted Shares and H Shares of the Company, respectively, in issue on the date of passing such resolution by the Shareholders in a general meeting. As at the date of this circular, the issued share capital of the Company comprised of 2,407,315,885 Unlisted Shares and 1,164,148,115 H Shares. Subject to the approval of the grant of the General Mandate and on the basis that no further Shares are issued before the AGM, the Board will have the power to issue up to 481,463,177 Unlisted Shares and 232,829,623 H Shares. The General Mandate shall be effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws and regulations; or (iii) the revocation or variation of the authority given under this resolution by passing of a special resolution of the Company in a general meeting. Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. The Board has no plan to issue new Shares pursuant to the General Mandate at present. For details, please refer to special resolution No.6 of the notice of the AGM. III. PROPOSED ISSUE OF THE ULTRA-SHORT-TERM FINANCING BONDS In order to expand the financing channels and satisfy the operation needs of the Group, the Board resolved on 28 March 2014 to propose the issue of the Ultra-short-term Financing Bonds

7 LETTER FROM THE BOARD Particulars of the issue of the Ultra-short-term Financing Bonds (i) Issue Scale: not more than RMB8,000,000,000 (ii) Term of Issue: not more than 270 days (iii) Interest rate: (iv) Method of repayment: the interest rate will be determined according to the specific term of issue and the capital conditions of the market. the interest will be paid in simple rate. Interest together with the principal will be paid in a lump sum at the time of maturity of the Ultra-short-term Financing Bonds. (v) Target of issue: the institutional investors in the National Inter-bank Bond Market, the PRC (excluding investors prohibited by the applicable laws and regulations) (vi) Use of proceeds: (vii) Issue method: (viii) Conditions precedent of issue: the proceeds will be used for replenishing the liquidity and repayment of the debts at maturity. the Ultra-short-term Financing Bonds will be registered once and be issued in one or several tranche(s), partially or entirely. the Ultra-short-term Financing Bonds will be conditional upon (i) the approval of the Shareholders by way of a special resolution at the general meeting and (ii) the acceptance of the Company s registration by National Association of Financial Market Institutional Investors. Authorization under the issue of the Ultra-short-term Financing Bonds It is proposed to the Shareholders at the AGM, generally and unconditionally, to authorize any executive Director, within the above-mentioned issue plan, to decide and deal with the matters in connection with the issuances of the Ultra-short-term Financing Bonds in accordance with the applicable laws and regulations and then market conditions under the principle of acting in the best interest of the Company, including but not limited to: (1) to the extent permitted by laws and regulations, depending on the specific conditions of the Company and the market, to determine, modify and adjust the issue terms of the Ultra-short-term Financing Bonds, including but not limited to, the specific issue scale, terms, issue price, interest rate, use of proceeds, issue timing, whether or not to issue in several tranche(s) and the number of tranches, credit rating, underwriting method as well as to deal with the registration, listing procedures and others of the Ultra-shortterm Financing Bonds, and other matters in connection with the issue; - 5 -

8 LETTER FROM THE BOARD (2) to determine the engagement of lead underwriters and other professional parties which provide services for the issue of the Ultra-short-term Financing Bonds and to decide underwriting arrangement; (3) to draft, amend and submit the application documents of this issue to the regulatory authorities and obtain the approval of such regulatory authorities, as well as to deal with other matters relating to the issue, trading and circulation; (4) to execute all the necessary procedures relating to the issue of the Ultra-short-term Financing Bonds and applications for listing and trading, including but not limited, to sign, amend, supplement, submit, report and execute all the necessary legal documents, agreements and contracts regarding the issue and listing of the Ultra-short-term Financing Bonds, and to make the disclosure of the relevant information in accordance with the applicable regulatory requirements; (5) to determine the specific utilization arrangement within the scope of the use of proceeds as mentioned above in accordance with the actual circumstances; (6) to make the corresponding adjustments on the detailed issue plan and other related matters (other than those matters which are mandatorily subject to the Shareholders re-voting in accordance with the relevant laws, regulations and the Articles of Association) in accordance with the suggestions of the regulatory authorities, when the regulatory policies or the market conditions changes; and (7) to deal with other matters and take the actions in relation to the issue of the Ultra-shortterm Financing Bonds. The above authorization, if granted, will be valid from the date of the approval by the Shareholders in the general meeting until the completion of the matters under such authorization. IV. AGM A notice convening the AGM is set out on pages 8 to 14 of this circular. The AGM will be held at 2:00 p.m. on Friday, 23 May 2014 at meeting room No.3212 of the Company at 11 Beishuncheng Street, Xizhimennei, Xicheng District, Beijing , the PRC, at which resolutions will be proposed to approve, among other matters, (i) the General Mandate to issue Shares; and (ii) the proposed issue of the ultra-shortterm financing bonds. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H shares registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish

9 LETTER FROM THE BOARD V. RECOMMENDATION The Directors believe that the resolutions in respect of (i) the General Mandate to issue Shares; and (ii) the proposed issue of the ultra-short-term financing bonds, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of the resolutions at the AGM. By order of the Board CHINA NATIONAL MATERIALS COMPANY LIMITED Liu Zhijiang Chairman of the Board - 7 -

10 NOTICE OF THE AGM (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 01893) A1B-1 R13.51A NOTICE OF THE ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the AGM ) of the shareholders of China National Materials Company Limited (the Company ) will be held at 2:00 p.m. on Friday, 23 May 2014 at meeting room No.3212 of the Company at 11 Beishuncheng Street, Xizhimennei, Xicheng District, Beijing , the People s Republic of China (the PRC ), for the purpose of considering and, if thought fit, passing the following resolutions: As Ordinary Resolutions 1. To consider and, if thought fit, to approve the report of the board of directors of the Company for the year ended 31 December To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December To consider and, if thought fit, to approve the audited financial statements of the Company for the year ended 31 December To consider and, if thought fit, to approve the profit distribution proposal of the Company, namely, the proposal for distribution of a final dividend of RMB0.02 per share (tax inclusive) in an aggregate amount of approximately RMB71.43 million for the year ended 31 December 2013, and to authorise the chairman of the board of directors of the Company to implement the aforesaid distribution. 5. To consider and, if thought fit, to approve the re-appointment of SHINEWING (HK) CPA Limited and ShineWing Certified Public Accountant LLP, as the international and domestic auditors of the Company, respectively for the year 2014, the term of such re-appointment shall continue until the next annual general meeting of the Company, and to authorize the audit committee of the board of directors of the Company to determine their remuneration. As Special Resolutions 6. To consider and, if thought fit, to approve a general mandate to the board of directors of the Company (the Board ) to issue, allot and deal with (1) additional Unlisted Shares not exceeding 20% of the Unlisted Shares in issue; and (2) additional H Shares not exceeding 20% of the H Shares in issue, and to authorise the Board to make such corresponding amendments to the articles of association of the Company (the Articles of Association ) as it think fit so as to reflect the new capital structure upon the allotment and issue of the shares: - 8 -

11 NOTICE OF THE AGM THAT: (A) (i) (ii) subject to paragraph 6(A)(iii) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities (the Hong Kong Listing Rules ) on The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ), the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Unlisted Shares and H Shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved; the approval in paragraph 6(A)(i) shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period; (iii) each of the aggregate nominal amounts of Unlisted Shares and H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph 6(A)(i) shall not exceed 20% of each of the aggregate nominal amounts of Unlisted Shares and H Shares of the Company, respectively, in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC; and (iv) for the purposes of this resolution: H Shares means overseas listed Foreign Shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars, for which permission to deal in and the grant of listing on the Hong Kong Stock Exchange has been obtained. Unlisted Shares means Domestic Shares and unlisted Foreign Shares, where: (a) Domestic Shares are ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities; and - 9 -

12 NOTICE OF THE AGM (b) Foreign Shares are ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in foreign currency by non-prc nationals and/or non-prc incorporated entities. Relevant Period means the period from the date of passing this resolution until whichever is the earliest of: (a) (b) (c) the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of the Association or other applicable laws and regulations; or the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting. Rights Issue means an offer of shares open for a period fixed by the Board to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Board 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly. (B) The Board be authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in paragraph 6(A)(i) of this resolutions. 7. To consider and, if thought fit, to approve: THAT (a) the Company be and is hereby authorized to issue the Ultra-short-term Financing Bonds in the principal amount of not more than RMB8,000,000,000 (the Ultra-short-term Financing Bonds );

13 NOTICE OF THE AGM (b) in accordance with the applicable laws and regulations and then market conditions, any executive director of the Company be and is hereby, generally and unconditionally authorised, within the issue plan, to decide and deal with the matters in connection with the issuances of the Ultra-short-term Financing Bonds under the principle of acting in the best interest of the Company, including but not limited to: (1) to the extent permitted by laws and regulations, depending on the specific conditions of the Company and the market, to determine, modify and adjust the issue terms of the Ultra-short-term Financing Bonds, including but not limited to, the specific issue scale, terms, issue price, interest rate, use of proceeds, issue timing, whether or not to issue in several tranche(s) and the number of tranches, credit rating, underwriting method as well as to deal with the registration, listing procedures and others of the Ultra-short-term Financing Bonds, and other matters in connection with the issue; (2) to determine the engagement of lead underwriters and other professional parties which provide services for the issue of the Ultra-short-term Financing Bonds and to decide underwriting arrangement; (3) to draft, amend and submit the application documents of this issue to the regulatory authorities and obtain the approval of such regulatory authorities, as well as to deal with other matters relating to the issue, trading and circulation; (4) to execute all the necessary procedures relating to the issue of the Ultra-shortterm Financing Bonds and applications for listing and trading, including but not limited, to sign, amend, supplement, submit, report and execute all the necessary legal documents, agreements and contracts regarding the issue and listing of the Ultra-short-term Financing Bonds, and to make the disclosure of the relevant information in accordance with the applicable regulatory requirements; (5) to determine the specific utilization arrangement within the scope of the use of proceeds as mentioned above in accordance with the actual circumstances; (6) to make the corresponding adjustments on the detailed issue plan and other related matters (other than those matters which are mandatorily subject to the Shareholders re-voting in accordance with the relevant laws, regulations and the Articles of Association) in accordance with the suggestions of the regulatory authorities, when the regulatory policies or the market conditions changes; and (7) to deal with other matters and take the actions in relation to the issue of the Ultra-short-term Financing Bonds. The above authorization, if granted, will be valid from the date of the approval by the shareholders of the Company in the general meeting until the completion of the matters under such authorization

14 NOTICE OF THE AGM The Board may only exercise their authority as mentioned above in compliance with the relevant Laws and regulations of the PRC, the Hong Kong Listing Rules, and with all necessary approvals from the relevant government authorities. By order of the Board CHINA NATIONAL MATERIALS COMPANY LIMITED Liu Zhijiang Chairman of the Board Beijing, the PRC 7 April 2014 As at the date of this announcement, the executive directors of the Company are Mr. Liu Zhijiang and Mr. Li Xinhua, the non-executive directors of the Company are Mr. Yu Shiliang, Mr. Zhang Hai, Mr. Li Jianlun, Mr. Yu Guobo and Mr. Tang Baoqi, and the independent nonexecutive directors of the Company are Mr. Leung Chong Shun, Mr. Lu Zhengfei, Mr. Wang Shimin and Mr. Zhou Zude. Please also refer to the published version of this announcement on the Company s website. Notes: 1. Eligibility for Attending the AGM Holders of H Shares whose names appear on the register of the Company maintained by Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, on Wednesday, 23 April 2014 shall be entitled to attend the AGM. Holders of H Shares intending to attend and vote at the AGM to be held on Friday, 23 May 2014 shall lodge all the transfer documents for H Shares with the relevant share certificates to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at rooms , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 22 April Recommendation of Final Dividend, Withholding and Payment of Enterprise Income Tax for Non-Resident Legal Persons The board of directors of the Company has recommended a final dividend of RMB0.02 per share (tax inclusive) in an aggregate amount of approximately RMB71.43 million for the year ended 31 December If the above profit distribution proposal is approved by the shareholders at the AGM by way of Ordinary Resolution No. 4, the final dividend will be paid to the holders of H Share whose names appear on the register of members for H Shares of the Company on Thursday, 29 May As stipulated by the Notice on Issues relating to Enterprise Income Tax Withholding over Dividends Distributable to their H-share shareholders who are Overseas Non-resident Enterprises by Chinese Resident Enterprises published by the State Administration of Taxation (Guoshuihan [2008] No.897), when Chinese resident enterprises distribute annual dividends for the year 2008 and years thereafter to their H Share shareholders who are overseas non-resident enterprises, enterprise income tax shall be withheld at a uniform rate of 10%. According to this, the Company is required to withhold corporate income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders as appeared on the H Shares register of members of the Company. Any shares registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore their dividends receivables will be subject to the withholding of the corporate income tax

15 NOTICE OF THE AGM Pursuant to Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guoshuifa [1993] No. 045 Document issued by the State Administration of Taxation on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprises whose shares have been issued in Hong Kong to the overseas resident individual shareholders is subject to individual income tax with a tax rate of 10% in general. However, the tax rates for respective overseas resident individual shareholders may vary depending on the relevant tax agreements between the countries where they are residing and Mainland China. Pursuant to the aforesaid Notice, when the final dividend is distributed to the individual H-share shareholders whose names appear on the register of members of the Company on 29 May 2014, the Company will withhold 10% of the final dividend as individual income tax unless otherwise specified by the relevant tax regulations, tax agreements or the notice. 3. Proxy (1) Shareholders entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company. (2) A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized. (3) To be valid, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered to (i) the registered office address of Company for holders of domestic shares and unlisted foreign shares; and (ii) Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares, no less than 24 hours before the time fixed for convening the AGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so desires. (4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll. 4. Registration Procedures for Attending the AGM (1) A shareholder or his proxy shall produce his identification document when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting. (2) Shareholders intending to attend the AGM shall return to the Company the reply slip stating their attendance on or before Friday, 2 May (3) A shareholder may return the above reply slip to the Company in person, by post or by facsimile to the office of the Company or Computershare Hong Kong Investor Services Limited. 5. Closure of Register of Members The Register of Members will be closed from Wednesday, 23 April 2014 to Friday, 23 May 2014 (both days inclusive), during which period no transfer of shares will be registered. The Register of Members will be closed from Thursday, 29 May 2014 to Monday, 2 June 2014 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for receiving the dividend, all transfer documents of the holders of H Shares of the Company must be lodged at our H Shares Registrar at Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 28 May

16 NOTICE OF THE AGM 6. Method of Voting at the AGM Pursuant to Rule (4) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by way of poll. Accordingly, the chairman of the AGM will demand a poll in relation to all the proposed resolutions at the AGM. 7. Miscellaneous (1) The AGM of the Company is expected to be held for less than half a day. Shareholders attending the AGM shall be responsible for their own travelling and accommodation expenses. (2) The address of the Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong is 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. (3) The registered office and the contact details of the Company are: 11 Beishuncheng Street Xizhimennei Xicheng District Beijing PRC Telephone: (+86) Fax: (+86)