How To Write A Circular For Vitop Bioenergy Holdings Limited

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 securities in Vitop Bioenergy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the 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). This document, for which the directors of Vitop Bioenergy Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Vitop Bioenergy Holdings Limited. The directors of Vitop Bioenergy Holdings Limited, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading. The 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. VITOP BIOENERGY HOLDINGS LIMITED ( 天 年 生 物 控 股 有 限 公 司 )* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1178) GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES, RE-ELECTION OF DIRECTORS, PROPOSED REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING A notice convening an annual general meeting of Vitop Bioenergy Holdings Limited to be held at Suites , 12/F, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 31 December 2015 (Thursday) at 11:00 a.m. (the AGM ) is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the AGM, you are advised to read the notice and to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. 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 wish. * For identification purposes only 27 November 2015

2 CONTENTS Page Definitions... 1 Letter from the Board 1. Introduction General Mandates Re-election of Directors Refreshment of the limit on the grant of options under the Share Option Scheme Annual General Meeting Voting by way of poll Recommendation Appendix Explanatory Notes to Repurchase Mandate Notice of Annual General Meeting i

3 DEFINITIONS In this circular, the following expressions shall have the following meanings unless the context indicates otherwise: Annual General Meeting associate Auditors Board Business Day Company Companies Law connected person Director(s) General Mandates Group HK$ the annual general meeting of the Company to be convened and held at Suites , 12/F, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 31 December 2015 (Thursday) at 11:00 a.m., the notice of which is set out on pages 14 to 18 of this circular, or any adjournment thereof hasthemeaningascribedtoitunderthelistingrules the auditors of the Company for the time being the board of Directors any day (excluding a Saturday and Sunday) on which the Stock Exchange is generally open for business of dealing in securities Vitop Bioenergy Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange the Companies Law (Cap. 22) of the Cayman Islands, as amended, revised, supplemented or otherwise modified from time to time hasthemeaningascribedtoitunderthelistingrules the director(s) of the Company the general mandate proposed to be granted to the Directors at the Annual General Meeting to issue new Shares not exceeding 20% of the issued share capital of the Company and the Repurchase Mandate the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China Latest Practicable Date Listing Rules 26 November 2015, being the latest practicable date for ascertaining certain information for inclusion in this circular the Rules Governing the Listing of Securities on the Stock Exchange 1

4 DEFINITIONS Memorandum and Articles of Association Option PRC Repurchase Mandate Scheme Limit SFO the memorandum and articles of association of the Company an option to subscribe for the Shares pursuant to the terms of the Share Option Scheme the People s Republic of China the repurchase mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase up to 10% of the issued share capital of the Company the total number of Shares in respect of which Options may be granted under the Share Option Scheme and any other share option schemes of the Company not exceeding 10% of the existing issued share capital of the Company the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong Share Option Scheme the employees share option scheme adopted by the Company at the annual general meeting of the Company held on 2 December 2014 Share(s) ordinary shares in the Company with par value of HK$0.025 each Shareholder(s) Stock Exchange Subsidiary Takeovers Code the holder(s) of Share(s) The Stock Exchange of Hong Kong Limited a company which is for the time being and from time to time a subsidiary (within the meaning ascribed to it under the Listing Rules) of the Company, whether incorporated in Hong Kong or elsewhere and Subsidiaries shall be construed accordingly the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong % per cent 2

5 LETTER FROM THE BOARD VITOP BIOENERGY HOLDINGS LIMITED ( 天 年 生 物 控 股 有 限 公 司 )* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1178) Board of Directors Executive Directors: Mr. Xu Zhifeng Mr. Chan Shun Yee Mr. Liu Min Independent Non-executive Directors: Mr. Su Rujia (Chairman) Mr.WongTatYanPaul Ms. Zhu Yanzhou Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY Cayman Islands Principal Place of Business in Hong Kong: Suites , 12/F Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong Head office in the People s Republic of China: Floor 8, Convention and Exhibition Centre No. 1, Software Road, Zhuhai, Guangdong The People s Republic of China 27 November 2015 To the Shareholders Dear Sir or Madam, GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES, RE-ELECTION OF DIRECTORS, PROPOSED REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the Annual General Meeting for, inter alia, the (i) granting of General Mandates to the Directors to issue and repurchase Shares and the extension of the general * For identification purposes only 3

6 LETTER FROM THE BOARD mandate to issue Shares by the amount of Shares repurchased by the Company pursuant to the Repurchase Mandate; (ii) re-election of Directors; and (iii) proposed refreshment of the limit on the grant of Options under the Share Option Scheme and the other relevant information regarding the Annual General Meeting. GENERAL MANDATES At the Annual General Meeting, separate ordinary resolutions will be proposed to grant to the Directors unconditional General Mandates to: i. allot and issue Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution; ii. iii. repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution; and add to the general mandate for issuing Shares set out in (i) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate. The General Mandates, if granted, will continue to be in force until the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (c) the revocation or variation of such authority by an ordinary resolution of the Shareholders in general meeting. An explanatory statement containing all the relevant information necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in the Appendix to this circular. RE-ELECTION OF DIRECTORS As at the Latest Practicable Date, the Board consists of 6 Directors, namely Mr. Liu Min, Mr.ChanShunYee,Mr.XuZhifeng,Mr.WongTatYanPaul,Mr.SuRujiaandMs.Zhu Yanzhou. In accordance with Article 83(3) of the Articles of Association, Mr. Liu Min, Mr. Chan Shun Yee, Mr. Xu Zhifeng, Mr. Wong Tat Yan Paul, Mr. Su Rujia and Ms. Zhu Yanzhou will hold office until the Annual General Meeting and, being eligible, will offer themselves for reelection at the Annual General Meeting. Details of the Directors standing for re-election at the Annual General Meeting are set out below for the Shareholders consideration. 4

7 LETTER FROM THE BOARD Mr. Liu Min ( Mr. Liu ), aged 46, has been appointed as an executive director of the Company since April He is also the director of a subsidiary of the Group. Mr. Liu has a MBA from China Europe International Business School. He has over 20 years experience in the financial industry, including the areas of international finance, investment banking, asset management, and has served as presidents of a number of large financial institutions, including the stated-owned financial institutions, the listed financial institutions and foreign financial institutions in China. Mr. Liu possesses strong skills and experience in the management and operations of financial institutions. Mr. Liu had lead and organized projects involved in the fields of construction of infrastructure, mining, traditional energy, new energy and internet information industry, health care and etc. Mr. Liu has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, save as disclosed above, Mr. Liu does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Liu does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Liu has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. There is no service agreement entered into between Mr. Liu and the Company. Mr. Liu s appointment as executive Director commenced on 27 April His appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of Association. Mr. Liu is entitled to annual director s emoluments of HK$600,000 subject to annual adjustment to be determined by the Board with recommendation from the remuneration committee of the Company by reference to the performance of Mr. Liu and the Company. Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Mr. Chan Shun Yee ( Mr. Chan ), aged 43, has been appointed as an executive director of the Company since April He is also the director of a subsidiary of the Group. Mr. Chan has a MBA and Bachelor of Arts in Finance Major graduated from Seattle University in U.S.A. Mr. Chan has been appointed as directors for several companies in Hong Kong for the past 18 years focusing in management and company restructuring. Mr. Chan has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, save as disclosed above, Mr. Chan does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Chan does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Chan has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. There is no service agreement entered into between Mr. Chan and the Company. Mr. Chan s appointment as executive Director commenced on 27 April His appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of 5

8 LETTER FROM THE BOARD Association. Mr. Chan is entitled to annual director s emoluments of HK$420,000 subject to annual adjustment to be determined by the Board with recommendation from the remuneration committee of the Company by reference to the performance of Mr. Chan and the Company. Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Mr. Xu Zhifeng ( Mr. Xu ), aged 52, has been appointed as an executive director of the Company since May He is also directors of certain subsidiaries of the Group. Mr. Xu graduated from Jinan University. He has over 30 years of experience in production management, especially rich in practical experience in terms of internal management, risk control, integration between corporates and restructuring. Mr. Xu has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, save as disclosed above, Mr. Xu does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Xu does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Xu has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. There is no service agreement entered into between Mr. Xu and the Company. Mr. Xu s appointment as executive Director commenced on 14 May His appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of Association. Mr. Xu is entitled to annual director s emoluments of HK$480,000 subject to annual adjustment to be determined by the Board with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Xu. Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Mr. Wong Tat Yan Paul ( Mr. Wong ), aged 46, has been appointed as an independent non-executive director of the Company since May Mr. Wong obtained a bachelor s degree in commerce from James Cook University of North Queensland in Australia in 1993 and a master s degree in business administration from the University of Queensland in Australia in Mr. Wong is a practising certified public accountant in Hong Kong, a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Taxation Institute of Hong Kong and a fellow member of the Taxation Institute of Australia. He has over 20 years of experience in auditing, accounting and taxation gained by taking up various positions in a number of accounting firms in Hong Kong and is currently the proprietor of Paul Wong & Co. CPAs, a certified public accountants firm in Hong Kong. Mr. Wong currently also serves as an independent non-executive director of South West Eco Development 6

9 LETTER FROM THE BOARD Limited (stock code: 1908) which is listed on the main board of the Stock Exchange. Save as disclosed above, Mr. Wong has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, Mr. Wong does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Wong does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wong has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. There is no service agreement entered into between Mr. Wong and the Company. Mr. Wong s appointment as independent non-executive Director commenced on 14 May His appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of Association. Mr. Wong is entitled to annual director s emoluments of HK$144,000 subject to annual adjustment to be determined by the Board with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Wong. Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Mr. Su Rujia ( Mr. Su ), aged 66, has been appointed as an independent non-executive director of the Company since July 2015 and the chairman of the Board on 7 September He holds a Master in Business Administration degree from International East-West University of America ( 美 國 國 際 東 西 方 大 學 ). He had been appointed as a Committee Member of The Communist Party of Committee of Shenzhen ( 中 共 深 圳 市 委 委 員 ), a Committee Member of Political of Association Shenzhen Committee ( 政 協 深 圳 市 委 員 會 常 委 ) and a Deputy Director of Main Branch of Economic Technology Committee ( 經 濟 科 技 委 員 會 正 局 級 副 主 任 ). He has extensive managerial experience in government and enterprises. Mr. Su currently serves as an independent non-executive director of Applied Development Holdings Limited (stock code: 519) which is listed on the main board of the Stock Exchange. Save as disclosed above, Mr. Su has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, Mr. Su does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Mr. Su does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Su has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. There is no service agreement entered into between Mr. Su and the Company. Mr. Su s appointment as independent non-executive Director commenced on 23 July His appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of Association. Mr. Su is entitled to annual director s emoluments of HK$144,000 7

10 LETTER FROM THE BOARD subject to annual adjustment to be determined by the Board with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Mr. Su. Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Ms. Zhu Yanzhou ( Ms. Zhu ), aged 33, has been appointed as an independent nonexecutive director of the Company since October Ms. Zhu graduated from East China University of Political Science and Law, major in International and Economic laws, in She is currently a senior partner of Shanghai Heqin Lawyer Firm. Ms. Zhu has more than 10 years experiences in law consultancy services to various enterprises. Ms. Zhu has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date. In addition, Ms. Zhu does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, Ms. Zhu does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Ms. Zhu has no relationships with any directors, senior management or substantial or controlling shareholder of the Company. Ms. Zhu s appointment as independent non-executive Director commenced on 23 October Her appointment is subject to normal retirement and re-election by Shareholders pursuant to the Articles of Association. The annual emolument payable to Ms. Zhu is HK$120,000 (subject to annual adjustment to be determined by the Board of the Company with recommendation from the remuneration committee of the Board by reference to the performance of the Company and Ms. Zhu). Save as disclosed above, there are no other matters that need to be brought to the attention to the holders of securities of the Company pursuant to Rule 13.51(2)(w) of the Listing Rules in relation to the aforementioned proposed re-election of Directors and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. REFRESHMENT OF THE LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME Under the rules of the Share Option Scheme: (i) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time; and (ii) no options may be granted under the Share Option Scheme and any other share option schemes of the Company if it results in the Scheme Limit being exceeded, unless the approval of Shareholders has been obtained. Options lapsed in accordance with the terms of the Share Option Scheme will not be counted for the purpose of calculating the 10% limit; and the Scheme Limit may be refreshed by Shareholders in general meeting provided that the total number of Shares in respect of 8

11 LETTER FROM THE BOARD which options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue as at the date of approval of the refreshed Scheme Limit. Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option schemes of the Company) will not be counted for the purpose of calculating the Scheme Limit as refreshed. Based on 1,668,407,948 Shares in issue as at the annual general meeting of the Company held on 2 December 2014 when the Share Option Scheme was adopted, the Scheme Limit is 166,840,794 Shares. Since the Share Option Scheme was adopted at the last annual general meeting of the Company held on 2 December 2014, no Option has been granted by the Company, no Option has been cancelled, no Option was lapsed and no Option was exercised. As at the Latest Practicable Date, (i) Options carrying the right to subscribe for a maximum of 166,840,794 Shares (representing approximately 5.88% of the issued share capital of the Company as at the Latest Practicable Date) may be granted under the Share Option Scheme before the refreshment of the Scheme Limit; and (ii) there is no outstanding Option. The Directors consider that the Company should refresh the Scheme Limit so that the Company will have more flexibility to provide incentives or rewards to participants for their contributions to the Group and/or to enable the Group to recruit and retain highcalibre employees and attract human resources that are valuable to the Group. If the refreshment of the Scheme Limit is approved at the Annual General Meeting based on the 2,836,291,922 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Directors will be able to grant Options for up to a total of 283,629,192 Shares under the refreshed Scheme Limit, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting. The total number of Shares which may be issued upon exercise of the refreshed Scheme Limit of 283,629,192 Shares, representing about 10% of the total number of Shares in issue as at the date of Annual General Meeting. Assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, such percentage falls below the 30% limit as required by Rule of the Listing Rules. The Directors consider that the refreshment of the Scheme Limit will be for the benefit of the Company and the Shareholders as a whole and that it enables the Company to reward and motivate participants of the Share Option Scheme to contribute to the success of the Group. Refreshment of the Scheme Limit is conditional upon: (i) the approval (as an ordinary resolution) by the Shareholders at the Annual General Meeting; and (ii) the granting of the listing of, and permission to deal in, any Shares to be issued and allotted upon exercise of the Options which may be granted under the Share Option Scheme at the refreshed Scheme Limit (representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting) by the listing committee of the Stock Exchange. An ordinary resolution will be proposed at the Annual General Meeting to approve the refreshment of the Scheme Limit. None of the Shareholders are required to abstain from voting at the Annual General Meeting pursuant to Rule of the Listing Rules. Application will be made to the Stock Exchange for the listing of, and permission to deal in, any Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting approving the refreshed Scheme Limit, to be issued and allotted upon exercise of the Options granted under the refreshed Scheme Limit. 9

12 LETTER FROM THE BOARD Save for the Share Option Scheme, the Company does not have any other share option scheme in force as at the Latest Practicable Date. ANNUAL GENERAL MEETING A notice convening the Annual General Meeting is set out on pages 14 to 18 of this circular. At the Annual General Meeting, ordinary resolutions relating to, inter alia, the (i) granting of the General Mandates; (ii) re-election of Directors; and (iii) proposed refreshment of the limit on the grant of options under the Share Option Scheme will be proposed for your consideration and approval. A form of proxy for use at the Annual General Meeting is enclosed with this circular. If you do not intend to attend and vote at the Annual General Meeting, you are requested to complete and return the form of proxy to the Company s branch share registrar in Hong Kong, Union Registrars Limited at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you fromattendingandvotinginpersonatthemeeting or any adjournment thereof should you so wish. VOTING BY WAY OF POLL All the proposed resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll results of the Annual General Meeting will be announced by the Company in accordance with the requirements under the Listing Rules. RECOMMENDATION The Directors are of the opinion that the proposals of (i) granting of the General Mandates; (ii) re-election of Directors; and (iii) proposed refreshment of the limit on the grant of options under the Share Option Scheme are in the best interests of the Company and recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting. Your attention is also drawn to the information set out in the Appendix to this circular. Yours faithfully, For and on behalf of the Board of VITOP BIOENERGY HOLDINGS LIMITED Xu Zhifeng Director 10

13 APPENDIX EXPLANATORY NOTES TO REPURCHASE MANDATE This is an explanatory statement given to all the Shareholders relating to an ordinary resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule of the Listing Rules. GENERAL MANDATE TO REPURCHASE SHARES As at the Latest Practicable Date, there were 2,836,291,922 Shares in issue. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the exercise of the Repurchase Mandate in full could result in up to a maximum of 283,629,192 Shares (representing 10% of the issued share capital of the Company) being repurchased by the Company during the period up to (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (c) the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting, whichever occurs first. REPURCHASE OF SHARES 1. Reasons for repurchases The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to repurchase Shares on the Stock Exchange. Repurchases of Shares will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. 2. Funding of repurchase In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. The Company may not repurchase Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in force from time to time. 3. Impact on working capital or gearing level There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. 11

14 APPENDIX EXPLANATORY NOTES TO REPURCHASE MANDATE DIRECTORS UNDERTAKING The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with its memorandum and articles of association, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. DIRECTORS AND CONNECTED PERSONS None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) have any present intention, if the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries in the event the Repurchase Mandate is approved by the Shareholders. No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event the Repurchase Mandate is approved by the Shareholders. TAKEOVERS CODE If as a result of a repurchase of Shares, a Shareholder s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge of the Directors, the following Shareholders were interested in 5% or more of the total voting rights of the Shares then in issue as recorded in the register of interests in shares and short position of the Company under Section 336(1) of Part XV of the SFO: Name of shareholder Capacity Number of Shares held Approximate percentage of existing shareholding Approximate percentage of shareholding if the Repurchase Mandate is exercised in full Cheung Kwan Interest in controlled corporation 318,680, % 12.48% City Winner Holdings Limited Beneficial Owner 258,680, % 10.13% 12

15 APPENDIX EXPLANATORY NOTES TO REPURCHASE MANDATE As at the Latest Practicable Date, so far as is known to the Directors, the largest substantial Shareholder (as defined under the listing rules of the Stock Exchange) was Cheung Kwan. Cheung Kwan was interested in 318,680,000 Shares representing approximately 11.24%. On the assumption that the number of Shares in issue remains unchanged from the Latest Practicable Date up to the expiry of the Repurchase Mandate and in the event that the Directors should exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest in Shares held by Cheung Kwan would be increased to approximately 12.48% of the then issued share capital of the Company. Such increase in the interest in Shares held by Cheung Kwan and its associate or by any other shareholders acting in concert with it does not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code. The Directors have no intention to exercise any of the Repurchase Mandate to such an extent that the number of Shares in hands of the public falling below the prescribed minimum percentage (under the Listing Rules) of 25%. SHARE REPURCHASE MADE BY THE COMPANY The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date. SHARE PRICES The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows: Price per Share Highest Lowest (HK$) (HK$) 2014 November December January February March April May June July August September October November (up to the Latest Practicable Date)

16 NOTICE OF ANNUAL GENERAL MEETING VITOP BIOENERGY HOLDINGS LIMITED ( 天 年 生 物 控 股 有 限 公 司 )* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1178) NOTICE IS HEREBY GIVEN THAT an annual general meeting of Vitop Bioenergy Holdings Limited (the Company ) will be held at Suites , 12/F, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 31 December 2015 (Thursday), at 11:00 a.m. for the following purposes: ORDINARY BUSINESS 1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditor for the year ended 30 June (i) (a) To re-elect Mr. Liu Min as an executive director of the Company; (b) (c) (d) (e) (f) To re-elect Mr. Chan Shun Yee as an executive director of the Company; To re-elect Mr. Xu Zhifeng as an executive director of the Company; To re-elect Mr. Wong Yat Yan Paul as an independent non-executive director of the Company; To re-elect Mr. Su Rujia as an independent non-executive director of the Company; To re-elect Ms. Zhu Yanzhou as an independent non-executive director of the Company; and (ii) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company. 3. To re-appoint auditor and to authorize the board of directors to fix its remuneration. * For identification purposes only 14

17 NOTICE OF ANNUAL GENERAL MEETING SPECIAL BUSINESS 4. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: THAT (i) (ii) subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any shares or any convertible securities and to make or grant offers, agreements and options (including warrants, bonds and securities convertible into shares of the Company) which might require the exercise of such powers, subject to and in accordance with all applicable laws and the articles of association of the Company, be and is hereby generally and unconditionally approved; the approval in sub-paragraph (i) of this resolution shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and securities convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period; (iii) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in sub- paragraph (i) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or upon the exercise of rights of subscription or conversion under the outstanding warrants to subscribe for shares of the Company or any securities which are convertible into shares of the Company or the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company from time to time outstanding and the exercise of any option granted under the share option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend or shares of the Company in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and 15

18 NOTICE OF ANNUAL GENERAL MEETING (iv) for the purpose of this resolution: Relevant Period means the period from the date of the passing of 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 by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting. Rights Issue means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in, any territory outside Hong Kong). 5. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: THAT (i) (ii) subject to sub-paragraph (ii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) or any other stock exchange on which shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose (the Recognised Stock Exchange ), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other Recognised Stock Exchange as amended from time to time, be and is hereby general and unconditionally approved; the aggregate nominal amount of the share capital of the Company which the directors of the Company is authorized to repurchase pursuant to the approval in sub-paragraph (i) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and 16

19 NOTICE OF ANNUAL GENERAL MEETING (iii) for the purpose of this resolution: Relevant Period means the period from the date of the passing of 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 by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting. 6. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: THAT conditional upon the resolutions numbered 4 and 5 in the notice convening this meeting being passed, the aggregate nominal amount of the issued shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company as mentioned in the resolution numbered 5 in the notice convening this meeting shall be added to the aggregate nominal amount of the shares capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the resolution numbered 4 in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution. 7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of and permission to deal in the shares of the Company to be issued pursuant to the exercise of options which may be granted under the Refreshed Mandate Limit (as defined below), the refreshment of the existing limit in respect of the grant of options to subscribe for Shares under the share option scheme adopted by the Company on 2 December 2014 (the Scheme ) be and is hereby approved provided that the aggregate nominal amount of share capital of the Company which may be allotted or issued pursuant to the exercise of options granted under the Scheme and any other schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the 17

20 NOTICE OF ANNUAL GENERAL MEETING Scheme or such other scheme(s) of the Company) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution (the Refreshed Mandate Limit ) and the Directors be and are hereby authorised to grant options under the Scheme up to the Refreshed Mandate Limit, to exercise all powers of the Company to allot, issue and deal with the shares of the Company pursuant to the exercise of such options and to do such acts and execute such documents for or incidental to such purpose. Hong Kong, 27 November 2015 ByorderoftheBoard Xu Zhifeng Director Principal Place of Business in Hong Kong: Suites , 12/F SunHungKaiCentre 30 Harbour Road Wanchai Hong Kong Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY Cayman Islands Notes: (a) (b) (c) (d) A 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 in his stead. A proxy can vote on a poll. A proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy together with a 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 A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the annual general meeting or any adjournment thereof. As at the date of this notice, the executive directors of the Company are Mr. Liu Min, Mr. Chan Shun Yee, Mr. Xu Zhifeng; and the independent non-executive directors are Mr. Wong Tat Yan Paul, Mr. Su Rujia and Ms. Zhu Yanzhou. 18