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CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中 國 農 產 品 交 易 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0149)


NOTICE OF SPECIAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT a special general meeting (the 'SGM') of China Agri- Products Exchange Limited 中國農產品交易有限公司 (the 'Company') will be held at 32/F., 9 Queen's Road Central, Hong Kong on Monday, 21 December 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:


SPECIAL RESOLUTION


  1. 'THAT, conditional upon: (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the 'Stock Exchange') granting the listing of, and the permission to deal in, the Adjusted Shares (as defined below); and (ii) compliance with Section 46(2) of the Companies Act 1981 of Bermuda to effect the Capital Reduction (as defined below), with effect from 9:00 a.m. on the next business day after the date on which this resolution is passed by the shareholders of the Company (the 'Shareholders'):


    1. every five (5) issued shares of nominal value of HK$0.01 each in the share capital of the Company be consolidated into one (1) issued share of nominal value of HK$0.05 (the 'Consolidated Share') (the 'Share Consolidation');


    2. the nominal value of all issued Consolidated Shares be reduced from HK$0.05 each to HK$0.01 each (the 'Adjusted Share') and the issued share capital of the Company be reduced to the extent of HK$0.04 per Consolidated Share in issue, and any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation be cancelled (the 'Capital Reduction');

    3. the credit arising from the Capital Reduction be credited to the contributed surplus account of the Company and the directors of the Company (the 'Directors') be and are hereby authorised to apply the amount in the contributed surplus account of the Company to set off the accumulated loss of the Company in the manner permitted by the laws of Bermuda and the bye-laws of the Company (the 'Bye-Laws') without further authorisation from the Shareholders (together with the Share Consolidation and the Capital Reduction, the 'Capital Reorganisation'); and


    4. any one Director be and is authorised to approve, sign and execute such documents and take any and all steps, and to do and/or procure to be done any and all acts and things which in his/her opinion may be necessary, desirable or expedient to implement and carry into effect this resolution, including, without limitation, to aggregate, sell and retain for the benefit of the Company all fractional Adjusted Shares to which each Shareholder is otherwise entitled.'


      Note: No Shareholder is required to abstain from voting on this resolution numbered 1.


      ORDINARY RESOLUTION


    5. 'THAT:


      1. subject to and conditional upon the Capital Reorganisation (as defined in resolution numbered 1) taking effect and conditional upon fulfilment of the conditions of the Underwriting Agreement (as defined below) and the Underwriting Agreement not being terminated in accordance with its terms, the Rights Issue (as defined below) and the transactions contemplated thereunder be and are hereby approved;


      2. for the purpose of this resolution, 'Rights Issue' means the proposed issue by way of rights of 698,006,782 Adjusted Shares (the 'Rights Shares') at a subscription price of HK$0.42 per Rights Share to the qualifying shareholders (the 'Qualifying Shareholders') of the Company whose names appear on the register of members of the Company on the date and time by reference to which entitlement to the Rights Issue will be determined (other than those shareholders (the 'Excluded Shareholders') with addresses on the register of members of the Company outside Hong Kong whom the Directors, after making enquiries, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place) on the basis of three (3) Rights Shares for every two (2) Adjusted Shares then held and otherwise pursuant to and subject to the fulfilment of the conditions set out in the underwriting agreement (the 'Underwriting Agreement') (a copy of which

        has been produced to this SGM marked 'A' and initialled by the chairman of this SGM for the purpose of identification) dated 30 October 2015 (as varied on 4 November 2015) and entered into between the Company and Kingston Securities Limited (the 'Underwriter');


      3. any one Director be and is hereby authorised to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue notwithstanding that: (i) the Rights Shares may be offered, allotted or issued otherwise than to the Excluded Shareholders and, in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements and/or Excluded Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the Bye-Laws or the laws of, or the rules and regulations of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong; and (ii) Rights Shares which would otherwise have been made available for application by the Qualifying Shareholders or the Excluded Shareholders (as the case may be) will be made available for subscription under forms of application for excess Rights Shares;


      4. the entering into of the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by the Underwriter) be and are hereby approved; and


      5. any one Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Rights Issue or as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder.'


        6. Note: Shareholders who are not the Independent Shareholders (as defined in the circular) are required to abstain from voting on this resolution numbered 2.


        By Order of the Board

        CHINA AGRI-PRODUCTS EXCHANGE LIMITED

        中國農產品交易有限公司

        Cheung Chin Wa Angus

        Company Secretary


        Hong Kong, 27 November 2015

        Registered Office: Head office and principal place of

        Clarendon House Business in Hong Kong

        2 Church Street 5/F, Wai Yuen Tong Medicine Building

        Hamilton HM11 9 Wang Kwong Road

        Bermuda Kowloon Bay

        Kowloon Hong Kong


        Notes:


        1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint one proxy or, if such member is a holder of more than one share, more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.


        2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time for holding the SGM or any adjournment of such meeting (as the case may be).


        3. Completion and delivery of the form of proxy will not preclude members from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.


        4. Where there are joint holders of any shares, any one of such holders may vote at the SGM either personally or by proxy in respect of such shares as if he/she was solely entitled thereto provided that if more than one of such joint holders be present at the SGM whether personally or by proxy, the person whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint holders.


        5. All of the above resolutions will be voted by way of a poll at the SGM.


        As at the date of this notice, the board of directors of the Company comprises Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing as the executive directors of the Company, and Mr. Ng Yat Cheung, Ms. Lam Ka Jen, Katherine and Mr. Lau King Lung as the independent non-executive directors of the Company.

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