China Zhongwang : Announcements and Notices - Notice of Extraordinary General Meeting

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(incorporated in the Cayman Islands with limited liability)

1. "THAT

2. the following agreements (collectively, the "Assets Restructuring Agreements"), copies of which are tabled at the extraordinary general meeting and marked "A", and "B", respectively, and initialled by the chairman of the meeting for identification purpose:

3. the asset transfer agreement dated 22 March 2016 and its supplemental agreement dated 19 August 2016 entered into between CRED Holding Co., Ltd. ( 中房置業股 份有限公司 ) ("CRED Holding") and Liaoning Zhongwang Superior Fabrication Investment Limited ( 遼寧忠旺精製投資有限公司 ) (the "Zhongwang Fabrication");

4. the compensation agreement dated 22 March 2016 and its supplemental agreement dated 19 August 2016 entered into between CRED Holding and Zhongwang Fabrication;

   and the transactions contemplated thereunder including the acquisition of interest in CRED Holding and CRED Xinjiang and the deemed disposal of interest in Liaoning Zhongwang regardless of the results of the Proposed Placement be and are hereby approved, ratified and confirmed; and

5. the directors of the Company ("Directors") be and are hereby authorised to exercise all powers which they consider necessary and do such other acts and things and execute such other documents as they shall think fit to implement the transactions contemplated under each of the Assets Restructuring Agreements."

6. "THAT subject to the relevant regulatory approvals being obtained in Hong Kong and the PRC,

7. the proposed spin-off of Liaoning Zhongwang Group Co., Ltd. ( 遼寧忠旺集團有限公 司 ) by way of a separate listing on the Shanghai Stock Exchange (the "Proposed Spin- off") and all relevant documents or agreements in connection therewith or contemplated thereunder be and are hereby approved; and

8. the Directors be and are hereby authorised to implement the Proposed Spin-off and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Proposed Spin-off, including, without limitation, the internal restructuring of the Company and the assets restructuring of the CRED Holding (as described in the Circular)."

9. "THAT provided that the Proposed Placement constitutes a deemed disposal of the Company's interests in CRED Holding,

10. the deemed disposal of the Company by way of the Proposed Placement by CRED Holding (the "Deemed Disposal") and all relevant documents or agreements in connection therewith or contemplated thereunder be and are hereby approved; and

11. the Directors be and are hereby authorised to implement the Deemed Disposal and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Deemed Disposal."

Notes:

1. The register of members of the Company will be closed from Wednesday, 31 August 2016 to Tuesday, 6 September 2016 (both dates inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the EGM all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 30 August 2016.

2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjourned meeting.

3. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll.

By order of the Board

China Zhongwang Holdings Limited Liu Zhongtian

Chairman

Hong Kong, 22 August 2016

As at the date hereof, the Board consists of:

Executive Directors

Mr. Liu Zhongtian, Mr. Lu Changqing and Mr. Gou Xihui

Non-executive Directors

Mr. Chen Yan and Ms. Zhong Hong

Independent non-executive Directors

Mr. Wong Chun Wa, Mr. Wen Xianjun, Mr. Shi Ketong and Mr. Lo Wa Kei, Roy

* For identification purpose only