E143888A Chun Wo 1..5

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00711)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of Chun Wo Development Holdings Limited (the ''Company'') will be held at Star Room, Level 42, Langham Place, Mongkok, Hong Kong, 555 Shanghai Street, Mongkok, Kowloon, Hong Kong on Friday, 19 December 2014 at 2 : 30 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:
1. ''THAT:
ORDINARY RESOLUTIONS
(a) the terms of the subscription agreement dated 16 September 2014 (the

''Subscription Agreement'') entered into between the Company and China New Way Investment Limited as the subscriber (the ''Offeror'') (details relating to the Subscription Agreement are set out in the circular of the Company dated 26

November 2014 (the ''Circular'') and a copy of the Subscription Agreement marked ''A'' has been produced to the SGM and initialled by the chairman of the SGM for the purpose of identification), be and are hereby ratified, confirmed and approved;
(b) the creation and issue by the Company, pursuant to the Subscription Agreement, of the zero coupon convertible bonds in the aggregate principal amount of up to HK$84,266,000 due on the third anniversary of the date of issue of the convertible bonds (the ''Convertible Bonds'') to the Offeror, be and are hereby approved;

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(c) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the New Shares (as defined below) to be allotted and issued pursuant to the Subscription Agreement and upon the conversion of the Convertible Bonds, the directors of the Company (the ''Directors'') be and are hereby granted a specific mandate (the

''Specific Mandate'') to allot and issue, credited as fully paid, (i) 100,000,000 ordinary shares of HK$0.10 each (the ''Subscription Shares'') as required to be issued and allotted pursuant to the Subscription Agreement; and (ii) a maximum of

182,000,000 ordinary shares of HK$0.10 each (the ''Conversion Shares'', together with the ''Subscription Shares'', the ''New Shares'') in the share capital of the Company as may be required to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds at an initial conversion price of HK$0.463 per ordinary share of HK$0.10 each in the share capital of the Company (''Share'') (subject to adjustment pursuant to the terms and conditions of
the Convertible Bonds), on and subject to the terms and conditions of the
Convertible Bonds, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke the existing general mandate granted to the Directors by the shareholders of the Company (the ''Shareholders'') in the annual general meeting of the Company held on 22 August 2014;
(d) all transactions contemplated under the Subscription Agreement and in connection with the issue and allotment of the New Shares and the issue of the Convertible Bonds (collectively referred to as the ''Transactions'') be and are hereby approved; and
(e) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such documents and to take such steps as they consider necessary, desirable or expedient in connection with the Subscription Agreement, the issue of the Convertible Bonds, the allotment and issue of the Subscription Shares and the Conversion Shares upon conversion of the Convertible Bonds and/or to give effect to the terms of, or the Transactions contemplated by, the Subscription Agreement.''
2. ''THAT:
conditional upon the completion of the Share Premium Reduction (as defined below) in resolution no. 6 below and the passing of the ordinary resolution by the shareholders of Excel Value International Limited (''Privateco'', together with its subsidiary, the

''Privateco Group'') to approve a sub-division of each authorised issued and unissued shares of Privateco of par value of US$1.00 each to 100 shares of Privateco of par value of US$0.01 each (the ''Privateco Shares''), an increase of the maximum number

of the Privateco Shares that Privateco is authorised to issue, and the allotment and issue
of the Privateco Shares, the distribution in specie in the following manner (the

''Distribution In Specie'') be and is hereby approved:

(a) the Privateco Shares held by the Company be distributed to the Shareholders whose names appear on the register of members of the Company as at the close of business of a record date (the ''Record Date'') to be determined by the Directors, which shall be a date falling after the SGM but before the Sale and Purchase Completion Date (as defined in the Circular) and the Subscription Completion Date (as defined in the Circular), on a one-for-one basis (i.e. one Privateco Share for one Share held by such Shareholders) out of the Company's reserves available for distribution;

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(b) for those overseas Shareholders whose names appear on the register of members of the Company as at the close of business of the Record Date but to whom the Directors, based on enquiries made with its lawyers, consider it necessary or expedient not to offer the Privateco Shares to them under the Distribution In Specie (the ''Excluded Overseas Shareholders''), arrangement be made for the Privateco Shares which would otherwise be distributed to the Excluded Overseas Shareholders to be held by a person to be authorised by the Directors and that person will sell such Privateco Shares to Well Perfection Limited at HK$0.181 per Privateco Share for the benefits and accounts of such Excluded Overseas Shareholders; and
(c) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all documents on behalf of the Company in accordance with the bye- laws of the Company (''Bye-laws''), including under seal where necessary, and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the foregoing in respect of the Distribution In Specie and/or the transactions contemplated thereunder.''
3. ''THAT:
(a) the maturity date of the 7.25% bonds (the ''Bond'') with an aggregate outstanding principal amount of HK$150,000,000 issued by the Company to Talent Effort Limited (''Talent Effort'') be extended to 23 November 2015 (the ''Bond Extension'') pursuant to the bond extension agreement to be entered into between the Company and Talent Effort (the ''Bond Extension Agreement'', a copy of which marked ''B'' has been produced to the SGM and initialled by the chairman of the SGM for the purpose of identification), and the transactions contemplated thereunder be and are hereby approved; and
(b) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such documents and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the Bond Extension and the Bond Extension Agreement (including but not limited to entering into any supplemental or variation agreement thereto) and the transactions contemplated thereunder.''
4. ''THAT:
(a) the unsecured loan of HK$50,500,000 bearing an interest rate of 7.25% per annum and repayable on demand, proposed to be extended by GT Winners Limited to Smart Wealth Asia Pacific Limited, a direct wholly-owned subsidiary of Privateco, before the Distribution In Specie (the ''GT Winners Loan''), and the transactions contemplated thereunder, be and are hereby approved; and
(b) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such documents and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the GT Winners Loan (including but not limited to entering into any agreement in respect of the GT Winners Loan or any supplemental or variation agreement thereto) and the transactions contemplated thereunder.''

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5. ''THAT:
(a) the authorised share capital of the Company be increased from HK$150,000,000 divided into 1,500,000,000 Shares to HK$250,000,000 divided into 2,500,000,000
Shares by the creation of an additional 1,000,000,000 Shares (''Increase in
Authorised Share Capital''); and
(b) the Directors be and are hereby authorised to execute all such other documents, instruments and agreements and to do all such acts or things for and on behalf of the Company as they may consider appropriate or desirable relating to or in connection with the matters contemplated in and for completion of the Increase in Authorised Share Capital.''
To consider and, if thought fit, passing, with or without modifications the following resolution as a special resolution of the Company:
6. ''THAT:
SPECIAL RESOLUTION
conditional on resolution no. 2 above being passed and the compliance by the Company with the relevant legal and regulatory procedures and requirements under Bermuda laws and the Bye-Laws to effect the Share Premium Reduction (as defined below), with effect from the Business Day (as defined in the Circular) immediately following the date of the passing of this resolution:
(a) the sum standing to the credit of the share premium account of the Company be reduced by HK$200,000,000 and the entire amount of the credit arising from such reduction be transferred to the Company's reserves available for distribution (the

''Share Premium Reduction''); and

(b) the Directors be and are hereby authorised to apply the amount standing to the credit of the Company's reserves available for distribution in any manner permitted by the applicable laws of Bermuda and the Bye-Laws, including, but not limited to effecting, as applicable, the Distribution In Specie (as defined in resolution no. 2 above); and
(c) the Directors be and are hereby authorised to take all actions and execute all such documents on behalf of the Company in accordance with the Bye-Laws, including under seal where necessary, as they may consider necessary, desirable or expedient to give effect to the foregoing in respect of the Share Premium Reduction and/or any of the transactions contemplated thereunder.''
By Order of the Board
Chun Wo Development Holdings Limited Kwok Yuk Chiu, Clement Managing Director
Hong Kong, 26 November 2014

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Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head Office and Principal Place of Business in Hong Kong:
C2, 5th Floor
Hong Kong Spinners Industrial Building
601-603 Tai Nan West Street
Cheung Sha Wan
Kowloon
Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the SGM (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his or her stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the SGM is enclosed herewith. If you wish to appoint proxy(ies), you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to be revoked.

3. 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 notarially certified copy thereof, must be deposited at the Hong Kong Branch Share Registrar of the Company, Tricor Secretaries Limited (''Tricor'') at Level 22, Hopewell Centre, 183

Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM (or any adjournment thereof).

4. In the case of joint registered holders of Shares, any one of such holders may attend and vote at the SGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM (or any adjournment thereof), either personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

5. All the resolutions are to be voted by way of poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

6. The register of members of the Company will be closed from Thursday, 18 December 2014 to Friday, 19

December 2014 (both days inclusive) for the purpose of determining the entitlement to attend and vote at the SGM. During such period, no transfer of Shares will be registered and no Shares will be allotted and issued on the exercise of the subscription rights attached to the share options granted by the Company. In order to be eligible to attend and vote at the SGM, all completed transfer documents accompanied by the relevant share certificate(s) must be lodged with Tricor at the above address for registration not later than 4 : 30 p.m. on Wednesday, 17 December 2014. Shareholders whose names appear on the register of members of the Company on Friday, 19 December 2014 shall be entitled to attend and vote at the SGM.

As at the date of this notice, the executive directors of the Company are Mr. Pang Yat Ting, Dominic, Mr. Pang Yat Bond, Derrick, Mr. Kwok Yuk Chiu, Clement and Madam Li Wai Hang, Christina and the independent non-executive directors of the Company are Mr. Au Son Yiu, Mr. Chan Chiu Ying, Alec, Mr. Hui Chiu Chung, Stephen JP and Mr. Lee Shing See GBS, OBE, JP.
The English text of this notice shall prevail over its Chinese text.

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