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.
富 陽（ 中國 ）控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00352)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETINGA notice convening the Annual General Meeting to be held at Empire Room 1, 1/F, Empire Hotel Hong Kong • Wan Chai, 33 Hennessy Road, Wan Chai, Hong Kong at 2:30 p.m. on 17 June 2016 is set out on pages 31 to 35 of this circular.
Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.
15 April 2016
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the BoardIntroduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Grant of General Mandate, Repurchase Mandate and Extension Mandate. . . . . . . . . . . 5
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Recommendations 10
General 10
Responsibility statement 10
Miscellaneous 10
Appendix I - Explanatory Statement on the Repurchase Mandate 11 Appendix II - Details of the Directors proposed to be re-elected at the Annual General Meeting 16 Appendix III - Summary of the principal terms of the New Share Option Scheme 20 Notice of Annual General Meeting 31In this Circular, unless the context otherwise requires, the following expressions have the following meanings:
"Adoption Date" the date on which the New Share Option Scheme is to be conditionally adopted by ordinary resolution of the Shareholders
"Annual General Meeting" the annual general meeting of the Company to be
convened and held at Empire Room 1, 1/F, Empire Hotel Hong Kong • Wan Chai, 33 Hennessy Road, Wan Chai, Hong Kong on 17 June 2016, the notice of which is set out on pages 31 to 35 of this circular, and any adjournment thereof
"Articles of Association" the articles of association of the Company, as amended
from time to time
"associate(s)" has the same meaning as defined under the Listing Rules
"Board" the board of Directors
"close associate(s)" has the same meaning as defined under the Listing Rules
"Companies Law" the Companies Law, Cap 22 (Law 3 of 1961 , as consolidated and revised) of the Cayman Islands
"Company" Fortune Sun (China) Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
"connected person(s)" has the same meaning as defined under the Listing Rules "core connected person(s)" has the same meaning as defined under the Listing Rules "Director(s)" director(s) of the Company
"Existing Share Option Scheme"
the existing post-IPO share option scheme of the Company adopted on 10 June 2006
"Extension Mandate" a general and unconditional mandate proposed to be granted
to the Directors to the effect that the total number of Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
"General Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the total number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 8 April 2016, being the latest practicable date prior to the
printing of this circular for ascertaining certain information herein
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"New Share Option Scheme" the share option scheme of the Company proposed to be
adopted by the Shareholders at the Annual General Meeting
"Option(s)" option(s) granted or to be granted under the Pre-IPO Share Option Scheme, the Existing Share Option Scheme or the New Share Option Scheme
"PRC" the People's Republic of China
"Pre-IPO Share Option Scheme"
the pre-IPO share option scheme adopted by the Company on 10 June 2006