All Asia Asset Capital : AGM 2016 Circular

68bbd7f0-ad24-4075-9596-64267849a5f8.pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in the Company or Depositary Interests, please forward this document together with the enclosed accompanying Form of Proxy or Form of Instruction (as applicable) to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

This document does not constitute an offer to issue or sell or a solicitation of any offer to subscribe for or buy Ordinary Shares in the Company or Depositary Interests.

This document does not constitute and shall not be construed as an offer or solicitation to the public in the British Virgin Islands to subscribe for Ordinary Shares or Depositary Interests. Neither Ordinary Shares nor Depositary Interests shall be acquired for the account or benefit of any person who is a resident of, or who is domiciled in, the British Virgin Islands, other than a Business Company incorporated in the British Virgin Islands that is not resident in the British Virgin Islands, nor to a custodian, nominee or trustee of any such person.

The distribution of this document in jurisdictions other than the United Kingdom and the British Virgin Islands may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions and so incur the risk of civil or criminal liabilities.

ALL ASIA ASSET CAPITAL LIMITED

(Incorporated and registered in the British Virgin Islands with registered no: 1733571)

Notice of Annual General Meeting

The whole of this document should be read by Shareholders and holders of Depositary Interests. Your attention is drawn to the letter from the Chairman and to the recommendation that Shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting.

A notice convening an Annual General Meeting of the Shareholders of the Company to be held at 2302, 23/F, New World Tower 1, 18 Queen's Road Central, Central, Hong Kong at 3.00 p.m. (Hong Kong time) on Monday, 18 July 2016 is set out at the end of this document. Shareholders will find enclosed a Form of Proxy, and DI Holders will find enclosed a Form of Instruction, for use in connection with the Annual General Meeting.

To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon as soon as possible but in any event not later than 8.00 a.m. (London time) on Friday, 15 July 2016. The return of a Form of Proxy will not preclude a Shareholder from attending, speaking or voting in person at the Annual General Meeting should they so wish.

DI Holders may vote by completing, signing and returning the enclosed Form of Instruction in accordance with the instructions printed thereon. To be valid, the Form of Instruction should be completed, signed and returned as soon as possible but in any event not later than

1. a.m. (London time) on Thursday, 14 July 2016. By returning the Form of Instruction, the DI Holder is directing the custodian Computershare Company Nominees Limited to vote the Ordinary Shares underlying the Depositary Interests in accordance with their instructions.

   This document will be available for download from the Company's website: www.aaacap.com. Neither the contents of the Company's website, nor any other website accessible from hyperlinks thereon, is incorporated into or forms part of this document, nor, unless previously published by means of a regulated information service, should any such information be relied on in reaching a decision regarding the matters set out in this document.

   Forward-looking Statements

   This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations.

   By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document reflect the Directors' and the Company's view with respect to future events as at the date of this document and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and strategy. Save as required by law, neither the Company has nor the Directors have any obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.

   PART I LETTER FROM THE CHAIRMAN OF THE COMPANY ALL ASIA ASSET CAPITAL LIMITED

   (Incorporated and registered in the British Virgin Islands with registered no: 1733571)

   Directors: Robert Anthony Rowland Berkeley (Executive Chairman and Finance Director) Wai Tak Jonathan Chu (Executive Director) (Dominic) Seah Boon Chin (Independent Non-Executive Director)

   Registered office: Commerce House Wickhams Cay 1 P.O. Box 3140 Road Town, Tortola British Virgin Islands, VG1110

   22 June 2016

   To holders of Ordinary Shares and DIs Dear Shareholders and DI Holders, Notice of Annual General Meeting

2. Introduction

   I am pleased to be writing to you with details of the Annual General Meeting of your Company to be held at

   3.00 p.m. (Hong Kong time) on Monday, 18 July 2016 at 2302, 23/F, New World Tower 1, 18 Queen's Road Central, Central, Hong Kong.

   The purpose of this document is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting and of the action you should take in order to register your vote.

3. Annual General Meeting

   The notice convening the Annual General Meeting is set out on pages 6 to 7 of this document. I set out below further information on the resolutions to be proposed.

   Resolution 1 - Receiving and adopting the Accounts

   Resolution 1 proposes the receiving and adopting of the Accounts for the period from 1 January to 31 December 2015, together with the reports of the Directors and the auditors which are enclosed with this letter and are also available on the Company's website www.aaacap.com.

   Resolution 2 - Reappointment of auditors and authority for the Directors to fix the auditors' remuneration

   Elite Partners CPA Limited has agreed to continue as the Company's auditor until the close of the next annual general meeting. The Directors recommend that Elite Partners CPA Limited be reappointed as the Company's auditor. Resolution 2 shall, if passed, approve the reappointment of Elite Partners CPA Limited as the Company's auditor and authorise the Directors to negotiate and agree the remuneration of the auditors.

   Resolutions 3 - Re-election of Director

   The Articles of Association require certain of the Directors to retire by rotation and that any Director appointed to the board to retire at the next annual general meeting of the Company following his appointment (in both instances the Directors shall be eligible for re-election). Accordingly, (Dominic) Seah Boon Chin is offering himself for re-election. The Board has considered the performance of the Director to be re-elected at the Annual General Meeting and is satisfied that his performance continues to be effective and he demonstrates commitment to his role. Resolution 3 proposes the re-election of (Dominic) Seah Boon Chin.

   Resolution 4 - Authority to allot shares or grant subscription or conversion rights

   Resolution 4 asks Shareholders to grant the Directors authority to allot new Ordinary Shares in the Company or grant rights to subscribe for or convert any security into new Ordinary Shares in the Company over up to 106,413,036 new Ordinary Shares, being one-half of the issued Ordinary Shares as at 21 June 2016 (being the latest practicable date prior to the publication of this document). Resolution 4 will, if passed, replace the existing authority which expires at the end of the Annual General Meeting and will itself expire at the end of the next annual general meeting of the Company.

   Resolution 5 - Disapplication of pre-emption rights

   The Company is not subject to any pre-emption rights or limits on the issue of Ordinary Shares under the laws of the British Virgin Islands. However, under the Articles of Association, except where authorised by a special resolution of Shareholders or otherwise permitted by the Articles of Association, any issue of Ordinary Shares for cash must be offered first to existing shareholders in proportion to their existing holdings. Resolution 5 will, if passed, replace the existing authority and permit the issue of up to 31,923,910 new Ordinary Shares, being 15 per cent. of the issued Ordinary Shares as at 21 June 2016 (being the latest practicable date prior to the publication of this document) without first offering the securities to existing shareholders. The Directors believe that an authority to issue 15 per cent. of the Company's issued share capital for cash without first offering the securities to existing holders is in the best interests of Shareholders as it will give the Company flexibility to access funds at short notice that may be required for working capital purposes and to enable the Company to make investments in line with the Company's Investing Policy.

   Each of resolutions 1 to 4 (inclusive) set out in the notice of Annual General Meeting will be proposed as ordinary resolutions requiring approval of the majority of the Shareholders entitled to vote and voting in person or by proxy, or where a corporation, by a duly authorised representative at the Annual General Meeting. Resolution 5 will be proposed as a special resolution requiring approval of 75 per cent. of those Shareholders entitled to vote and voting in person or by proxy, or where a corporation, by a duly authorised representative at the Annual General Meeting.

   Any resolution proposed at the Annual General Meeting will be decided on a show of hands unless a poll is demanded in accordance with the Company's Articles of Association. On a show of hands, every Shareholder present in person or by proxy or corporation present by a duly authorised representative is entitled to one vote regardless of the number of Ordinary Shares held by such Shareholder. On a poll, all Shareholders present in person or by proxy or corporation present by a duly authorised representative are entitled to one vote for each Ordinary Share held. A Shareholder entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend and vote instead of the Shareholder. Instructions for appointing a proxy are set out in section 3 below and in the enclosed Form of Proxy.

   DI Holders may vote by completing, signing and returning a Form of Instruction. Instructions for completing and returning the Form of Instruction are set out in section 3 below and in the enclosed Form of Instruction. Each DI represents one Ordinary Share.

4. Action to be taken

5. Shareholders

   Shareholders will find enclosed with this document a Form of Proxy for use by Shareholders at the Annual General Meeting. Whether or not a Shareholder intends to attend the Annual General Meeting, he is requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, Forms of Proxy, together with any power of attorney or other authority under which the forms are executed, must be deposited at the office of the Company's registrar, Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom or by fax at [phone] or scanned and emailed to [e-mail] not later than 8.00 a.m. (London time) on Friday, 15 July 2016 (or 48 hours before any adjourned Annual General Meeting). Completion of the Form of Proxy will not prevent a Shareholder from attending and voting at the Annual General Meeting if he chooses to do so.

   DI Holders

   DI Holders will find enclosed with this document a Form of Instruction. DI Holders are requested to complete and return the Form of Instruction in accordance with the instructions printed thereon. To be valid, Forms of Instruction, together with any power of attorney or other authority under which the forms are executed, must be deposited with Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom not later than 8.00 a.m. (London time) on Thursday, 14 July 2016 (or 72 hours before any adjourned Annual General Meeting). By returning the Form of Instruction, the DI Holder is directing the custodian Computershare Company Nominees Limited to vote on the Ordinary Shares underlying the DIs in accordance with their instructions.

   Recommendation

   The Directors consider that the resolutions to be put to the Annual General Meeting are in the best interests of Shareholders as a whole and, accordingly, recommend that Shareholders and DI Holders vote in favour of the resolutions as the Directors intend to do in respect of their own holdings of Ordinary Shares which, in aggregate, amount to 14,914,575 Ordinary Shares (representing approximately 7 per cent. of the issued shares of the Company) as at 21 June 2016 (being the latest practicable date prior to the publication of this document).

   Yours faithfully,

   Robert Anthony Rowland Berkeley Chairman