Alpha Professional Holdings Limited — Proxy Solicitation & Information Statement 2017

Sep 25, 2017

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

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Z-Obee Holdings Limited 融達控股有限公司[*] (Provisional Liquidators Appointed)

(Incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 948) (Singapore Stock Code: D5N)

NOTICE OF SGM

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Z-Obee Holdings Limited (Provisional Liquidators Appointed) (the “ Company ”) will be held at Admiralty Conference Centre at 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Monday, 16 October 2017, at 10:00 a.m. (or any adjournment thereof will be held at the duly notified place, day and time) for the purpose of considering as special business and, if thought fit, passing with or without modifications the following resolutions of the Company (unless otherwise indicated, capitalised terms used in this notice have the same meanings as those defined in the circular of the Company dated 25 September 2017 of which this notice forms part (the “ Circular ”)):

RESOLUTIONS

Proposed Restructuring

1. “ THAT

2. (a) subject to resolution numbered 2 as set out in this notice of the SGM (the “ Notice ”) having been passed and subject to (i) the Listing Committee granting the listing of, and permission to deal in, all the Consolidated Shares upon the Share Consolidation (as defined below) becoming effective and (ii) compliance by the Company with the requirements of section 45 of the Companies Act:

   • (i) every twenty shares of the Company with par value of US$0.008 each be consolidated into one consolidated share (each a “ Consolidated Share ”) with par value of US$0.16 each (the “ Share Consolidation ”) and the Directors and the Provisional Liquidators of the Company be authorised to aggregate and sell any fractional entitlements arising from the Share Consolidation in the form of Consolidated Shares for the benefit of the Company in such manner and on such terms as the Directors and the Provisional Liquidators may think fit;

   • (ii) immediately following the Share Consolidation and the aggregation of fractional entitlements, the authorised share capital of the Company be increased from US$10,000,000 (divided into 1,250,000,000 Shares of nominal value of US$0.008 each) to US$100,000,000 (divided into

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625,000,000 Consolidated Shares of nominal value US$0.16 each) by the creation of 562,500,000 additional Consolidated Shares (“ Increase in the Authorised Share Capital ”);

• (iii) each such new Consolidated Share, upon issue, shall rank pari passu in all respects with the existing issued Consolidated Shares and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association and bye-laws of the Company; and

• (iv) the Provisional Liquidators and the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Share Consolidation and the Increase in the Authorised Share Capital and the transactions contemplated respectively thereunder;

• (b) subject to resolution numbered 2 as set out in the Notice having been passed, and subject to the fulfilment of all the conditions precedent set out in the underwriting agreement dated 20 September 2017 (the “ Underwriting Agreement ”, a copy of which marked “UA” has been produced to the Meeting and signed by the chairman of the Meeting for identification purpose) and entered into between the Company, the Provisional Liquidators and the Underwriter:

• (i) the allotment and issue by way of an open offer (the “ Open Offer ”) of 15,253,753 Consolidated Shares (the “ Offer Shares ”) at the offer price of US$0.16 per Consolidated Shares in the proportion of two Offer Shares for every five Consolidated Shares to the qualifying shareholders of the Company (the “ Qualifying Shareholders ”) whose names appear on the register of members of the Company on such date and time as the Company may determine to be the record date of such Open Offer (the “ Open Offer Record Date ”), other than those shareholders whose addresses on the register of members of the Company are in a place outside Hong Kong on the Open Offer Record Date to whom the Company, after making enquiries, considers it necessary or expedient on account of legal restrictions or obligations under the laws of the relevant territory or the requirements of the relevant regulatory body or stock exchange in that territory not to offer the Offer Shares (the “ Excluded Shareholders ”);

• (ii) the entry into the Underwriting Agreement by the Company and the Provisional Liquidators and the performance of all the transactions contemplated thereunder by the Company and the Provisional Liquidators be and are hereby approved, confirmed and ratified;

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• (iii) the Directors and the Provisional Liquidators be and are hereby authorised to allot and issue the Offer Shares pursuant to the Open Offer notwithstanding the same may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, the Directors and the Provisional Liquidators may make such exclusions or other arrangements as they may, in their absolute discretion, consider necessary, desirable or expedient to having regard to any restrictions or obligations under the bye-laws of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, in relation to the Excluded Shareholders, the treatment on fractional entitlements, the absence of the Qualifying Shareholders’ entitlement to apply for Offer Shares in excess of their entitlements, and the underwriting of the Offer Shares by the Underwriter;

• (iv) the Provisional Liquidators and the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Underwriting Agreement and the Open Offer and the transactions contemplated thereunder and, where required, any amendment of the terms of the Underwriting Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations;

• (c) subject to resolution numbered 2 as set out in the Notice having been passed:

• (i) the Second Amendment and Restatement Agreement together with the Framework Agreement (a copy of which is tabled at the meeting and marked “FA” and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

• (ii) the Provisional Liquidators and the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Second Amendment and Restatement Agreement and the Framework Agreement and the transactions contemplated thereunder and, where required, any amendment of the terms of the Second

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Amendment and Restatement Agreement and the Framework Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations;

• (d) subject to resolution numbered 2 as set out in the Notice having been passed, and subject to the fulfilment of all the conditions precedent set out in the Investor Share Subscription Agreement and the Tongfang Share Subscription Agreement (a copy of which marked “ISS” and “TSS” respectively has been produced to this Meeting and signed by the chairman of the Meeting for identification purposes):

• (i) the subscription by Alpha Professional of 188,134,528 Investor Subscription Shares and by Tongfang Asset Management (Cayman) Company Limited of 12,711,719 Tongfang Subscription Shares (together, the “ Subscription Shares ”) at the subscription price of US$0.16 each pursuant to the terms of the Investor Share Subscription Agreement and the Tongfang Share Subscription Agreement (together, the “ Share Subscription Agreements ”) be and are hereby approved, confirmed and ratified;

• (ii) the entry into the Share Subscription Agreements and the performance of all the transactions contemplated thereunder by the Company be and are hereby approved, confirmed and ratified;

• (iii) subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares either unconditionally or subject to such conditions as may be required by the Stock Exchange, the allotment and issue of the Subscription Shares (the “ Specific Mandate ”) pursuant to the Share Subscription Agreements be and are hereby approved;

• (iv) the Specific Mandate is in addition to, and shall not prejudice nor revoke, the existing general or special mandate(s) which may from time to time be granted to the Provisional Liquidators and/or the Directors prior to or at the same time as the passing of this resolution; and

• (v) the Provisional Liquidators and the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Share Subscription Agreements and the Specific Mandate and the transactions contemplated thereunder and, where required, any amendment of the terms of the Share Subscription Agreements as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.”

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Whitewash Waiver

1. “ THAT subject to resolution numbered 1 as set out in the Notice having been passed, the Whitewash Waiver granted by the Executive pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code waiving any obligation (either unconditionally or subject to such conditions as may be required by the SFC) on the part of Alpha Professional, to make a mandatory general offer for all the Consolidated Shares not already owned by them or agreed to be acquired by any of them arising from the Share Subscriptions, be and is hereby approved and the Directors and the Provisional Liquidators be and are hereby authorised generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Whitewash Waiver and the transactions contemplated thereunder.”

Election of Directors

“ THAT

1. Mr Xiong Jianrui be elected as an executive director of the Company with effect from the date of resumption of the trading of the shares of the Company on The Stock Exchange of Hong Kong Limited;

2. Mr Yi Pei Jian be elected as an executive director of the Company with effect from the date of resumption of the trading of the shares of the Company on The Stock Exchange of Hong Kong Limited;

3. Mr William Khoo be elected as an independent non-executive director of the Company with effect from the date of resumption of the trading of the shares of the Company on The Stock Exchange of Hong Kong Limited;

4. Mr Cui Songhe be elected as an independent non-executive director of the Company with effect from the date of resumption of the trading of the shares of the Company on The Stock Exchange of Hong Kong Limited;

5. Mr Lin Tao be elected as an independent non-executive director of the Company with effect from the date of resumption of the trading of the shares of the Company on The Stock Exchange of Hong Kong Limited.”

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General Authorisation

1. “ THAT in connection with the actions contemplated by the foregoing resolutions, each of the Directors, the Provisional Liquidators, officers, and any attorney or authorised signatories be, and such other persons as are authorised by any of them be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as any Director, Provisional Liquidator or officer or such duly authorised other person shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolutions, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or file (or cause to be made, executed, delivered or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents and waivers, and all amendments to any such agreements, documents, instruments or certificates, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable to carry out the intent of the foregoing resolutions, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced thereby.”

Ratification Of Prior Actions

1. “ THAT any and all actions of the Company, or of any Director, Provisional Liquidator or officer or any attorney or authorised signatory, taken in connection with the actions contemplated by the foregoing resolutions prior to the passing thereof be and hereby are ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval, and approved by, the Company prior to such action being taken.”

For and on behalf of

Z-Obee Holdings Limited

(Provisional Liquidators Appointed)

Donald Edward Osborn

Yat Kit Jong and

Man Chun So

Joint Provisional Liquidators Acting as agents without personal liability

Hong Kong, 25 September 2017

Registered office:

Clarendon House

2 Church Street Hamilton HM 11 Bermuda

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Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. A form of proxy for use in connection with the SGM is enclosed with this circular. To be valid, the form of proxy, and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint holders of any ordinary share of the Company, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. As at the date of this notice, the executive Directors are Mr. Lai Hui, Ms. Yang Jian Hui, Ms. Chen Ling and the independent non-executive Directors are Mr. Liu Jintao and Mr. Tsang Hin Fun Anthony.

5. Personal data privacy: By submitting a form of proxy (including a Depositor Proxy Form for shareholders in Singapore) appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the SGM and/or any adjournment thereof, a member of the Company and/or a Depositor (i) consents to the collection, use and disclosure of the personal data of the member and/or Depositor by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the SGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the SGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member and/or Depositor discloses the personal data of the proxy(ies) and/or representative(s) of the member and/or Depositor to the Company (or its agents or service providers), the member and/or Depositor has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member and/or Depositor will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the breach of warranty of the member and/or Depositor.

As at the date of this announcement, the executive Directors are Mr. Lai Hui, Ms. Yang Jian Hui, Ms. Chen Ling and the independent non-executive Directors are Mr. Liu Jintao and Mr. Tsang Hin Fun Anthony.

The Directors and the Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purpose only

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