Art Group Holdings Limited — Proxy Solicitation & Information Statement 2016

Oct 31, 2016

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.

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ART GROUP HOLDINGS LIMITED 錦藝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 565)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Art Group Holdings Limited (the “ Company ”) will be held at Lotus Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong at 9:30 a.m. or immediately after the conclusion of the annual general meeting of the Company on Wednesday, 16 November 2016.

To consider and, if thought fit, pass with or without modification, the following resolutions which will be proposed, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

• (a) the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 2,000,000,000 shares to HK$50,000,000 divided into 5,000,000,000 shares by creation of an addition 3,000,000,000 shares of HK$0.01 par value each in the capital of the Company (the “ Increase in Authorised Share Capital ”);

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• (b) the Directors be and are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the Increase in Authorised Share Capital.”

1. “ THAT subject to and conditional upon (i) the passing of the first resolution set out above; (ii) The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Bonus Shares (as defined below); and (iii) compliance with the relevant legal procedures and requirements under the applicable laws of the Cayman Islands and the articles of association of the Company to effect the Bonus Issue (as defined below):

   • (a) an amount standing to the credit of the share premium account of the Company which is equivalent to the aggregate nominal amount of the Bonus Shares (as defined below) to be issued by the Company be capitalised and the Directors be and are hereby authorised to apply such amount in paying up in full at par such number of new shares of HK$0.01 each in the capital of the Company (the “ Bonus Shares ”) on the basis of 10 Bonus Shares for every 10 existing shares in issue on Thursday, 24 November 2016 (the “ Record Date ”), and the Directors be authorised to allot, issue and distribute the Bonus Shares, which are credited as fully paid, to the Qualifying Shareholders (as defined in the circular of the Company dated 1 November 2016) (the “ Bonus Issue ”);

   • (b) in case where the address of any holder of shares as shown on the register of members of the Company on the Record Date is outside Hong Kong (the “ Overseas Shareholders ”) and upon making relevant enquiries, the Directors consider the exclusion of such Overseas Shareholders in necessary or expedient, the Bonus Shares shall not be issued to such Overseas Shareholders (the “ Excluded Shareholders ”) but shall be aggregated and sold in the market as soon as practicable after dealings in the Bonus Shares commence. Any net proceeds of sale, after deduction of the related expenses, of HK$100.00 or more, will be distributed in Hong Kong dollars to the relevant Excluded Shareholders, if any, pro-rata to their respective shareholdings and remittances therefor will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorised to retain such amount for the benefit of the Company;

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• (c) the Bonus Shares to be issued, allotted and distributed in the manner referred to in this resolution shall be subject to the memorandum and articles of association of the Company and shall rank pari passu in all respects with the existing issued and unissued shares on the Record Date, except that they will not be entitled for the issue of Bonus Shares mentioned in this resolution; and

• (d) the Directors be and are hereby authorised, at their absolute discretion, to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in this resolution.”

By the order of the Board Art Group Holdings Limited Chen Jinyan Chairman

Hong Kong, 1 November 2016

Registered office: Principal place of business in Cricket Square Hong Kong: Hutchins Drive Unit 1407, 14th Floor P.O. Box 2681 China Merchants Tower Grand Cayman KY1-1111 Shun Tak Centre Cayman Islands 168-200 Connaught Road Central Hong Kong

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Notes:

1. A member entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting or at any adjournment thereof, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons 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.

3. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

4. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting or any adjournment thereof if they so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the executive directors of the Company are Mr. Chen Jinyan, Mr. Chen Dong and Mr. Chen Jinqing; and the independent non-executive directors of the Company are Mr. Kwan Chi Fai, Mr. Lin Ye and Mr. Yang Zeqiang.

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