Baoye Group Company Limited — Proxy Solicitation & Information Statement 2017

Jul 27, 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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偉俊集團控股有限公司 *** Wai Chun Group Holdings Limited**

(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Wai Chun Group Holdings Limited (the “ Company ”) will be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 23 August 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the entering of the agreement between Beijing HollyBridge System Integration Co., Limited (“ Beijing HollyBridge ”) and Wai Chun Culture Development (Shanghai) Company Limited (“ Wai Chun Culture ”) in relation to the provision of on-site services to Wai Chun Culture for the year ended 31 March 2017 set out therein (the “ On-site Services Agreement ”) (a copy of the On-site Services Agreement has been produced to this meeting marked “A” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder and the annual cap thereunder the On-site Services Agreement, be and are hereby approved and rectified;

3. (b) any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the On-site Services Agreement and transactions thereof.”

• for identification purpose only

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2. “ THAT :

• (a) the entering of the agreement between Beijing HollyBridge and Wai Chun Culture in relation to the procurement of network equipment to Wai Chun Culture for the year ended 31 March 2017 set out therein (the “ Network Services Agreement ”) (a copy of the Network Services Agreement has been produced to this meeting marked “B” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder and the annual cap thereunder the Network Services Agreement, be and are hereby approved and rectified;

• (b) any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Network Services Agreement and transactions thereof.”

By order of the Board Wai Chun Group Holdings Limited Lam Ching Kui Chairman & Chief Executive Officer

Hong Kong, 28 July 2017

Registered office: 13/F., Admiralty Centre 2 18 Harcourt Road, Admiralty Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares of the Company (the “ Shares ”) may appoint more than one proxy to represent him to attend and vote on his behalf at the SGM. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the SGM, 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 Shares shall alone be entitled to vote in respect thereof.

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1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office (the “ Branch Share Registrar ”) of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the SGM (or any adjournment thereof).

2. In order to qualify for attending and voting at the SGM (or any adjournment thereof), all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the branch share registrar at the above address by no later than 4:00 p.m. on Wednesday, 16 August 2017.

3. Delivery of an instrument appointing a proxy should not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Wednesday, 23 August 2017, the SGM will be held as scheduled at 10:00 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted at 7:00 a.m. or any time after on Wednesday, 23 August 2017, the SGM will be adjourned to 10:00 a.m. on Wednesday, 30 August 2017 at the same venue.

As at the date of this notice, the Board consists of one executive Director, namely Mr. Lam Ching Kui (Chairman & Chief Executive Officer), and three independent non-executive Directors, namely Mr. Ko Ming Tung, Edward, Mr. Shaw Lut, Leonardo and Mr. To Yan Ming, Edmond.

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