Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 11, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bingo Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Bingo Group Holdings Limited.

BINGO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8220)

MAJOR TRANSACTION IN RELATION TO TRANSFER OF THE LEASING AGREEMENTS

A letter from the Board of the Company is set out on pages 4 to 14 of this circular. A notice convening an extraordinary general meeting of Bingo Group Holdings Limited to be held at The Foreign Correspondents’ Club, 2 Lower Albert Road, Central, Hong Kong on Tuesday, 2 August 2011 at 11:00 a.m. (or as soon as possible after conclusion or adjournment of the annual general meeting of the Company convened at 10:00 a.m. on the same day and at the same place) or any adjournment(s) thereof is set out on pages 36 to 37 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed.

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary 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 extraordinary general meeting or any adjournment thereof should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for a minimum period of 7 days from the date of its posting and on the website of the Company at http://www.bingogroup.com.hk.

11 July 2011

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix II – Unaudited Pro Forma Financial Information of the Group. . . . . . . . . .	17
Appendix III – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

– ii –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• “Board” the board of Directors “Business Day” any day (excluding Saturdays, Sundays and public holiday) on which banks are generally open for normal business in Hong Kong

• “CineChina” CineChina Limited, a company incorporated in Hong Kong with limited liability

• “Company” Bingo Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the GEM

• “connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held and convened for the purpose of considering and, if thought fit, approving the Transfer Agreement and the transactions contemplated thereunder

• “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Independent Third Party” any person or company and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief have made all reasonable enquiry, are third parties independent of the Company and its connected persons (as defined under the GEM Listing Rules)

“JV Agreement” the joint venture agreement relating to the cooperation between the Company and CineChina dated 9 June 2011 and entered into between Lofty Shine and CineChina; details of which are set out in the announcements of the Company dated 9 June 2011 and 13 June 2011

– 1 –

DEFINITIONS

“Latest Practicable Date”	8 July 2011, being the latest practicable date for the purpose of
	ascertaining information contained in this circular
“Leasing Agreements”	the four leasing agreements in respect of certain premises
	located in Linan, Hangzhou, Zhongshan, Tianjin in the PRC
	respectively for development and use as cinemas, each a
	“Leasing Agreement”
“Lofty Shine”	Lofty Shine Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned
	subsidiary of the Company
“Mr. Chiau”	Mr. Chiau Sing Chi, an executive Director
“Net Box Office Revenue”	gross box office revenue less business tax of 3.3% and movie
	fund tax of 5%
“PRC”	the People’s Republic of China which, for the purpose of this
	circular, excludes Hong Kong, Macau and Taiwan
“Proposed Acquisitions”	a discloseable transaction involving the proposed acquisitions
	of four cinema projects by Shine Wisdom, details of which are
	set out in the announcements of the Company dated 17 May
	2011 and 23 May 2011
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shanghai Longying”	上海龍影投資咨詢服務有限公司(Shanghai Longying
	Investment Consulting Services Company Limited), a company
	established under the laws of the PRC with limited liability and
	an Independent Third Party
“Share(s)”	ordinary share(s) of HK$0.02 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Shine Wisdom”	Shine Wisdom Limited, a company incorporated in Hong
	Kong with limited liability, a wholly-owned subsidiary of the
	Company as at the Latest Practicable Date and a non-wholly-
	owned subsidiary of the Company to be owned as to 70% by
	Lofty Shine and as to 30% by CineChina respectively upon
	completion of the JV Agreement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transfer”	the transfer of the Leasing Agreements by Shanghai Longying
	to Shine Wisdom pursuant to the Transfer Agreement
“Transfer Agreement”	the agreement relating to the transfer of the Leasing
	Agreements dated 9 June 2011 and entered into between Shine
	Wisdom and Shanghai Longying
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“US$”	United States dollars, the lawful currency of the United States
	of America
“%”	per cent
“sq. m”	square meters

For the purpose of this circular, the exchange rate of RMB1.00 = HK$1.195 and US$1.00 = HK$7.80 have been used for currency translation. Such exchange rates are for the purposes of illustration only and do not constitute a representation that any amount in RMB or US$ or HK$ have been, could have been or may be converted at such or any other rates.

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LETTER FROM THE BOARD

BINGO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8220)

Executive Directors: Mr. Chiau Sing Chi Mr. Chan Cheong Yee Mr. Yik Chok Man Mr. Fok Wai Ming Jackie

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands

Non-executive Directors: Mr. Chong Lee Chang Mrs. Chin Chow Chung Hang, Roberta

Independent non-executive Directors: Mrs. Chen Chou Mei Mei, Vivien Mr. Chum Kwan Yue, Desmond Mr. Wong Chak Keung

Principal place of business in Hong Kong: Room 1201-1204, 12th Floor, Sea Bird House, 22-28 Wyndham Street, Central, Hong Kong

11 July 2011

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO TRANSFER OF THE LEASING AGREEMENTS

INTRODUCTION

On 9 June 2011 (after trading hours), the Board announced that, among other things, Shine Wisdom, a wholly-owned subsidiary of the Company entered into the Transfer Agreement with Shanghai Longying on 9 June 2011 for the transfer of the Leasing Agreements at nil consideration in relation to the leasing of premises for development into 4 cinemas in the PRC.

The purpose of this circular is to provide the Shareholders with further details of the Transfer and the notice of the EGM.

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LETTER FROM THE BOARD

THE TRANSFER AGREEMENT

Shanghai Longying has entered into the Leasing Agreements as tenant with various independent landlords who are principally engaged in property development, leasing and/or investment in the PRC. Pursuant to the Transfer Agreement, Shanghai Longying has conditionally agreed to transfer and Shine Wisdom has conditionally agreed to accept the transfer of the Leasing Agreements for development into 4 cinemas located in Linan, Hangzhou, Zhongshan and Tianjin of the PRC respectively.

Principal terms of the Transfer Agreement are summarised as follows:

Date

9 June 2011

Parties

• (1) Shanghai Longying as transferor

• (2) Shine Wisdom as transferee

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Shanghai Longying is an Independent Third Party.

Consideration

The terms and conditions of the Transfer Agreement were agreed between Shine Wisdom and Shanghai Longying after arm’s length negotiation. The Transfer is at nil consideration, i.e., Shanghai Longying will not receive any monetary consideration from Shine Wisdom for the Transfer. After completion of the Transfer Agreement, Shine Wisdom will assume all the rights and obligations as the tenant under the Leasing Agreements. As such, the Directors (including the non-executive Directors) consider that the terms and conditions of the Transfer Agreement to be fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Conditions precedent

Completion of the Transfer Agreement is conditional upon and subject to:

• (a) all approvals, consents, authorisations and licenses (so far as necessary) required to be obtained on the part of Shanghai Longying in relation to the transactions contemplated under the Transfer Agreement (including but not limited to, the consents of the relevant landlords under the Leasing Agreements) having been obtained;

• (b) all approvals, consents, authorisations and licenses (so far as necessary) required to be obtained on the part of Shine Wisdom in relation to the transactions contemplated under the Transfer Agreement having been obtained;

• (c) the passing by the Shareholders at the EGM of an ordinary resolution to approve the Transfer Agreement and the transactions contemplated thereunder;

• (d) the obtaining of a PRC legal opinion (in form and substance satisfactory to Shine Wisdom) from a firm of PRC legal advisers appointed by Shine Wisdom in relation to the Transfer Agreement and the transactions contemplated thereunder; and

• (e) Shine Wisdom being satisfied with the results of the appropriate due diligence review to be conducted on the Leasing Agreements and related matters.

Conditions (d) and (e) are waivable by Shine Wisdom under the Transfer Agreement. The Company has no intention to waive such conditions. If the conditions have not been fulfilled (or as the case may be, waived) on or before 10 September 2011, or such later date as Shine Wisdom and Shanghai Longying may mutually agree, the Transfer Agreement shall cease and terminate, and thereafter neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

Completion

Completion of the Transfer shall take place within 5 Business Days after the fulfillment (or waiver) of the above conditions precedent or such later date as may be agreed between Shine Wisdom and Shanghai Longying.

Upon completion of the Transfer, Shine Wisdom will become the tenant under the Leasing Agreements.

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LETTER FROM THE BOARD

Estimated future costs

Upon completion of the Transfer, high-end digital cinema would be built on the leased premises under the Leasing Agreements. On the basis that 4 cinemas with up to 29 screens and up to 4,719 seats are planned to be built, the estimated future costs would amount to approximately RMB62,000,000 (approximately HK$74,090,000) at average cost of RMB13,000 (approximately HK$15,535) per seat.

It is the present intention of the Directors that the estimated future costs on the construction of the four cinema projects would be satisfied by bank borrowings and/or internal resources of the Group.

Particulars of the Leasing Agreements

The Leasing Agreement I

Date: 19 October 2010 Landlord: 臨安萬華投資管理有限公司 (Linan Wanhua Investment Management Company Limited) Tenant: Shanghai Longying Premises: 臨安市萬華廣場第4層 (Fourth floor of Linan Wanhau Plaza, Linan) Leased area: 3,671 sq. m Term: 15 years (from the date after the delivery of the premises to the tenant) Rental: 10% of Net Box Office Revenue or RMB1.2 million annually, whichever is higher; the turnover rental will increase by 0.25% yearly starting from the fourth year of lease term, with a cap at 12% of Net Box Office Revenue Use: Cinema operation and other related business

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LETTER FROM THE BOARD

It is the initial planning that the premises will be developed into a cinema completed with 6 screens with 1,281 seats in total.

The Leasing Agreement II

Date: 31 May 2011 Landlord: 杭州運河集團投資發展有限公司 (Hangzhou Yunhe Group Investment Development Company Limited) Tenant: Shanghai Longying Premises: 杭州市大河造船廠9號樓 (No. 9 Building, Dahe Zao Chuan Chang, Hangzhou) Leased area: 2,660 sq. m Term: 15 years (from 1 October 2011 to 30 September 2026) Rental: 10% of Net Box Office Revenue or RMB1.2 million annually, whichever is higher; the turnover rental will increase by 0.25% yearly starting from the fourth year of lease term, with a cap at 13% of Net Box Office Revenue Use: Cinema operation and other related business

It is the initial planning that the premises will be developed into a cinema completed with 10 screens with 1,298 seats in total.

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LETTER FROM THE BOARD

The Leasing Agreement III

Date: 28 May 2010 Landlord: 中山市皇爵假日廣場商業有限公司 (Zhongshan Huangjue Jia Ri Plaza Company Limited) Tenant: Shanghai Longying Premises: 中山市坦洲鎮坦神北路新行政中心118號皇爵假日廣 場物業第4層 (Fourth floor of Zhongshan Huangjue Jia Ri Plaza, No. 118 Xin Xing Zheng Zhongxin, Tanshen Bei Lu, Tanzhou Zhen, Zhongshan) Leased area: 2,619 sq. m Term: 15 years (from the date of delivery of the premises to the tenant) Rental: Rental payment as follows: The first to second year: 10% of Net Box Office Revenue or RMB700,000 annually, whichever is higher; The third to fifth year: 11% of Net Box Office Revenue or RMB780,000 annually, whichever is higher; The sixth to eighth year: 12% of Net Box Office Revenue or RMB900,000 annually, whichever is higher; The ninth to eleventh year: 13% of Net Box Office Revenue or RMB1 million annually, whichever is higher; The twelfth to fifteenth year: 13% of Net Box Office Revenue or RMB1.1 million annually, whichever is higher; Use: Cinema operation and other related business

It is the initial planning that the premises will be developed into a cinema completed with 6 screens with 774 seats in total.

– 9 –

LETTER FROM THE BOARD

The Leasing Agreement IV

Date: 10 February 2011 Landlord: 天津天邦投資發展有限公司 (Tianjin Tianbang Investment Development Company Limited) Tenant: Shanghai Longying Premises: 天津藍岸森林廣場電影城第5層 (Fifth floor of Lan An Cenlin Guang Chang Cinema City, Tianjin) Leased area: 3,153 sq. m Rent free period: 4 months commencing on the date of delivery of the premises to the tenant Term: 15 years (from the date after the expiry of the rent free period) Rental: RMB1.2 million annually or: The first to third year: 10% of Net Box Office Revenue; The fourth to sixth year: 11% of Net Box Office Revenue; The seventh to fifteenth year: 12% of Net Box Office Revenue; whichever is higher Use: Cinema operation and other related business

It is the initial planning that the premises will be developed into a cinema completed with 7 screens with 1,366 seats in total.

– 10 –

LETTER FROM THE BOARD

Terms of the Leasing Agreements

Based on the representation of Shanghai Longying to the Group, the terms of each Leasing Agreement were negotiated between the respective landlord and Shanghai Longying on arm’s length basis and are on normal commercial terms. In addition, BMI Appraisals Limited, an independent property valuer appointed by the Group, has confirmed that the agreed annual base rent of each Leasing Agreement was fair and reasonable in the market as at the date of the Leasing Agreements. The Directors, having reviewed the terms of the Leasing Agreements and the opinion issued by BMI Appraisals Limited, concluded that the terms of the Leasing Agreements are similar to leases of the same nature and are determined in accordance with the prevailing market practice.

INFORMATION ON SHANGHAI LONGYING

Shanghai Longying is principally engaged in the investment and operation of cinema projects in the PRC. To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, Shanghai Longying is an Independent Third Party.

INFORMATION ON THE GROUP

The Group is principally engaged in movie production, licensing and derivatives, crossover marketing, provision of interactive contents, artist development and last miles engagement.

TRADING AND FINANCIAL PROSPECTS OF THE GROUP

For the financial year ended 31 March 2011, the Group has recorded a total turnover of approximately HK$557,637,000. Loss attributable to Shareholders for the year was approximately HK$156,921,000.

While the Group has continued its existing trading business, the Group will put more focus on its new business, i.e. cinema investment, operation and management by setting up a joint venture with CineChina as announced by the Company on 9 June 2011 and 13 June 2011.

The Directors are of the view that the cinema industry in the PRC offers highly promising prospects. In 2010, the total box office revenue in the PRC is RMB10 billion, increased by 64% when compared to RMB6 billion recorded in 2009; however the screen ratio is relatively low as of 8.2 screens to every 1 million audience.

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LETTER FROM THE BOARD

With CineChina’s extensive knowledge and experience in development of cinemas in the PRC, the Directors believe that co-operation with CineChina would create a synergy effect to the Group, which would allow the Group to expand its operation and businesses into the areas of operating cinemas and cinemas related businesses in the PRC and to become one of the top-3 cinema operators in the PRC within the next three years.

REASONS FOR AND BENEFITS OF THE TRANSFER

As advised by the Directors, the four cinema projects under the Leasing Agreements are all located in central commercial districts in the respective city with constant stream of people. Upon completion of the Proposed Acquisitions, there would be 4 cinema projects to be developed and managed by the Group. The Directors believe that the proposed Transfer would increase the Group’s portfolio of cinemas and enable the Group to expand its operation and businesses into the cinema industry in the PRC.

The following map illustrates the geographical locations of the Group’s future coverage of cinemas in the PRC following completion of the Transfer and the Proposed Acquisitions:

==> picture [392 x 308] intentionally omitted <==

----- Start of picture text -----

Tianjin
Shanghai
Hangzhou
Linan
Chengdu Chongqing Chongqing ZhongShan
(Yongchuan) (Beibei)
----- End of picture text -----

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LETTER FROM THE BOARD

It is the vision of the Group to become one of the leading cinema investment and management companies in the PRC in the future. The Directors believe that the cinema business would complement its existing business of movie production, online gaming and licensing, crossover marketing and provision of interactive contents, and improve the Group’s profit in the long run and benefit the Shareholders and the Company as a whole. The Directors, including the non-executive Directors, therefore consider that the terms of the Transfer Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE TRANSFER

The consideration of the Transfer is nil. However, based on the unaudited pro forma financial information of the Group as set out in Appendix II to this circular, the financial effects of the Leasing Agreements are summarised below:

Earnings

According to the audited consolidated income statement of the Group for the year ended 31 March 2011, the loss attributable to the owners of the Company for the year ended 31 March 2011 was approximately HK$157 million. Assuming completion of Transfer had taken place on 1 April 2010, the additional rental expenses incurred by the Group for the year ended 31 March 2011 would be approximately HK$4 million.

Assets and liabilities

According to the audited consolidated statement of financial position of the Group as at 31 March 2011, the Group had assets and liabilities of approximately HK$171 million and HK$92 million respectively.

Assuming completion of the Transfer had taken place on 31 March 2011, the unaudited pro forma assets and liabilities of the Group would be approximately HK$167 million (including intangible assets of approximately HK$15 million) and HK$92 million respectively.

LISTING RULE IMPLICATIONS

The Leasing Agreements are classified as operating leases. As the applicable percentage ratios in respect of the Transfer exceed 25% but less than 100%, the entering into of the Transfer Agreement constitutes a major transaction of the Company under Rule 19.06 of the GEM Listing Rules, and is subject to the reporting, announcement and Shareholders’ approval requirements under the GEM Listing Rules.

– 13 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at The Foreign Correspondents’ Club, 2 Lower Albert Road, Central, Hong Kong on Tuesday, 2 August 2011 at 11:00 a.m. (or as soon as possible after conclusion or adjournment of the annual general meeting of the Company at 10:00 a.m. on the same day and at the same place) is set out on pages 36 to 37 of this circular. An ordinary resolution will be proposed at the EGM to approve the Transfer Agreement and the transactions contemplated thereunder.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, no Shareholders have a material interest in the Transfer and are required to abstain from voting at the EGM. Pursuant to Rule 17.47(4) of the GEM Listing Rules, any votes at the EGM will be taken by poll.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

RECOMMENDATION

The Board considers that the terms of the Transfer Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, including the non-executive Directors, recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

By order of the Board of BINGO GROUP HOLDINGS LIMITED Chan Cheong Yee Executive Director

– 14 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

FINANCIAL SUMMARY OF THE GROUP

Financial information of the Group for each of the three years ended 31 March 2009, 2010 and 2011 are set out in the audited consolidated financial statements of the Group for the year ended 31 March 2011 in the 2011 annual report at http://www.hkexnews.hk/listedco/listconews/ gem/20110630/GLN20110630095.pdf; the year ended 31 March 2010 in the 2010 annual report at http://www.hkexnews.hk/listedco/listconews/gem/20100629/GLN20100629107.pdf; and the year ended 31 March 2009 in the 2009 annual report at http://www.hkexnews.hk/listedco/ listconews/gem/20090629/GLN20090629018.pdf, respectively and the website of the Company at www.bingogroup.com.hk/.

INDEBTEDNESS

Borrowings

As at close of business on 31 May 2011, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had convertible bonds with principle amount of approximately HK$73,750,000 with no other borrowing.

Securities

As at close of business on 31 May 2011, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had no assets under securities, except for the convertible bond issued on 7 October 2009 are secured by first charges over the entire issued share capital in Harvest Yield Investments Limited and Power Alliance Investment Limited, wholly owned subsidiaries of the Group.

Contingent liabilities

As at close of business on 31 May 2011, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had no other material contingent liabilities outstanding.

Disclaimer

Save as aforesaid and apart from intra-group liabilities, the Group did not have, as at close of business on 31 May 2011, any capital issued and outstanding, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgage, charges, hire purchases, commitments, guarantees or other material contingent liabilities. Foreign currency amounts have been translated into Hong Kong dollars at the exchange rates prevailing as at close of business on 31 May 2011.

– 15 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as disclosed above, the Directors were not aware of any material changes in the indebtedness and contingent liabilities of the Group after 31 May 2011 and up to the Latest Practicable Date.

WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, in the absence of unforeseen circumstances, the Group will have sufficient working capital for its requirements for the next 12 months from the date of this circular.

MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2011, being the date to which the latest audited financial statements of the Group were made up.

– 16 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of a report prepared for the purpose of incorporation in this circular received from the reporting accountants of the Company, HLB Hodgson Impey Cheng, Chartered Accountants, Certified Public Accountants, Hong Kong.

==> picture [231 x 95] intentionally omitted <==

31/F, Gloucester Tower Th eLandmark 1 1Pedde rSrtete Cenrtla Hon gKong

11 July 2011

The Board of Directors Bingo Group Holdings Limited Room 1201-1204, 12/F Sea Bird House 22-28 Wyndham Street Central Hong Kong

Dear Sirs,

We report on the unaudited pro forma financial information of Bingo Group Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) (the “Unaudited Pro Forma Financial Information of the Group”) which has been prepared by the directors of the Company for illustrative purpose only, to provide information about how the proposed transfer of leasing agreements might have affected the financial information presented, for inclusion in Appendix II to the circular of the Company dated 11 July 2011 (the “Circular”). The basis of preparation for the Unaudited Pro Forma Financial Information of the Group is set out on pages 20 to 23 to the Circular.

– 17 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

RESPECTIVE RESPONSIBILITIES OF DIRECTORS OF THE COMPANY AND REPORTING ACCOUNTANTS

It is the responsibility solely of the directors of the Company to prepare the Unaudited Pro Forma Financial Information of the Group in accordance with rule 7.31 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants. It is our responsibility to form an opinion, as required by rule 7.31(7) of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information of the Group and to report our opinion solely to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information of the Group beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

BASIS OF OPINION

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants. Our work consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information of the Group with the directors of the Company. This engagement did not involved independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information of the Group has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information of the Group as disclosed pursuant to rule 7.31(1) of the GEM Listing Rules.

The Unaudited Pro Forma Financial Information of the Group is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, it does not provide any assurance or indication that any event will take place in the future and may not be indicative of the financial position of the Group as at 31 March 2011 or any future date.

– 18 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

OPINION

In our opinion:

• (a) the Unaudited Pro Forma Financial Information of the Group has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information of the Group as disclosed pursuant to rule 7.31(1) of the GEM Listing Rules.

Yours faithfully

HLB Hodgson Impey Cheng Chartered Accountants Certified Public Accountants Hong Kong

– 19 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is an illustrative and unaudited pro forma statement of assets and liabilities of the Group which has been prepared on the basis of the notes set out below for the purpose of illustrating the effect of the proposed transfer of the Leasing Agreements, and as if it had taken place on 31 March 2011.

This unaudited pro forma statement of assets and liabilities of the Group as at 31 March 2011 has been prepared using the accounting policies consistent with those of the Group and based on the audited consolidated statement of financial position of the Group as at 31 March 2011 as extracted from the Company’s published annual report for the year ended 31 March 2011 as set out in Appendix I to this circular, after making certain pro forma adjustments as set out in the notes below.

The unaudited pro forma statement of assets and liabilities is prepared for illustrative purpose only. It is prepared based on a number of assumptions, estimates, uncertainties and currently available information, and because of its nature, it does not purport to describe the actual financial position of the Group that would have been attained had the proposed transfer of the Leasing Agreements been completed on 31 March 2011. The unaudited pro forma statement of assets and liabilities may not be indicative of the financial position of the Group as at the date to which they are made up to or at any future date.

– 20 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Non-current assets Property, plant and equipment Goodwill Deferred tax assets Current assets Inventories Trade receivables Other receivables, deposits and prepayments Film in progress Bank balances and cash Less: Current liabilities Deposits received, other payables and accruals Tax payables Convertible bonds	Audited consolidated assets and liabilities of the Group as at 31 March Pro forma 2011 adjustments HK$’000 HK$’000 Notes (Note 1) 578 15,060 803 16,441 24,710 322 4,262 8,389 116,765 (4,300) 2 154,448 34,090 736 49,182 84,008	Unaudited pro forma consolidated assets and liabilities of the Group as at 31 March 2011 HK$’000 578 15,060 803
		16,441
		24,710 322 4,262 8,389 112,465
		150,148
		34,090 736 49,182
		84,008

– 21 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Net current assets Total assets less current liabilities Less: Non-current liabilities Obligations under finance lease Convertible bonds Net assets	70,440 86,881 – 8,156 8,156 78,725 Audited consolidated assets and liabilities of the Group as at 31 March Pro forma 2011 adjustments HK$’000 HK$’000 Notes (Note 1)	66,140 Unaudited pro forma consolidated assets and liabilities of the Group as at 31 March 2011 HK$’000
		82,581
		– 8,156
		8,156
		74,425

– 22 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP:

1. The balances for the assets and liabilities of the Group are extracted from the audited consolidated statement of financial position of the Group as at 31 March 2011 as per the published annual report of the Company for the year ended 31 March 2011 as set out in Appendix I to this circular.

2. The pro forma adjustment amounted to approximately HK$4,300,000 represented rental expenses pursuant to the following leasing agreements:

Leasing Agreement I (Note (a)) Leasing Agreement II (Note (b)) Leasing Agreement III (Note (c)) Leasing Agreement IV (Note (d))	HK$’000 1,200 1,200 700 1,200
	4,300

Notes:

• (a) The amount represented the rental per annum pursuant to Leasing Agreement I, assuming that the amount of 10% of Net Box Office Revenue is lower than the amount of rental per annum.

• (b) The amount represented the rental per annum pursuant to Leasing Agreement II, assuming that the amount of 10% of Net Box Office Revenue is lower than the amount of rental per annum.

• (c) The amount represented the rental per annum pursuant to Leasing Agreement III, assuming that the amount of 10% of Net Box Office Revenue is lower than the amount of rental per annum.

• (d) The amount represented the rental per annum pursuant to Leasing Agreement IV, assuming that the amount of 10% of Net Box Office Revenue is lower than the amount of rental per annum.

• (e) The rental expenses of approximately HK$4,300,000 are assumed to be satisfied in cash.

– 23 –

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company.

The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. SHARE CAPITAL

As at the Latest Practicable Date, the authorised and issued share capital of the Company were as follows:

Authorised: 5,000,000,000 ordinary share(s) of HK$0.02 each Issued and fully paid or credited as fully paid: 3,077,559,126 ordinary share(s) of HK$0.02 each	HK$ 100,000,000
	HK$ 61,551,182.52

– 24 –

GENERAL INFORMATION

APPENDIX III

3. DISCLOSURE OF INTERESTS

(a) Director’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the following Director(s) had or was/were deemed to have interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were, pursuant to rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors to be notified to the Company and the Stock Exchange:

(i) Long positions in the Shares

			Approximate
			percentage of
			issued share
	Nature of	Number of	capital of
Name of Director	interest	Shares held	the Company
Mr. Chan Cheong Yee	Beneficial owner	10,000	0.00%
Mr. Yik Chok Man	Beneficial owner	564,000	0.02%
Mr. Chong Lee Chang (Note 1)	Beneficial owner	90,631,999	2.95%
Ms. Chen Chou Mei, Vivien	Beneficial owner	5,500,000	0.18%
Mr. Chiau Sing Chi (Note 2)	Held by trust	905,000,000	29.46%

Notes:

1. Mr. Chong Lee Chang, a non-executive Director, personally holds 16,131,952 Shares and is deemed to be interested in 74,500,047 Shares through his beneficial interest in 100% of the entire issued share capital of Shieldman Limited.

2. These Shares are registered in the name of Beglobal Investments Limited, a company indirectly owned by a discretionary trust the beneficiaries of which are Mr. Chiau and his family.

– 25 –

GENERAL INFORMATION

APPENDIX III

(ii) Long positions in the underlying Shares

Share options (Note)

						Number of
		Number of	Number of	Number of	Number of	options
		options	options	options	options	held as at
		held as at	granted	cancelled	held as at	the Latest
		1 April	during	during	31 March	Practicable	Exercise
Name of Director	Date of grant	2010	the period	the year	2011	Date	Price
							HK$
Mr. Chan Cheong Yee	26 Aug 2009	10,000,000	–	–	10,000,000	10,000,000	0.1012
Mr. Keung Kwok Hung	26 Aug 2009	5,000,000	–	(5,000,000)	–	–	0.1012
Ms. Chiau Sing Chi	1 June 2010	–	250,000,000	–	250,000,000	250,000,000	0.1

Note: The Company adopted a share option scheme on 19 October 2002 which the Board may, at their discretion, offer employees, non-executive Directors, independent non-executive Directors or any other persons who have contributed to the Group to take up share options to subscribe for shares subject to the terms and conditions stipulated in the share option scheme.

Convertible bond

The Company issued a zero coupon convertible bonds of HK$45 million to Mr. Chiau Shing Chi and the convertible bond in the amount HK$25 million was issued on 1 June 2010 and 1 June 2011. The remaining three tranches (each worth HK$5 million, and HK$15 million in aggregate) of the convertible bonds will be issued on the date being the second, third and fourth anniversary of the date of 1 June. For details of the convertible bond, please refer to the service agreement mentioned in the circular of the Company dated on 3 May 2010.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were, pursuant to rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors to be notified to the Company and the Stock Exchange.

– 26 –

GENERAL INFORMATION

APPENDIX III

(b) Persons who have an interest or short position which is discloseable under Division 2 and 3 of Part XV of the SFO and substantial Shareholders

So far as are known to the Directors, as at the Latest Practicable Date, the following person (not being Directors or chief executive of the Company) had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

		Approximate	Approximate
		percentage of
		issued share
	Number of		capital of
Name of Shareholder	Shares held	the Company
Beglobal Investments Limited (Note 1)	905,000,000		29.46%
Emcom Limited (Note 2)	174,706,000		5.69%
Jolly King Limited (Note 3)	174,706,000		5.69%
Mr. Phang Wah (Note 3)	174,706,000		5.69%
Modern China Holdings Limited (Note 4)	174,706,000		5.69%
Mr. Chen Jijin (Note 4)	174,706,000		5.69%

Notes:

1. Beglobal Investments Limited is ultimately owned by the trustee of a discretionary trust, The Sino Star Trust. The discretionary objects of The Sino Star Trust include Mr. Chiau and his family.

2. The issued share capital of Emcom Limited is beneficially owned as to 75% by Mr. Phang Wah, 15% by Mr. Yong Wai Hong and 10% by Mr. Lee Pin Yeow. Mr. Yong Wai Hong was the former chairman, chief executive officer and an executive Director of the Company. Emcom Limited is beneficially interested in 98,864,000 Shares or approximately 3.65% of the issued share capital of the Company. Emcom Limited is a party acting in concert with Modern China Holdings Limited under section 317(1)(a) of the SFO. Therefore, Emcom Limited is deemed to be interested in an aggregate of 174,706,000 Shares.

– 27 –

GENERAL INFORMATION

APPENDIX III

1. Jolly King Limited holds 75% interest in Emcom Limited and is therefore entitled to exercise or control the exercise of one-third or more of the voting power of Emcom Limited. The entire issued share capital of Jolly King Limited is held by Mr. Phang Wah. By virtue of the SFO, Jolly King Limited and Mr. Phang Wah are deemed to be interested in an aggregate of 174,706,000 Shares.

2. Modern China Holdings Limited is wholly and beneficially owned by Mr. Chen Jijin who was formerly the chairman and an executive Director. Modern China Holdings Limited is beneficially interested in 75,842,000 Shares or approximately 2.80% of the issued share capital of the Company. Modern China Holdings Limited is a party acting in concert with Emcom Limited under section 317(1)(a) of the SFO. Therefore, Modern China Holdings Limited and Mr. Chen Jijin are deemed to be interested in an aggregate of 174,706,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

Mr. Chiau entered into a service agreement with the Company on 22 February 2010, pursuant to which Mr. Chiau shall accept the appointment as a Director with prescribed duties for an initial term of five years, for an aggregate consideration of HK$45 million convertible bonds with options to subscribe up to 250,000,000 Shares.

– 28 –

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had entered into any service contract or management agreement, proposed or otherwise with any member of the Group (excluding contracts expiring or terminable by the employer within one year without payment of compensation other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the substantial Shareholders (as defined in the GEM Listing Rules) or any of their respective associates had any interest in business which competes with or may compete with the business of the Group or had any other conflict of interests which any person has or may have with the Group.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group as at the Latest Practicable Date.

7. INTERESTS IN CONTRACTS AND ASSETS

On 22 February 2010, Ngai Wah Associates Limited (“Ngai Wah”) entered into a profit transfer deed (the “Deed”) with High Amuse Limited (“High Amuse”), a wholly-owned subsidiary of the Company. Ngai Wah is beneficially owned by Ms. Kelly Chow, a sister of Mr. Chiau. Pursuant to the Deed, Ngai Wah agreed to transfer all profits generated from the intellectual property rights in relation to the production of the film entitled CJ 7 to High Amuse at nil consideration.

On the same day, by a sub-licence agreement (the “Sub-Licence Agreement”) entered into between Entrance Gate Limited (“Entrance Gate”) as licensor and High Amuse as sub-licensee, High Amuse agreed to pay 10% royalty to Entrance Gate on the use, application or exploitation of the intellectual property rights in relation to the animation figure in CJ 7. Entrance Gate is an Independent Third Party and the licensee under a licence agreement entered into with Ngai Wah, the head licensor. For the financial year ended 31 March 2011, royalty payable to Entrance Gate amounted to approximately HK$87,000.

– 29 –

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, no contract or arrangement of significance in relation to the Group’s business to which the Company or any of its subsidiaries was a party and in which any of the Directors had a material interest, whether directly or indirectly, subsisted as at the Latest Practicable Date.

None of the Directors has any direct or indirect interests in any assets which had been acquired or disposed of by or leased to, or which are proposed to be acquired or disposed of by or leased to, the Company or any of its subsidiaries during the period since 31 March 2011, the date to which the latest published audited financial statements of the Group were made up, up to and including the Latest Practicable Date.

8. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are or may be material:

• (a) a sale and purchase agreement dated 22 February 2010 and entered into between Teamgreat Investments Limited as vendor and High Amuse as purchaser pursuant to which High Amuse has agreed to purchase the entire equity interests in Raxco Assets Corp for a consideration of HK$10;

• (b) a sub-licence agreement dated 22 February 2010 entered into between Entrance Gate as licensor and High Amuse as licensee for the consideration of royalty of 10% of the sales revenue on the use of the intellectual property rights licensed;

• (c) a service agreement dated 22 February 2010 entered into between Mr. Chiau and the Company, pursuant to which Mr. Chiau shall accept the appointment as a Director with prescribed duties for an initial term of five year, for an aggregate consideration of HK$45 million convertible bonds with options to subscribe up to 250,000,000 Shares;

– 30 –

GENERAL INFORMATION

APPENDIX III

• (d) a profit transfer deed dated 22 February 2010 entered into between Ngai Wah as transferor and High Amuse as transferee at nil consideration;

• (e) a provisional sale and purchase agreement dated 9 March 2010 entered into between Power Alliance Investment Limited (a wholly-owned subsidiary of the Company) as vendor and Success Build Limited as purchaser in relation to the disposal (the “Disposal”) of a property comprising the whole of ground floor, upper ground floor, first and second floors of Lising Court situated at Nos. 34 & 36 Granville Road, Kowloon, Hong Kong at a consideration of HK$320,000,000;

• (f) the formal sale and purchase agreement dated 23 April 2010 in respect of the Disposal;

• (g) the memorandum of understanding dated 13 April 2011 entered into between the Company and CineChina in relation to the cooperation in the investment and management of high-end digital cinema projects and related business in the PRC;

• (h) the placing agreement (the “Placing Agreement”) dated 18 April 2011 entered into between Golden Treasure Global Investment Limited (“Golden Treasure”) as vendor, the Company and China Everbright Securities (HK) Limited (the “Placing Agent”) as placing agent in relation to the placing of up to 548,900,000 Shares (the “Placing Shares”) at a placing price to be finalized by the Company and the Placing Agent on or before 29 April 2011;

• (i) the subscription agreement (the “Subscription Agreement”) entered into between the Company and Golden Treasure dated 18 April 2011 in relation to the subscription by Golden Treasure for new Shares equivalent to the number of the Placing Shares at the subscription price to be finalized by the Company and the Placing Agent on or before 29 April 2011;

– 31 –

GENERAL INFORMATION

APPENDIX III

• (j) the deed of termination dated 25 April 2011 entered into between the Company, Golden Treasure and the Placing Agent for termination of the Placing Agreement with effect from 25 April 2011;

• (k) the deed of termination dated 25 April 2011 entered into between the Company and Golden Treasure for termination of the Subscription Agreement with effect from 25 April 2011;

• (l) the acquisition agreement dated 17 May 2011 entered into between Shine Wisdom as purchaser and 重慶越界影院投資有限公司 (Chongqing Yuejie Media Investment Company Limited) as vendor in relation to the acquisition of 51% interest in the tangible assets of each of 重慶雄風百貨電影城 (Chongqing Xiongfeng Department Store Movie City) and 重慶中央大街電影城 (Chongqing Central Avenue Movie City) in Chongqing, the PRC, at an aggregate consideration of RMB12,927,000 (equivalent to approximately HK$15,448,000);

• (m) the acquisition agreement dated 17 May 2011 entered into between Shine Wisdom as purchaser and 重慶嘉裕影院管理有限公司 (Chongqing Jiayu Cinema Management Company Limited) as vendor in relation to the acquisition of 51% interest in the tangible assets of 成都郫縣電影城 (Chengdu Pixian Movie City) in Chengdu, the PRC, at the consideration of RMB6,093,000 (equivalent to approximately HK$7,281,000);

• (n) the acquisition agreement dated 17 May 2011 entered into between Shine Wisdom as purchaser and Mr. Yingang as vendor in relation to the acquisition of 75% equity interest in the tangible assets of 比高電影院（上海）有限公司 (Bingo Cinema (Shanghai) Company Limited) which includes 南翔智地廣場電影城 (Nanxiang Zhidi Plaza Movie City) in Shanghai, the PRC, at the consideration of RMB10,903,000 (equivalent to approximately HK$13,029,000);

• (o) the JV Agreement relating to the formation of Shine Wisdom and another joint venture company (“JV”) (both are to be owned as to 70% by Lofty Shine and as to 30% by CineChina respectively) pursuant to which, US$420,000 (approximately HK$3,276,000) being 70% of the total registered capital of the two wholly-owned foreign enterprises which are intended to be established in the PRC according to the JV Agreement shall be contributed by Lofty Shine in accordance with its shareholding in Shine Wisdom and JV; and

• (p) the Transfer Agreement.

– 32 –

GENERAL INFORMATION

APPENDIX III

9. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion or advice which is contained in this circular.

Name

Qualification

HLB Hodgson Impey Cheng Chartered Accountants, Certified Public Accountants

HLB Hodgson Impey Cheng has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the reference to its name in the form and context in which it appears.

As at the Latest Practicable Date, HLB Hodgson Impey Cheng did not have any shareholding in any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, HLB Hodgson Impey Cheng did not have any direct or indirect interests in any assets which had been, acquired or disposed of by, or leased to any member of the Group or were proposed to be acquired or disposed of by, or leased to any member of the Group (including any company which will become subsidiary of the Company by reason of an acquisition which has been agreed or proposed since 31 March 2011, being the date to which the latest published audited consolidated accounts of the Group were made up) since 31 March 2011.

10. MISCELLANEOUS

• (a) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (b) The head office and principal place of business in Hong Kong of the Company is at Room 1201-1204, 12th Floor, Sea Bird House, 22-28 Wyndham Street, Central, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The company secretary of the Company is Mr. Yik Chok Man, who is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

• (e) The compliance officer of the Company is Mr. Chan Cheong Yee, who is also an executive Director.

– 33 –

GENERAL INFORMATION

APPENDIX III

• (f) The audit committee of the Company comprises of Mr. Wong Chak Keung, Mrs. Chen Chou Mei Mei, Vivien and Mr. Chum Kwan Yue, Desmond, who are all independent non-executive Directors. The audit committee reviews and provides supervision over the financial reporting process and internal control of the Group.

Mr. Wong Chak Keung , aged 43, holds a bachelor degree in business from The University of Southern Queensland in Australia. Mr. Wong is also a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia respectively. Mr. Wong has been in the accounting profession for over 15 years. Before joining the Company, Mr. Wong also held various positions in an international accounting firm and in the corporate finance, educational business and manufacturing sectors in Hong Kong. Mr. Wong is currently an executive director of Temujin international Investments Limited (stock code: 204) and an independent non-executive director of China Seven Star Shopping Limited (stock code: 245) which are listed on the Main Board of the Stock Exchange. Mr. Wong was an executive director of China Innovation Investment Limited (Stock code: 1217), a company listed on the Main Board of the Stock Exchange, during the period from 12 November 2007 to 19 June 2011, and an executive director of China Trends Holdings Limited (Stock code: 8171), a company listed on GEM, during the period from 25 February 2008 to 19 June 2011.

Ms. Chen Chou Mei Mei, Vivien , aged 61, is an independent non-executive Director, and members of the audit committee and remuneration committee of the Company. Ms. Chou graduated with a bachelor of arts degree from the University of Colorado in the US and has over 30 years’ experience in investments, in particular, property related investments. Ms. Chou has been appointed as an executive director of Winsor Properties Holdings Limited (Stock code: 1036), a company listed on the Main Board of the Stock Exchange, since October 1996.

Mr. Chum Kwan Yue, Desmond , aged 37, graduated from Oxford University and has been appointed as a portfolio manager at Claren Road Asset Management, a US based credit hedge fund since 2009. Prior to joining Claren Road Asset Management, Mr. Chum had worked as a managing director at Citigroup for 12 years and helped to build its fixed income franchise in Asia. Mr. Chum oversaw a team of investment professionals and ran the Global Special Situations Group’s investment activities in the Greater China Region. Mr. Chum has extensive experience in sourcing, evaluating and executing private equity and real estate investments in the Greater China Region. Mr. Chum has been appointed as an independent non-executive Director of Kader Holdings Company Limited (Stock code: 180), a company listed on the Main Board of the Stock Exchange, on 10 March 2009.

• (g) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

– 34 –

GENERAL INFORMATION

APPENDIX III

11. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 March 2011, being the date to which the latest published audited financial statements of the Group was made up.

12. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Room 1201-1204, 12th Floor, Sea Bird House, 22-28 Wyndham Street, Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the annual reports of the Company for the three financial years ended 31 March 2011;

• (c) the material contracts referred to under the paragraph “Material contracts” in this appendix;

• (d) the report from HLB Hodgson Impey Cheng on the unaudited pro forma financial information of the Group, the text of which is set out in Appendix II to this circular;

• (e) the written consent referred to in the paragraph headed “Expert and consent” in this appendix;

• (f) the circular of the Company dated 30 June 2010 in relation to the grant of general mandates to allot and issue and repurchase Shares, re-election of Directors and change of company name;

• (g) the circular of the Company dated 29 July 2010 in relation to a very substantial disposal and refreshment of the scheme mandate limit;

• (h) the circular of the Company dated 30 June 2011 in relation to the grant of general mandates to allot and issue and repurchase Shares, the refreshment of scheme limit and re-election of Directors;

• (i) the supplemental circular of the Company dated 11 July 2011 in relation to the grant of general mandate to allot and issue and repurchase Shares, the refreshment of scheme limit and re-election of Directors; and

• (j) this circular.

– 35 –

NOTICE OF EGM

BINGO GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8220)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Bingo Group Holdings Limited (the “ Company ”) will be held at The Foreign Correspondents’ Club, 2 Lower Albert Road, Central, Hong Kong on Tuesday, 2 August 2011 at 11:00 a.m. (or as soon as possible after conclusion or adjournment of the annual general meeting of the Company at 10:00 a.m. on the same day and at the same place) for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT the agreement dated 9 June 2011 entered into between 上海龍影投資咨詢服務有 限公司 (Shanghai Longying Investment Consulting Services Company Limited) as transferor and Shine Wisdom Limited, a wholly-owned subsidiary of the Company as transferee (the “ Transfer Agreement ”, a copy of which is produced to this meeting and marked “A” and signed by the chairman of this meeting for identification purpose) in relation to the transfer of certain leasing agreements and the transactions contemplated under or incidental to the Transfer Agreement be and are hereby approved, confirmed and ratified and that any one of the directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the implementation of and giving effect to the Transfer Agreement and the transactions contemplated thereunder.”

By order of the Board of Bingo Group Holdings Limited Chan Cheong Yee Executive Director

Hong Kong, 11 July 2011

– 36 –

NOTICE OF EGM

Registered office: Principal place of business in Cricket Square, Hutchins Drive Hong Kong: P.O. Box 2681, Room 1201-1204, Grand Cayman KY1-1111 12th Floor, Sea Bird House, Cayman Islands 22-28 Wyndham Street, Central, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or if he is a holder of more than one share, more proxies to attend and, in the event of a poll, to vote in his/her stead. A proxy needs not be a member of the Company but must be present in person at the Meeting to represent the member.

2. A form of proxy for use at the Meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged at the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Center, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the Meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the 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 shares shall alone be entitled to vote in respect thereof.

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