Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2013

Nov 26, 2013

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.

BINGO GROUP HOLDINGS LIMITED 比 高 集 團 控 股 有 限 公 司

(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 ‘‘EGM’’) of Bingo Group Holdings Limited (the ‘‘Company’’) will be held at Conference Room, 3/F., Nexxus Building, 77 Des Voeux Central, Hong Kong at 3:30 p.m. on 17 December 2013 for the following purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the conditional option agreement dated 4 October 2013 (the ‘‘Option Agreement’’) entered into between the Company and Mr. Chiau Sing Chi (‘‘Mr. Chiau’’) in relation to the grant of options (the ‘‘Options’’) by the Company to Mr. Chiau to subscribe for an aggregate of up to 125,000,000 shares of HK$0.04 each (the ‘‘Option Shares’’) at the initial exercise price of HK$0.1814 per Option Share (subject to adjustments) (a copy of which is marked ‘‘A’’ and produced to the EGM and signed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved and the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Option Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Option Shares upon the exercise of the Options;

• (b) the grant of the Options and the allotment and issue of the Option Shares to Mr. Chiau pursuant to the Option Agreement be and is hereby approved and any Director be and is hereby authorised to allot and issue the Option Shares in accordance with the terms of the Option Agreement and to take all steps necessary, desirable or expedient in his/her opinion to implement or give effect to the allotment and issue of the Option Shares; and

– 1 –

• (c) any Director be and is hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in the Option Agreement and the transactions contemplated thereunder as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient to give effect to the Option Agreement and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors of the Company, in the interest of the Company and its shareholders as a whole.’’

By the order of the Board of Bingo Group Holdings Limited Chong Lee Chang Executive Director

Hong Kong, 27 November 2013

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.

3. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrars, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this announcement, the Company ’ s executive Directors are Mr. Chiau Sing Chi, Mr. Chan Cheong Yee and Mr. Chong Lee Chang, the Company ’ s non-executive Director is Mrs. Chin Chow Chung Hang, Roberta, and the Company ’ s independent nonexecutive Directors are Mrs. Chen Chou Mei Mei, Vivien, Mr. Chum Kwan Yue, Desmond and Mr. Wong Chak Keung.

– 2 –

This announcement, 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 announcement 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 announcement misleading.

This announcement will remain on GEM website on the ‘‘ Latest Company Announcements ’’ page for at least 7 days from the date of its posting and the Company website at www.bingogroup.com.hk.

– 3 –