CA Cultural Technology Group Limited — Proxy Solicitation & Information Statement 2015

Dec 1, 2015

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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China Animation Characters Company Limited 華夏動漫形象有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01566)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of China Animation Characters Company Limited (the “ Company ”) will be held at 2402, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong at 10:00 a.m. on Wednesday, 16 December 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company to be taken by way of poll:

ORDINARY RESOLUTIONS

1. “ THAT the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 1,000,000,000 Shares to HK$500,000,000 divided into 5,000,000,000 Shares by creating 4,000,000,000 new shares of HK$0.10 par value each in the capital of the Company.”

2. “ THAT subject to the passing of Resolution No. 1 set forth above and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) of this resolution), the following be and is hereby approved:

   • (a) upon the recommendation of the directors (the “ Directors ”) of the Company, the Directors be and are hereby authorised to apply the retained earnings of the Company in paying up in full at par of such number of new shares (the “ Shares ”) of HK$0.10 each in the capital of the Company (the “ Bonus Shares ”) on the basis of one (1) Bonus Share for every one (1) existing Share in issue on the Record Date (as defined below), and the Directors be and are authorised to allot, issue and distribute the Bonus Shares, which are credited as fully paid, to the members of the Company whose names are recorded on the principal or branch register of members of the Company in Hong Kong (the “ Register of Members ”) as of the close of business on Thursday, 24 December 2015 (or such other record date as the Directors may approve) (the “ Record Date ”), other than those members (the

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“ Non-Qualifying Shareholders ”) whose addresses as recorded on the Register of Members at the close of business on the Record Date are outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with The Rules Governing the Listing of Securities on the Stock Exchange and the memorandum and articles of association of the Company (if any), on the basis of one (1) Bonus Share for one (1) existing Share then held by them (the “ Bonus Issue ”), and the Directors be and are authorised to settle, as they consider appropriate, any difficulty in regard to any distribution of the Bonus Shares;

• (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum and articles of association of the Company, rank pari passu in all respects with the existing issued Shares as of the date of passing this resolution;

• (c) the Directors and/or the company secretary of the Company be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Non-Qualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100, in which case the Directors and/or the company secretary of the Company be and are hereby authorised to retain such amount for the benefit of the Company; and

• (d) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”

Hong Kong, 1 December 2015

By Order of the Board China Animation Characters Company Limited Zhuang Xiangsong Chief Executive Officer and Executive Director

Notes:

1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting convened by the above notice is entitled to appoint one or if it/he/she is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on its/his/her behalf. A proxy need not be a member of the Company but must be present in person at the Extraordinary General Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

1. The register of members of the Company will be closed from Monday, 14 December 2015 to Wednesday, 16 December 2015 both days inclusive, for the purpose of ascertaining shareholders’ eligibility to attend and vote at the Extraordinary General Meeting. In order to be eligible to attend and vote at the Extraordinary General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 11 December 2015.

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1. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. But if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding. Seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof, should he/she so wish.

4. As required under The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be decided by way of poll.

5. The form of proxy for use at the Extraordinary General Meeting is enclosed herewith.

As of the date of this announcement, the Board comprises six Directors. Mr. ZHUANG Xiangsong (Chief Executive Officer), Mr. TING Ka Fai Jeffrey and Ms. LIU Moxiang are executive Directors and Mr. NI Zhenliang, Mr. TSANG Wah Kwong and Mr. HUNG Muk Ming are independent non-executive Directors.

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