Century Plaza Hotel Group — Proxy Solicitation & Information Statement 2018

Mar 29, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

KING FORCE GROUP HOLDINGS LIMITED 冠輝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08315)

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE OF COMPANY NAME; AND (3) NOTICE OF EGM

A notice convening the EGM to be held at 11:00am on Friday, 20 April 2018 at Room 1101, 11/F, 118 Connaught Road West, Hong Kong is set out on pages 13 to 14 of this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the “Latest Company Announcements” page of the Stock Exchange’s website at www.hkexnews.hk for 7 days from the date of its posting. This circular will also be posted on the Company’s website at www.kingforce.com.hk.

In case of any inconsistency between the English and Chinese versions of this circular, the English text of this circular shall prevail.

29 March 2018

CHARACTERISTICS OF GEM

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXPECTED TIMETABLE OF SHARE CONSOLIDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

ii

DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

• “Board” the board of Directors; “Business Day(s)” any day (other than a Saturday or Sunday or public holiday) on which banks in Hong Kong are generally open for the transaction of normal business;

• “Change of Company Name” the proposed change of the English name of the Company from “King Force Group Holdings Limited” to “Bei Dou Technology Group Holdings Limited” and the Chinese name of the Company from “冠輝集團控股有限公司” to “北斗科技集團控股有限公 司”;

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

• “CCASS” the Central Clearing and Settlement System established and operated by the Hong Kong Securities Clearing Company Limited;

• “Consolidated Share(s)” ordinary Shares with a par value of HK$0.01 each in the share capital of the Company after the Share Consolidation becoming effective;

• “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company to be held on Friday, 20 April 2018 to approve the proposed Share Consolidation and the proposed Change of Company Name;

• “Existing Share(s)” ordinary Share(s) with a par value of HK$0.001 each in the share capital of the Company prior to the Share Consolidation having become effective;

• “GEM” GEM of the Stock Exchange;

• “GEM Listing Rules” the Rules governing the Listing of Securities on the GEM;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

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DEFINITIONS

“HKSCC”

The Hong Kong Securities Clearing Company Limited;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date” 22 March 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

• “Option(s)” the options granted or proposed to be granted by the Company to the grantees under the Share Option Scheme to subscribe for Shares;

• “Registrar” Tricor Investor Services Limited, the address of which is at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong;

• “Share(s)” the Existing Share(s) or the Consolidated Share(s), as the case maybe;

• “Share Consolidation” the proposed consolidation of every ten (10) Existing Shares with a par value of HK$0.001 each in the issued and unissued share capital of the Company into one (1) Consolidated Share with a par value of HK$0.01 each in the issued and unissued share capital of the Company;

“Share Option Scheme” the share option scheme adopted by the Company on 31 July 2014; “Shareholder(s)” holder(s) of Share(s);

“Stock Exchange” The Stock Exchange of Hong Kong Limited; and

“%” per cent.

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EXPECTED TIMETABLE OF SHARE CONSOLIDATION

Set out below is the expected timetable for the proposed Share Consolidation. This timetable is indicative only and may be varied due to additional time required for compliance with regulatory requirements. Shareholders will be informed of any significant changes to the expected timetable by public announcement as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event	Date
Latest date and time for lodging transfer documents	4:30 p.m. on 16 April 2018
Closure of register of members	from 17 April 2018 to
	20 April 2018 (both days inclusive)
Latest date and time for lodging form of proxy for the EGM	11:00 a.m. on
	18 April 2018
Expected date and time of the EGM	11:00 a.m. on
	20 April 2018
Announcement of the poll results of the EGM	20 April 2018
The following events are conditional on the results of the EGM and therefore the dates are
tentative:
Effective date for the Share Consolidation	23 April 2018
First day of free exchange of existing certificates for new	23 April 2018
Share certificates for the Consolidated Shares
Dealing in the Consolidated Shares commences	9:00 a.m. on 23 April 2018
Original counter for trading in the Existing Shares in board	9:00 a.m. on 23 April 2018
lot of 10,000 Shares temporarily closes
Temporary counter for trading in the Consolidated Shares	9:00 a.m. on 23 April 2018
in board lot of 1,000 Consolidated Shares (in the form of
existing Share certificates) opens
Original counter for trading in the Consolidated Shares	9:00 a.m. on 8 May 2018
in board lot of 10,000 Consolidated Shares (in the form
of new Share certificates) re-opens

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EXPECTED TIMETABLE OF SHARE CONSOLIDATION

Parallel trading in the Consolidated Shares in the form of new Share certificates and existing Share certificates commences

Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares

Temporary counter for trading in board lot of 1,000 Consolidated Shares (in the form of existing Share certificates) closes

Parallel trading in Consolidated Shares in the form of new Share certificates and existing Share certificates closes

Designated broker ceases to stand in the market to provide matching services for odd lots of Consolidated Shares

Free exchange of existing Share certificates for new Share certificates ends

• 9:00 a.m. on 8 May 2018 9:00 a.m. on 8 May 2018

• 4:00 p.m. on 29 May 2018 4:00 p.m. on 29 May 2018

• 4:00 p.m. on 29 May 2018 4:00 p.m. on 31 May 2018

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LETTER FROM THE BOARD

KING FORCE GROUP HOLDINGS LIMITED 冠輝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08315)

Executive Directors: Mr. Chen Yunchuo (Chairman) Mr. Li Mingming Ms. Li Liping Mr. Cheng Rui

Registered Office: Clifton House 75 Fort Street, P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent non-executive Directors: Mr. Xiong Hong Mr. Wan Tat Wai David Mr. Ho Yuk Ming Hugo

Headquarter: 14/F Harbour Commercial Building 122 Connaught Road Central Hong Kong 29 March 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE OF COMPANY NAME; AND

(3) NOTICE OF EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 16 March 2018 in relation to the proposed Change of Company Name and the proposed Share Consolidation.

The purpose of this circular is to provide you with further information regarding, among other things, (i) the proposed Share Consolidation, (ii) the proposed Change of Company Name, and (iii) the notice of the EGM.

2. PROPOSED SHARE CONSOLIDATION

As disclosed in the announcement of the Company dated 16 March 2018, the Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation, which involves the consolidation of every ten (10) issued and unissued Existing Shares with a par value of HK$0.001 each into one (1) Consolidated Share with a par value of HK$0.01 each. The existing board lot of 10,000 Shares will remain unchanged upon the Share Consolidation taking place.

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LETTER FROM THE BOARD

A. Effects of the Proposed Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company amounted to HK$20,000,000 divided into 20,000,000,000 Existing Shares with a par value of HK$0.001 each, of which 7,824,994,432 Existing Shares have been allotted and issued as fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the authorised share capital of the Company shall become HK$20,000,000 divided into 2,000,000,000 Consolidated Shares with a par value of HK$0.01 each, of which 782,499,443 Consolidated Shares will be in issue assuming no Shares are repurchased by the Company and no Options exercised from the Latest Practicable Date until the effective date of the Share Consolidation. The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s memorandum and articles of association.

With respect to outstanding Options granted by the Company, please refer to the section headed “2. Proposed Share Consolidation - I. Adjustments in relation to the outstanding Options” in this circular.

B. Conditions of the Proposed Share Consolidation

The proposed Share Consolidation is conditional on:

• (a) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM;

• (b) the listing division of the Stock Exchange granting the listing of, and the permission to deal in, the Consolidated Shares; and

• (c) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Share Consolidation, if any.

Subject to the fulfilment of the above conditions, it is expected that the Share Consolidation will become effective on 23 April 2018, which is the next Business Day immediately following the date of the EGM.

C. Application for the listing of the Consolidated Shares

An application has been made by the Company to the listing division of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares.

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LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares is listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.

D. Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, arising from the Share Consolidation, will not be allotted to the Shareholders, but will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

E. Exchange of Share certificates

Subject to the Share Consolidation becoming effective, which is expected to be at 9:00 a.m. on 23 April 2018, the Shareholders may, from 23 April 2018 to 31 May 2018 (both days inclusive), submit certificates of the Existing Shares (which is in yellow colour) to the Registrar to exchange, at the expense of the Company, for new certificates of the Consolidated Shares (on the basis of ten (10) Existing Shares for one (1) Consolidated Share) (which will be in green colour after the proposed Share Consolidation becoming effective but before the proposed Change of Company Name becoming effective). Thereafter, certificates of Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.5 (or such higher amount as may from time to time be allowed or not prohibited under the GEM Listing Rules) each by Shareholders to the Registrar.

F. Board lots

The existing board lot of 10,000 Shares will remain unchanged upon the Share Consolidation becoming effective. The value of the current board lot, based on the closing price of HK$0.03 per Existing Shares as at the Latest Practicable Date, was HK$310. Upon the Share Consolidation becoming effective, the expected value of each board lot of 10,000 Consolidated Shares, based solely on the closing price of the Existing Shares as at the Latest Practicable Date, is expected to be HK$3,100.

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LETTER FROM THE BOARD

G. Arrangement on odd lots trading

In order to facilitate the trading of odd lots of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Opus Securities Limited to stand in the market to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on 8 May 2018 to 4:00 p.m. on 29 May 2018 (both days inclusive). Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot or to dispose of their holding of odd lots of the Consolidated Shares may contact Mr. Ricky Wong of Opus Securities Limited at 8th Floor, Fung House, 19-20 Connaught Road Central, Central, Hong Kong at telephone number (852) 2567-6600 during office hours in the aforesaid period.

Holders of odd lots of Consolidated Shares should note that the matching of the sale and purchase of odd lots of Consolidated Shares is not guaranteed. Shareholders are also recommended to consult with their professional advisers if they are in any doubt regarding the arrangement on odd lots trading.

H. Trading Arrangement for the Consolidated Shares

Subject to the Share Consolidation becoming effective, the arrangements for dealing in the Consolidated Shares are expected to be as follows:

• (a) from 9:00 a.m. on Monday, 23 April 2018, the original counter for trading in the Existing Shares in board lot of 10,000 Existing Shares will be temporarily closed and a temporary counter for trading in the Consolidated Shares in board lot of 1,000 Consolidated Shares (in the form of existing Share certificates) will be set up and opened;

• (b) from 9:00 a.m. on Tuesday, 8 May 2018, the original counter for trading in the Consolidated Shares in board lot of 10,000 Consolidated Shares (in the form of new Share certificates) will be re-opened;

• (c) during the period from Tuesday, 8 May 2018 to Tuesday, 29 May 2018 (both dates inclusive), there will be parallel trading at the above two counters; and

• (d) the temporary counter for trading in board lot of 1,000 Consolidated Shares (in the form of existing Share certificates) will be closed after the close of trading at 4:00 p.m. on Tuesday, 29 May 2018. Thereafter, trading will only be in board lot of 10,000 Consolidated Shares in the form of new Share certificates representing the Consolidated Shares while the existing Share certificates for the Existing Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes. However, such certificates will remain effective as documents of title on the basis of ten (10) Existing Shares for one (1) Consolidated Share.

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LETTER FROM THE BOARD

I. Adjustments in relation to the outstanding Options

As at Latest Practicable Date, there were outstanding Options granted under the Share Option Scheme entitling the holders thereof to subscribe for up to an aggregate of 403,200,000 Existing Shares. The exercise price(s) applicable to all such Options will be adjusted as a result of the Share Consolidation by a factor which the Company’s auditors certify as being, in their opinion, to be fair and reasonable. Assuming there is no other adjustment event under the Share Option Scheme other than the proposed Share Consolidation becoming effective, the outstanding Options will entitle holders thereof to subscribe for up to 40,320,000 Consolidated Shares. The Company will make a further announcement after it has received confirmation from its auditors.

As at the Latest Practicable Date, save for the above, the Company has no other outstanding options, convertible securities options or warrants in issue which confer any rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case maybe.

J. Reasons for the Proposed Share Consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. Also, the “Guide of Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 3 March 2014 states that (i) market price of the Shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value per board lot should be greater than HK$2,000. In view of the recent trading prices of the Shares at a level less than HK$0.1 and the board lot value being less than HK$2,000 each, the Board considers that the Share Consolidation would enable the Company to avoid the market price of the Shares being traded near the extremities as prescribed under the GEM Listing Rules It is also believed that the adjusted share price as a result of the Share Consolidation will enhance the corporate image of the Company so as to make investing in the Company more attractive to a broader range of investors.

The Group may consider fund raising activities after the proposed Share Consolidation to support it in exploring potential business opportunities and also replenishing its general working capital. Save for the foregoing, the Group currently does not have any plan, and has not entered into any agreement or arrangement to carry out any other corporate action in the twelve months immediately following the date of this circular.

Accordingly, the Directors consider that the Share Consolidation to be beneficial to and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

3. PROPOSED CHANGE OF COMPANY NAME

As disclosed in the announcement of the Company dated 16 March 2018, the Board proposes to change the English name of the Company from “King Force Group Holdings Limited” to “Bei Dou Technology Group Holdings Limited” and the Chinese name of the Company from “冠輝集團控股有限 公司” to “北斗科技集團控股有限公司”.

A. Conditions of the proposed Change of Company Name

The proposed Change of Company Name will be subject to the fulfilment of the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the proposed Change of Company Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands approving the use of the proposed new name for the Company.

Subject to the satisfaction of the above conditions, the proposed Change of Company Name will take effect from the date of entry of the new name of the Company on the register maintained by the Registrar of Companies in the Cayman Islands in place of the existing name. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong regarding the Change of Company Name thereafter.

B. Reasons for the proposed Change of Company Name

The Board considers that the proposed new name of the Company will help to explore the existing and potential businesses of the Company (including its e-Education and security services) and strengthen its corporate image after the completion of the acquisition of China Bei Dou Communications Technology Group Limited, which the Board believes will benefit the Company’s future business development. The Group intends to continue carrying out its manned security guarding service under the “King Force” brand name. The Board is of the opinion that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

C. Effects of the proposed Change of Company Name

The proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

All existing share certificates in issue bearing the existing name of the Company (which is currently in yellow colour, and will be in green colour after the proposed Share Consolidation has become effective) shall continue to be evidence of title to such securities, and the existing share certificates will continue to be valid for trading, settlement and registration purposes subject to the effects of the Share Consolidation to these share certificates as set out in the section headed “2. Proposed Share Consolidation – E. Exchange of Share Certificates” in this circular.

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LETTER FROM THE BOARD

Other than the exchange of the share certificates in connection with the Share Consolidation, there will not be any separate arrangements for free exchange of the existing share certificates of the Company for new share certificates under the new name of the Company. New share certificates of the Company will be issued under the new name of the Company after the proposed Change of Company Name has become effective and will be in blue colour.

Subject to the confirmation of Stock Exchange, the English and Chinese stock short names of the Company for trading in the shares of the Company on the Stock Exchange will also be changed after the proposed Change of Company Name has become effective. An announcement will be made in this connection in due course.

4. EGM

A notice convening the EGM to be held at Room 1101, 11/F, 118 Connaught Road West, Hong Kong on Friday, 20 April 2018 at 11:00 a.m. is set out on pages 13 to 14 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

A form of proxy for use by Shareholders at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, 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 and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) should you so desire.

5. RECOMMENDATION

The Directors consider that the proposed Share Consolidation and the proposed Change of Company Name are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

6. 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.

Yours faithfully, By order of the Board Chen Yunchuo

Chairman and executive Director

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NOTICE OF EGM

KING FORCE GROUP HOLDINGS LIMITED 冠輝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 08315)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of King Force Group Holdings Limited (the “ Company ”) will be held on Friday, 20 April 2018 at 11:00 a.m. at Room 1101, 11/F, 118 Connaught Road West, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon, among others, the granting by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “ Share Consolidation ”):

2. (a) with effect from the business day immediately following the date on which this resolution is passed, being a day on which shares are traded on The Stock Exchange, every ten (10) issued and unissued ordinary shares of par value HK$0.001 each in the share capital of the Company (the “ Existing Shares ”) be consolidated into one (1) share with a par value of HK$0.01 each (each a “ Consolidated Share ”). Such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of the Company;

3. (b) all fractional Consolidated Shares will be disregarded and not be issued to the holders of the Existing Shares but will be aggregated and, if possible, sold for the benefit of the Company; and

4. (c) the directors of the Company be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the share consolidation.”

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NOTICE OF EGM

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon approval of the Registrar of the Companies in the Cayman Islands, the English name of the Company be changed from “King Force Group Holdings Limited” to “Bei Dou Technology Group Holdings Limited” and the Chinese name of the Company from “冠輝集團控股有限公司” to “北斗科技集團控股有限公司” (the “ Change of Company Name ”) with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

Yours faithfully, By order of the Board Wong Ka Shing Company Secretary

Hong Kong, 29 March 2018

Notes:

1. Any member 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 member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the above Meeting (or any adjournment thereof), 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 by 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.

4. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch registrar and transfer office 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 appointed for holding the Meeting or any adjournment thereof.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. The transfer books and register of members of the Company will be closed from 17 April 2018 to 20 April 2018, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, 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 for registration no later than 4:30 p.m. on 16 April 2018.

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