China e-Wallet Payment Group Limited — AGM Information 2013

Apr 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.

==> picture [44 x 32] intentionally omitted <==

RCG Holdings Limited

宏 霸 數 碼 集 團（ 控 股 ）有 限 公 司[*] (a company incorporated in Bermuda with limited liability)

(Stock Codes: HKSE: 802; AIM: RCG)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the ‘‘AGM’’) of RCG Holdings Limited (the ‘‘Company’’) will be held at 4: 30 p.m. on 28 June 2013 (Hong Kong Time) at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor, Malaysia, for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements for the year ended 31 December 2012 and the reports of the directors of the Company (the ‘‘Directors’’) and of the auditors thereon.

2. To re-elect:

3. (a) Mr. Li Jinglong as an executive Director of the Company;

4. (b) Mr. Wang Zhongling as an executive Director of the Company;

5. (c) Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman as a non-executive Director of the Company;

6. (d) Mr. Kwan King Wah as an independent non-executive Director of the Company;

7. (e) Mr. Zeng Min as an independent non-executive Director of the Company.

8. To authorise the board of Directors to fix the remuneration of the Directors of the Company.

9. To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and authorise the board of Directors to fix their remuneration.

10. For purpose of identification only

– 1 –

AS SPECIAL BUSINESS

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions which will be proposed as ordinary resolutions of the Company:

5. ‘‘THAT:

• (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company (the ‘‘Shares’’) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers during or after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of Shares upon the exercise of subscription or conversion rights attached to the warrants which might be issued by the Company or any other securities which are convertible into Shares or an issue of Shares in lieu of the whole or part of a dividend on Shares or any scrip dividend scheme or similar arrangement in accordance with the Bye-laws, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (D) for the purposes of this resolution:

• ‘‘Relevant Period’’ means the period from the time of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company (the ‘‘Shareholders’’) in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the Directors to the Shareholders on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in

– 2 –

relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).’’

1. ‘‘THAT conditional upon the passing of resolutions nos. 5 and 9 in the notice convening this meeting of the Company, the general mandate granted to the Directors to allot, issue and deal with additional shares in the Company pursuant to the said resolution no. 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors pursuant to the said resolution no. 9, provided that the amount of shares so repurchased by the Company shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution.’’

2. ‘‘THAT with effect from the close of business of the day on which this resolution is passed, the existing share option scheme (the ‘‘Existing Scheme’’) adopted by the Company pursuant to a resolution passed by the then shareholders of the Company on 16 October 2008 (a copy of the Existing Scheme is produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) be and it is hereby terminated and shall cease to have with any further effect save and except that the Existing Scheme will remain in force to the extent necessary to give effect to the exercise of the options granted thereunder prior to termination thereof.’’

3. ‘‘THAT subject to the passing of resolution no. 7 and subject also to and conditional upon The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the option which may be granted under the rules of the new share option scheme (the ‘‘New Scheme’’), a draft of which is produced to the meeting marked‘‘ B’’ and signed by the chairman of the meeting for the purpose of identification, representing an amount (the ‘‘General Scheme Limit’’) up to 10 per cent. of the issued shares of the Company as at the day on which this resolution is passed, with effect from the close of business of the day on which this resolution is passed, the rules of the New Scheme be approved and adopted and the Directors be and they are hereby authorised:

4. (a) to approve any amendments to the rules of the New Scheme as may be acceptable or not objected to by the Stock Exchange;

5. (b) at their absolute discretion to grant options to subscribe for shares of the Company in accordance with the rules of the New Scheme;

6. (c) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the New Scheme provided that the aggregate nominal amount of shares which fall to be allotted and issued pursuant to this authority, together with any issue of shares of the Company upon the exercise of any options granted under any other share option scheme as may from time to time be adopted by the Company or its subsidiaries, shall not exceed the General Scheme Limit; and

7. (d) to take all such steps as may be necessary, desirable or expedient to carry the New Scheme into effect.’’

– 3 –

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution of the Company:

‘‘THAT:

• (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) and the AIM Rules, be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

• (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (D) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the time of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by a special resolution of the Shareholders in general meeting.’’

Yours faithfully, On behalf of the Board

RCG Holdings Limited

Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman

Chairman

Hong Kong, 29 April 2013

– 4 –

As at the date of this notice, the Board of the Company comprises the following directors:

Executive Directors: Li Jinglong Zhang Ligong Wang Zhongling

Non-executive Director: Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman

Independent Non-executive Directors: Pieter Lambert Diaz Wattimena Kwan King Wah Zeng Min

– 5 –

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

2. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy 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 a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom (for shareholders whose names appear in the Company’s branch register in Jersey and who hold shares in certificated form), or, in Hong Kong, Union Registrars Limited, at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, (for Shareholders whose names appear in the Company’s branch register in Hong Kong) not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof) at which the person named in the instrument proposes to vote.

4. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event the Form of Proxy shall be deemed to be revoked.

5. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

6. Any corporation which is a member of the Company may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall be deemed to be present in person at any such meeting if a person so authorised is present thereat.

7. In the case of holders of Depository Interests representing ordinary shares in the Company, a Form of Direction must be completed in order to instruct Capita IRG Trustees Limited, the Depository, to vote on the holder’s behalf at the meeting or, if the meeting is adjourned, at the adjourned meeting. To be effective, a completed and signed Form of Direction (and any power of attorney or other authority under which it is signed) must be delivered to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom by no later than 72 hours before the time fixed for the meeting or any adjourned meeting.

8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those Shareholders registered in the Register of members of the Company as of 24 June 2013 are entitled to attend or vote at the annual general meeting of the Company in respect to the number of shares registered in their name at that time. Changes to entries on the Register after that time will be disregarded when determining the rights of any person to attend or vote in the annual general meeting. The Register of members of the Company will be closed from 25 June 2013 to 28 June 2013. In order to be entitled to attend and vote at the annual general meeting, shareholders registered on the Hong Kong branch register of the Company are reminded to ensure that all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4: 00 p.m. on 24 June 2013.

9. The biographies of the Directors who will be seeking re-election are set out below.

– 6 –

Mr. Li Jinglong

Mr. Li Jinglong, aged 53, was appointed as an executive Director on 27 September 2011. He holds a diploma in Business Management from Beijing Society Han Shou University in China. Prior to joining the Company and its subsidiaries (the ‘‘Group’’), Mr. Li has, since 2005, been the general manager of Shanghai Yu Heng Pharmaceuticals Technology Company Limited, a company which specialises in surgical dressing and medical consumable products, and where he oversaw the company’s long term development plans, daily operations and vendors and distributors management. He was the general manager of ZhongXing Industrial Development Company Limited from 1995 to 2005 where he was responsible for daily operations, trading and business developments of the company. Mr. Li is responsible for the Group’s business development in China.

Save as disclosed above, Mr. Li has not previously held any position within the Company or any of its subsidiaries and has not been a director in any other listed company in the past three years.

As at the Latest Practicable Date, Mr. Li does not have any interests or short positions in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Li does not have any relationship with any current or former director, senior management, or substantial or controlling shareholders of the Company.

Under the service agreement of Mr. Li entered into with the Company, the initial term of service is one year with an annual remuneration of HK$180,000. Mr. Li’s emolument was determined with reference to his duties and responsibilities with the Company and the Company’s standard for emoluments. Mr. Li will be subject to re-election at the Company’s next annual general meeting and rotation at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws.

Save as disclosed above, there is no information to be disclosed pursuant to Rule 13.51 (2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Mr. Wang Zhongling

Mr. Wang Zhongling, aged 30, was appointed as an executive Director on 13 November 2012. He holds a Diploma in Computer Science from the Jiaying College in China. Prior to joining the Company, Mr. Wang was, since 2008, the deputy general manager of Shenzhen Giinwin Technology Co. Ltd., a company specializing in computer intelligence and software development, wireless communication, smart device development, system integration and technical consultancy, where he was responsible for its operation and management. Mr. Wang has had more than 9 years experience in managing smart system projects in the technology sector and has held a number of senior technology related positions. Mr. Wang is responsible for the Group’s technology investment and management.

Save as disclosed above, Mr. Wang has not previously held any position with the Company or any of its subsidiaries, and has not been a director in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Wang does not have any interests or short positions in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wang does not have any relationship with any current or former director, senior management, or substantial or controlling shareholders of the Company.

Under the service agreement of Mr. Wang entered into with the Company, the initial term of service is one year with an annual remuneration of HK$240,000. Mr. Wang’s emolument was determined with reference to his duties and responsibilities with the Company and the Company’s standard emoluments. Mr. Wang will be subject to re-election at the Company’s next annual general meeting and rotation at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws.

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

– 7 –

Non-executive Chairman

Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman

Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman, aged 70, was appointed as an independent non-executive Director on 1 June 2010. He was redesignated as a non-executive Director and appointed as the nonexecutive Chairman of the Company on 4 October 2010. He provides guidance for the overall direction and strategy of the Group.

He dedicated over 45 years of his career to the Malaysian government. He started his career in 1963 as a Clerical Officer with the Land Office & General Hospital Kota Bharu, Kelantan. The following year, he was appointed as a police inspector until 1968, when he left on a scholarship to read law. He was admitted as a Barrister at-Law of the Inner Temple, London and upon his return, joined the Judicial and Legal Service (‘‘JLS’’) of Malaysia.

Tan Sri Dato’ Nik Hashim held various posts in the JLS since 1970 as a magistrate in Klang and Kuala Terengganu; President of the Sessions Court in Temerloh and Muar; Deputy Director of the Legal Aid Bureau; Senior Federal Counsel of the Ministry of Housing and Local Government; Judge Advocate, Ministry of Defense; Deputy Public Prosecutor, Sarawak; State Legal Advisor, Terengganu; Senior Federal Counsel (Special Unit) in the Attorney General’s Chambers; Deputy Parliamentary Draftsman; Public Trustee and Official Administrator; the first and founding Director General of the Judicial and Legal Training Institute (ILKAP) and Chairman of the Advisory Board in the Prime Minister’s Department, Taiping Perak before he was appointed to the Malaysian Judiciary. In 1995, Tan Sri Dato’ Nik Hashim was appointed as a Judicial Commissioner of the High Court Malaya. He was confirmed as a Judge of the High Court in 1997, promoted to the Court of Appeal in 2003 and as a Judge of the Federal Court in 2005 until his retirement in July 2009.

He was a member of the Royal Police Force Commission from 2004 to 2008, a member of the Syariah Appeal Court, Kelantan since April 1998 and an Adjunct Professor in the Faculty of Law and International Relations of the University of Sultan Zainal Abidin (UniSZA) Malaysia since 1 February 2009 to 31 January 2013. In July 2010, Tan Sri Dato’ Nik Hashim attended and successfully completed a course in Executive Education programme at Harvard Business School in Boston, USA.

In recognition of his public service, he was conferred honorary titles from various Sultanates in Malaysia.

Tan Sri Dato’ Nik Hashim currently sits on the board of China Stationery Limited and Olympia Industries Bhd, both companies listed on the Bursa Malaysia Securities Berhad, as an independent non-executive director. He was an independent non-executive director of Inch Kenneth Kajang Rubber Public Limited Company and an independent and non-executive chairman of Baswell Resources Berhad, both companies listed on the Bursa Malaysia Securities Berhad.

Save as disclosed above, Tan Sri Dato’ Nik Hashim has not previously held any position within the Company or any of its subsidiaries and has not been a director in any other listed companies in the last three years.

As at the Latest Practicable Date, Tan Sri Dato’ Nik Hashim does not have any interests or short positions in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance. Tan Sri Dato’ Nik Hashim does not have any relationship with any director, senior management, or substantial or controlling shareholder of the Company.

Under the appointment letter of Tan Sri Dato’ Nik Hashim entered into with the Company, the term of service is one year with a director’s fees of HK$240,000 per annum. Tan Sri Dato’ Nik Hashim’s emolument was determined with reference to his duties and responsibilities with the Company, the Company’s standard for emoluments and in line with market norms. Tan Sri Dato’ Nik Hashim will be subject to retirement by rotation and re-election at the Company’s annual general meeting at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws. Save as disclosed above, there is no other emoluments of Tan Sri Dato’ Nik Hashim are covered by a service contract.

– 8 –

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rule 13.51(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

Mr. Kwan King Wah

Mr. Kwan King Wah, aged 49, was appointed as an independent non-executive Director on 27 August 2012. He was also appointed as the Chairman of the Audit Committee of the Company and a member of the Nomination Committee of the Company.

Mr. Kwan, formerly known as Kwan Fu Tang and Kwan Chik Wah, is a fellow member of the Hong Kong Institute of Certified Public Accountants. He obtained a Diploma in Accountancy with credit awarded from Hong Kong Tuen Mun Technical Institute and had attended a Microsoft Certified Systems Engineer (MCSE) Course at UniTech Consultancy Limited. Mr. Kwan has had more than 20 years working experiences in providing his expertise in accounting and auditing services to various companies.

Mr. Kwan is the founder and the present sole proprietor to K.W. Kwan & Co., an audit firm which registered with Hong Kong Institute of Certified Public Accountants for practicing as Certified Public Accountants. Mr. Kwan presently holds directorships in two Hong Kong private companies, namely Pronet Consulting Limited and Sunny Earth Limited.

Save as disclosed above, Mr. Kwan has not previously held any position with the Company or any of its subsidiaries, and has not been a director in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Kwan does not have any interests or short positions in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Kwan does not have any relationship with any current or former director, senior management, or substantial or controlling shareholders of the Company.

Under the appointment letter of Mr. Kwan entered into with the Company, the initial term of service is one year with an annual remuneration of HK$180,000. Mr. Kwan’s emolument was determined with reference to his duties and responsibilities with the Company and the Company’s standard emoluments. Mr. Kwan will be subject to re-election at the Company’s next annual general meeting and rotation at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws. Save as disclosed above, there is no other emoluments of Mr. Kwan are covered by a service contract.

Mr. Kwan has made an annual confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. Pursuant to code provision A.5.5 of Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the board of Directors considers Mr. Kwan as independent as he has passed in accordance with the independence guidelines. Also, in view of his extensive knowledge and experience, the Company recommends Mr. Kwan to be re-elected as an independent non-executive director.

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Mr. Zeng Min

Mr. Zeng Min, aged 41, was appointed as an independent non-executive Director on 27 August 2012. He was also appointed as the Chairman of the Remuneration Committee of the Company and a member of the Nomination Committee of the Company.

Mr. Zeng graduated from the College of Management of Shenzhen University. He is currently the General Manager of Dongguan Huayue Electronic Co. Ltd. Mr. Zeng has over 20 years of experience in electronic industry. He has held management positions in several electronic enterprises and has acquired intensive knowledge in the production, research and development, design of electronic products and corporate management.

– 9 –

Save as disclosed above, Mr. Zeng has not previously held any position with the Company or any of its subsidiaries, and has not been a director in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Zeng does not have any interests or short positions in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zeng does not have any relationship with any current or former director, senior management, or substantial or controlling shareholders of the Company.

Under the appointment letter of Mr. Zeng entered into with the Company, the initial term of service is one year with an annual remuneration of HK$180,000. Mr. Zeng’s emolument was determined with reference to his duties and responsibilities with the Company and the Company’s standard emoluments. Mr. Zeng will be subject to re-election at the Company’s next annual general meeting and rotation at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws. Save as disclosed above, there is no other emoluments of Mr. Zeng are covered by a service contract.

Mr. Zeng has made an annual confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. Pursuant to code provision A.5.5 of Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the board of Directors considers Mr. Zeng as independent as he has passed in accordance with the independence guidelines. Also, in view of his extensive knowledge and experience, the Company recommends Mr. Zeng to be re-elected as an independent non-executive director.

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

– 10 –