China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2014

Sep 23, 2014

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

(Stock Code: HKSE: 802)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of holders of ordinary shares of HK$0.01 each in the capital of RCG Holdings Limited (the ‘‘Company’’) will be held at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on 14 October 2014 at 4: 00 p.m. (Hong Kong time) or at any adjournment thereof, for the purpose of considering and (if thought fit), to pass, the resolution set out below as an ordinary resolution (with or without amendment) (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 24 September 2014):

ORDINARY RESOLUTION

‘‘THAT the sale and purchase agreement dated 15 April 2014 entered into between the Company and Pertubuhan Peladang Kebangsaan (National Farmers Organisation) (the ‘‘Sale and Purchase Agreement’’), a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and/or ratified and that the directors of the Company (the ‘‘Directors’’) authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering the Sale and Purchase Agreement be and are hereby approved, confirmed and/or ratified, and any Executive Director be and is hereby authorised to do or authorise doing all such acts, matters and things as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement the transactions pursuant to the Sale and Purchase Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms thereof as he may in his discretion consider to be desirable and in the interest of the Company.’’

Yours faithfully, On behalf of the Board of RCG Holdings Limited Li Jinglong Director

Hong Kong, 24 September 2014

• For purpose of identification only

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Notes:

1. A Form of Proxy (as applicable) is enclosed.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized 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 authorized to sign the same.

3. Any member entitled to attend and vote at a meeting of the Company shall be entitled 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.

4. The instrument appointing a proxy or other authority (if any) under which it is signed, or a certified copy of such a power or authority, shall be delivered to the Company’s Registrars 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.

5. 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.

6. 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.

7. Any corporation which is a member of the Company may by resolution of its Directors or other governing body authorize 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 authorized 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 authorized is present thereat.

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

Executive Directors:

Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors: Liu Wen Kwan King Wah Zeng Min

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