China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2016

Nov 14, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in RCG Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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RCG Holdings Limited 宏霸數碼集團（控股）有限公司[*] (Incorporated in Bermuda with limited liability) (Stock code: 802)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting (the “SGM”) of RCG Holdings Limited (the “Company”) to be held at No. 16-3, Jalan PJU 5/4, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 8 December 2016 at 11:00 a.m. or any adjournment thereof is set forth in pages 6 to 7 of this circular.

If you are not able to attend the SGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Union Registrars Limited, Suites 3301-04, 33/F.,Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.

15 November 2016

* For identification purpose only

CONTENTS

DEFINITIONS LETTER FROM THE BOARD NOTICE OF SGM		Page 1 2 6

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context otherwise requires:

“Announcement” the announcement made by the Company on 7 November 2016 in respect of the Change of Company Name “Board” the board of Directors “Change of Company Name the proposed change of the English name of the Company from “RCG Holdings Limited” to “China e-Wallet Payment Group Limited” and adopt the Chinese name “中國錢包支付集團 有限公司” in lieu of “宏霸數碼集團（控股）有限公司”, details of which are set out in the Announcement “Company” RCG Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange “Director(s)” director(s) of the Company “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan “SGM” the special general meeting of the Company to be held on Thursday, 8 December 2016 at 11:00 a.m. or any adjournment thereof to consider and, if thought fit, approving, among other things, the Change of Company Name, the notice of which is set out on pages 6 to 7 of this circular “Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of HK$0.04 per Share “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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RCG Holdings Limited 宏霸數碼集團（控股）有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock code: 802)

Executive Directors: Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors: Liu Wen Kwan King Wah Lo Suet Lai

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Room 626-629 Corporation Park 11 On Lai Street Siu Lek Yuen Sha Tin, New Territories Hong Kong

Principal place of business outside Hong Kong: Lot 1, Jalan Teknologi 3/5 Taman Sains Selangor 1 Kota Damansara Petaling Jaya, Selangor Malaysia

15 November 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement of the Company dated 7 November 2016 in respect of the proposed Change of Company Name. The purpose of this circular is to provide the Shareholders with information relating to the special resolution to be proposed at the SGM regarding the Change of Company Name and notice for convening the SGM.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As disclosed in the Announcement, the Board proposed to change the English name of the Company from “RCG Holdings Limited” to “China e-Wallet Payment Group Limited” and to adopt the Chinese name “中國錢包支付集團有限公司” in lieu of “宏霸數碼集團（控股）有限公司”.

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the SGM to approve the Change of Company Name; and

2. the Registrar of Companies in Bermuda granting approval for the use of the proposed new English name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in Bermuda. The Company will further carry out the necessary filing procedures with the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the Shares of the Company will also be changed after the Change of Company Name becoming effective. Further announcement(s) will be made by the Company in relation to the effective date of the Change of Company Name and the change of English and Chinese stock short names.

Reasons for the Change of Company Name

The Board believes that the new English and Chinese names of the Company can better reflect its recent development in business associated with mobile payment in the PRC, allow the public and investors to better discern the Company’s recent business opportunities, and improve the brand recognition of the Company.

The Board is of the opinion that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Effect of the Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall, after the Change of Company Name having become effective, continue to be evidence of the title of the securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Share certificates of the Company which are issued after the Change of Company Name having become effective will be in the new name of the Company.

SGM

The notice of the SGM is set out on pages 6 to 7 of this circular.

Pursuant to the Listing Rules and the bye-laws of the Company, 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 to purely a procedural or administrative matter to be voted on by a show of hands in accordance with the note to Rule 13.39(4) of the Listing Rules. An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the proposed resolution at the SGM.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews. hk) and the Company (www.rcg.tw). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

RECOMMENDATION

The Directors consider that the Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM to approve the Change of Company Name.

Yours faithfully, By order of the Board RCG Holdings Limited Li Jinglong Executive Director

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NOTICE OF SGM

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RCG Holdings Limited 宏霸數碼集團（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 802)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “SGM”) of RCG Holdings Limited (the “Company”) will be held at No. 16-3, Jalan PJU 5/4, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 8 December 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “RCG Holdings Limited” to “China e-Wallet Payment Group Limited”, and adopt the Chinese name “中國錢 包支付集團有限公司 ” in lieu of “宏霸數碼集團（控股）有限公司 ” (the “Change of Company Name”), 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 consider(s) necessary, desirable or expedient for the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board RCG Holdings Limited Li Jinglong Executive Director

Hong Kong, 15 November 2016

* For identification purpose only

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NOTICE OF SGM

Notes:

1. Any shareholder entitled to attend and vote at the special general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

2. In order to be valid, a form of proxy 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 share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the special general meeting (or any adjournment thereof).

3. Completion and delivery of a form of proxy shall not preclude a shareholder from attending and voting in person at the special general meeting and in such event, the instrument appoint a proxy shall be deemed to be revoked.

4. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she were solely entitled hereto; but if more than one of such joint holders be present at the special general 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 of the Company.

5. A form of proxy for use at the special general meeting is attached herewith.

6. Any voting at the special general meeting shall be taken by poll.

7. The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

As at the date of this notice, the board of directors of the Company comprises three executive directors, namely Li Jinglong, Zhang Ligong and Wang Zhongling; and three independent nonexecutive directors, namely Liu Wen, Kwan King Wah and Lo Suet Lai.

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