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

Aug 21, 2016

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: 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 11:00 a.m. on Wednesday, 7 September 2016 at No. 16-3, Jalan PJU 5/4, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT

2. (a) the conditional placing agreement dated 1 March 2016 (as supplemented on 29 July 2016) (the ‘‘Placing Agreement’’) entered into between the Company and China Prospect Securities Limited (formerly known as ‘‘SEEC Media Securities Limited’’) (the ‘‘Placing Agent’’) pursuant to which the Placing Agent agreed to procure not less than six (6) placees to subscribe for, in up to two tranches, for up to HK$320,000,000 of the convertible bonds on a best effort basis entitling the holders thereof to convert the principal amount thereof into ordinary shares of the Company (the ‘‘Conversion Shares’’) at the initial conversion price of HK$0.25 (subject to adjustment) per Conversion Share, a copy of the Placing Agreement has been produced at the SGM and marked ‘‘A’’ and initialled by the chairman of the SGM for the purpose of identification and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) subject to the fulfillment and/or waiver of the conditions set out in the Placing Agreement, the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to issue the Convertible Bonds in accordance with the terms and conditions of the Placing Agreement;

4. (c) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Conversion Shares; and

5. For identification purpose only

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• (d) any Director be and is hereby authorised to exercise all powers of the Company and take all steps as might in his opinion be desirable, necessary or expedient to give effect to or in connection with the Placing Agreement including without limitation to:

  • (i) the execution, amendment, supplement, delivery, submission and/or implementation of any further documents or agreements in relation to the Placing Agreement, the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares; and

  • (ii) the taking of all necessary actions to implement the transactions contemplated under the Placing Agreement.’’

• ‘‘THAT

• (a) the authorised share capital of the Company be increased from HK$90,000,000 divided into 2,250,000,000 ordinary shares of HK$0.04 each (‘‘Share(s)’’) to HK$2,000,000,000 divided into 50,000,000,000 Shares by the creation of an additional 47,750,000,000 new Shares (the ‘‘Increase in Authorised Share Capital’’); and

• (b) 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 which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’

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

Hong Kong, 22 August 2016

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.

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1. 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 was 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.

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

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

4. 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 two independent nonexecutive Directors, namely Liu Wen and Kwan King Wah.

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