China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2022

Jul 18, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser.

If you have sold or transferred all of your Shares, please send this document and the Form of Proxy to the purchaser or transferee or to the stockbroker, bank, licensed securities dealer, or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred part of your registered holding of Shares, please contact immediately your stockbroker, bank, licensed securities dealer, or other agent through whom the sale or transfer was effected.

Your attention is drawn to the letter from the Board and to the recommendation that Shareholders vote in favour of the resolutions to be proposed at the SGM.

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China e-Wallet Payment Group Limited 中國錢包支付集團有限公司 *

(a company incorporated in Bermuda with limited liability)

(Stock Code: 802)

PROPOSED CAPITAL REORGANISATION AND

NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page should have the same meaning as those defined in this circular.

A notice convening the SGM to be held on Thursday, 11 August 2022 at 11:00 a.m. at No. 21-2, Jalan PJU 5/11, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia, is set out on pages 15 to 17 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM 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 in person at the SGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

19 July 2022

• For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Bye-laws’’ the Bye-laws of the Company;

• ‘‘Capital Reduction’’

the proposed reduction of the issued share capital of the Company by (i) rounding down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by cancelling any fraction of a Consolidated Share in the issued share capital of the Company; and (ii) cancelling the paid up capital of the Company to the extent of HK$0.19 on each of the then issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01

‘‘Capital Reorganisation’’ the proposed capital reorganisation of the Company comprising (i) the Share Consolidation, and (ii) the Capital Reduction

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Companies Act’’ the Companies Act 1981 of Bermuda (as amended from time to time)

• ‘‘Company’’

• China e-Wallet Payment Group Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Hong Kong Stock Exchange

• ‘‘Contributed Surplus’’ has the meaning ascribed to it under the Companies Act

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of HK$0.20 each in the issued share capital of the Company immediately after the Share Consolidation becoming effective

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Existing Share(s)’’ ordinary share(s) of HK$0.04 each in the share capital of the Company

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 13 July 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Committee’’

has the meaning ascribed thereto in the Listing Rules

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘New Share(s)’’ ordinary share(s) of HK$0.01 each in the issued share capital of the Company immediately after the Capital Reduction becoming effective

• ‘‘SGM’’

the special general meeting of the Company to be convened for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation

• ‘‘Share(s)’’

• the Existing Share(s) or the Consolidated Share(s) or the New Share(s) as the can may be

• ‘‘Share Consolidation’’

• the proposed consolidation of every five (5) Existing Shares of HK$0.04 each in issue into one (1) issued Consolidated Share of HK$0.20 each

• ‘‘Share Option(s)’’

• the option(s) to subscribe for Shares on terms determined by the Directors pursuant to the share option scheme adopted by the Company on 28 June 2013, or any other share option scheme of the Company

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 28 June 2013

• ‘‘Shareholder(s)’’

• holder(s) of the Existing Share(s) or the Consolidated Share(s) or the New Share(s) as the case may be

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below. The expected timetable is subject to the results of the SGM and satisfaction of the conditions of the Capital Reorganisation and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Events Expected Time and Date
Latest date and time for lodging transfer documents in order
to qualify for attending and voting at the SGM . . . . . . . . . . . . . . . . 4:30 p.m. on Friday,
5 August 2022
Closure of the register of members of the Company to
determine the entitlement to attend and vote at the SGM
(both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 8 August 2022 to
Thursday, 11 August 2022
Latest date and time for lodging the proxy forms
for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday,
9 August 2022
Expected date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday,
11 August 2022
Publication of announcement of poll results of SGM . . . . . . . . . . . . . . . . . . 11 August 2022
The following events are conditional upon the fulfilment of the conditions for the
implementation of the Capital Reorganisation and therefore the dates are tentative:
Expected effective date of the Capital Reorganisation . . . . . . . . . . . Monday, 15 August 2022
First day of free exchange of existing share certificates
for new share certificates for New Shares . . . . . . . . . . . . . . . . . Monday, 15 August 2022
Dealing in New Shares commences . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday,
15 August 2022
Original counter for trading in Existing Shares in board lots
of 10,000 Existing Shares (in the form of existing share
certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday,
15 August 2022

– 3 –

EXPECTED TIMETABLE

Temporary counter for trading in New Shares in board lots
of 2,000 New Shares (in the form of existing share
certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 9:00 a.m. on Monday,
	15 August 2022
Original counter for trading in New Shares in board lots
of 10,000 New Shares (in the form of new share
certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 9:00 a.m. on Monday,
	29 August 2022
Parallel trading in New Shares (in the form of new share
certificates and existing share certificates) commences . . . . . . .	. . . . 9:00 a.m. on Monday,
	29 August 2022
Designated broker starts to stand in the market to provide
matching services for the sale and purchase of odd lots
of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 9:00 a.m. on Monday,
	29 August 2022
Designated broker ceases to stand in the market to provide
matching services for the sale and purchase of odd lots
of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 4:00 p.m. on Monday,
	19 September 2022
Temporary counter for trading in New Shares in board lots
of 2,000 New Shares (in the form of existing share
certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 4:10 p.m. on Monday,
	19 September 2022
Parallel trading in New Shares (in the form of new share
certificates and the existing share certificates) ends . . . . . . . . .	. . . . 4:10 p.m. on Monday,
	19 September 2022
Last day for free exchange of existing share certificates
for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 21 September 2022

– 4 –

LETTER FROM THE BOARD

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China e-Wallet Payment Group Limited 中國錢包支付集團有限公司 *

(a company incorporated in Bermuda with limited liability)

(Stock Code: 802)

Executive Directors: Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors: Cheng Ruixiong Kwan King Wah Lo Suet Lai

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 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

19 July 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED CAPITAL REORGANISATION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The Company has announced on 6 July 2022 regarding the proposed Capital Reorganisation. The purpose of this circular is to provide you with information regarding the proposed Capital Reorganisation and the notice of SGM for the purpose of considering and, if thought fit, approving the resolution to be proposed.

• For purpose of identification only

– 5 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

The Board proposes that every five (5) issued Existing Shares of a par value of HK$0.04 each in the issued share capital of the Company be consolidated into one (1) Consolidated Share of a par value of HK$0.20 each in the issued share capital of the Company. The Board further proposes that immediately upon the Share Consolidation becoming effective, the issued share capital of the Company be reduced by (i) rounding down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by cancelling any fraction of a Consolidated Share in the issued share capital of the Company; and (ii) cancelling the paid up capital of the Company to the extent of HK$0.19 on each of the then issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01.

Effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$2,000,000,000 divided into 50,000,000,000 Existing Shares of a par value of HK$0.04 each, of which 3,017,729,744 Existing Shares have been allotted and issued as fully paid or credited as fully paid.

Upon the Capital Reorganisation becoming effective and assuming no further Existing Shares will be allotted, issued or repurchased from the date hereof until the effective date of the Capital Reorganisation, the authorised share capital of the Company shall become HK$2,000,000,000 divided into 200,000,000,000 New Shares of a par value of HK$0.01 each, of which 603,545,948 New Shares have been allotted and issued as fully paid or credited as fully paid upon the Capital Reorganisation becoming effective.

The credit of HK$114,673,730.12 arising from the Capital Reduction will be credited to the Contributed Surplus account of the Company and the Board will be authorised to utilise credits in the Contributed Surplus account in any manner as may be permitted under the bye laws of the Company and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company.

– 6 –

LETTER FROM THE BOARD

Upon the Capital Reorganisation becoming effective and assuming that there is no change in the number of issued Shares prior to the SGM, the share capital structure of the Company will be as follows:

	Immediately before the	Immediately after the
	Capital Reorganisation	Capital Reorganisation
	becoming effective	becoming effective
Authorised share capital	HK$2,000,000,000	HK$2,000,000,000
Par value	HK$0.04	HK$0.01
	per Existing Share	per New Share
Number of authorised Shares	50,000,000,000	200,000,000,000
	Existing Shares	New Shares
Amount of issued share capital	HK$120,709,189.76	HK$6,035,459.48
Number of issued Shares	3,017,729,744	603,545,948
	Existing Shares	New Shares
Amount of unissued share capital	HK$1,879,290,810.24	HK$1,993,964,540.52
Number of unissued Shares	46,982,270,256	199,396,454,052
	Existing Shares	New Shares

Other than the expenses to be incurred in relation to the Capital Reorganisation, the implementation of the Capital Reorganisation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled. The Board are of the view that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group or its overall net asset value.

The Board does not expect that on the date the Capital Reorganisation is to be effected, there will be any reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. No outflow of resources would be caused by the Capital Reorganisation, except for the expenses expected to be insignificant in the context of the net asset value of the Company. The Capital Reorganisation itself does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid up capital of the Company nor will it result in changes to the relative rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

No change in board lot size

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. Upon the Capital Reorganisation becoming effective, the size of each board lot of the New Shares will remain the same, being 10,000 New Shares per board lot and the New Shares will rank pari passu in all respects with each other in accordance with the memorandum of association and bye-laws of the Company.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon the following conditions:

• (a) the passing of the necessary special resolution(s) by the Shareholders to approve the Capital Reorganisation at the SGM;

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation;

• (c) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (d) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

As at the Latest Practicable Date, none of the conditions above had been fulfilled. It is expected that the Capital Reorganisation will become effective on Monday, 15 August 2022.

– 8 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, the Company has 600,630,000 outstanding Share Options.

Save as aforesaid, the Company has no other outstanding convertible securities, shares options or warrants in issue which confer any right to subscribe for, convert or exchange into shares of the Company.

Pursuant to the terms of the Share Option Scheme, the Share Consolidation will cause adjustments (‘‘Adjustments’’) to the respective conversion prices of the outstanding Share Options and the number of New Shares to be issued upon the exercise of the Share Options as follows.

Name of grantee Date of grant Directors Li Jinglong 18-May-21 Zhang Ligong 18-May-21 Wang Zhongling 18-May-21 Sub-total Employees 28-Jul-17 18-May-21 10-May-22 Sub-total Total	Before Adjustments Outstanding share options Exercise price HK$ 3,000,000 0.113 3,000,000 0.113 3,000,000 0.113 9,000,000 24,830,000 0.199 265,100,000 0.113 301,700,000 0.066 591,630,000 600,630,000	After Adjustments Outstanding share options Exercise price HK$ 600,000 0.565 600,000 0.565 600,000 0.565 1,800,000 4,966,000 0.995 53,020,000 0.565 60,340,000 0.330 118,326,000 120,126,000

The Company will appoint its auditor or independent financial advisors to review and certify the basis of such adjustments to the respective conversion prices of the outstanding Share Options and the number of New Shares to be issued upon the exercise of the share options in accordance with (i) the requirements set out in Rule 17.03(13) of the Listing Rules, (ii) the supplementary guideline regarding the adjustments to Share Options issued by the Stock Exchange on 5 September 2005 and (iii) the terms of the Share Option Scheme. The Company will make further announcements regarding the adjustments in accordance with the Listing Rules in due course.

– 9 –

LETTER FROM THE BOARD

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the New Shares upon the Capital Reorganisation becoming effective.

Subject to the granting of the listing of, and the permission to deal in, the New Shares on the Stock Exchange upon the Capital Reorganisation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the New 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 New 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 New Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time of the Capital Reorganisation becoming effective, the New 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 is being or is proposed to be sought.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their own professional adviser and may wish to consider the possibility of buying or selling Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

– 10 –

LETTER FROM THE BOARD

Exchange of share certificates

Subject to the Capital Reorganisation becoming effective, the Shareholders may during the period from Monday, 15 August 2022 to Wednesday, 21 September 2022 (both days inclusive) submit existing share certificates in the colour of purple for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at its new office address, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for the exchange of new share certificates in the colour of blue for the New Shares (on the basis of five (5) Existing Shares for one (1) New Share) at the expense of the Company.

Thereafter, certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.5 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher.

After 4:10 p.m. on Monday, 19 September 2022, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the New Shares, the Company will appoint a securities firm to provide matching services, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of the holding of odd lots of the New Shares. Shareholders who wish to take advantage of this facility should contact China Prospect Securities Limited at Unit 2303, 23/F, The Center, 99 Queen’s Road Central, Central, Hong Kong (telephone number: (852) 3899 1632) from 9:00 a.m. on Monday, 29 August 2022 to 4:00 p.m. on Monday, 19 September 2022.

Holders of odd lots of the New Shares should note that the matching of the sale and purchaser of odd lots of the New Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

– 11 –

LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANISATION

The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 has stated that market price of the Shares at a level less than HK$0.01 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules.

Taking into account of the closing price of HK$0.060 per Share on 13 July 2022 (being the Latest Practicable Date), the Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules.

The Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares.

As set out in the ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by Hong Kong Exchanges and Clearing Limited, the value of each board lot shall not be less than HK$2,000. Based on the closing price of HK$0.054 per Existing Share (equivalent to the theoretical closing price of HK$0.270 per New Share upon the Capital Reorganisation becoming effective) as at the Latest Practicable Date, (i) the value per board lot of 10,000 Existing Shares is HK$540; and (ii) the value per board lot of 10,000 New Shares would be HK$2,700 on the assumption that the Capital Reorganisation becomes effective.

Pursuant to the Bye-laws, the Company may not issue new shares below par value, which will be HK$0.20 if the Share Consolidation takes effect without the Capital Reduction.

Without the Capital Reduction, the Board may find it extremely difficult to negotiate with any potential investors to subscribe for new Shares or securities of the Company. The Board believes that the Capital Reduction will provide greater flexibility to the Company in pricing any future capital raising exercise as the par value per Share can be kept at a lower level.

In addition, the credit arising from the Capital Reduction will be transferred to the Contributed Surplus and following the Share Consolidation, the Board will be authorised to utilise and apply any credit balance in the Contributed Surplus in accordance with the Bye-laws and all applicable laws, including the application of any credit balance to set off against accumulated losses of the Company, as and when the Board may consider appropriate. In the event of the Board applying credit balance in the Contributed Surplus to set-off against the accumulated losses of the Company, the Company’s capital and reserves will more closely reflect the available net assets of the Company and would give the Company a capital structure that should, subject to performance and availability of distributable reserves, permit the payment of dividends as and when the Board consider it appropriate in the future.

– 12 –

LETTER FROM THE BOARD

Based on the above, the Board is of the view that the Capital Reorganisation is beneficial to and in the interests of the Company and its Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any plan, arrangement, understanding, intention, negotiation (either concluded or in process) on any fund raising activities or precise investment opportunities and has no immediate plan for issue of new Shares. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/or investment opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

SGM

The notice convening the SGM is set out on pages 15 to 17 of this circular at which a special resolution will be proposed to approve the proposed Capital Reorganisation. A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (to be changed to 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong with effect from 15 August 2022) as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM 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 in person at the SGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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. Accordingly, each of the resolution set out in the notice of SGM will be put to the vote by way of a poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM.

GENERAL

The English text of this circular shall prevail over the Chinese text.

– 13 –

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 contained herein or this circular misleading.

RECOMMENDATION

The Board considers that the resolution in respect of the proposed Capital Reorganisation to be proposed at the SGM are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolution at the SGM.

Yours faithfully, On behalf of the Board

China e-Wallet Payment Group Limited Li Jinglong

Executive Director

– 14 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [107 x 46] intentionally omitted <==

China e-Wallet Payment Group Limited 中國錢包支付集團有限公司 *

(a company incorporated in Bermuda with limited liability)

(Stock Code: 802)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of China e-Wallet Payment Group Limited (the ‘‘Company’’) will be held on Thursday, 11 August 2022 at 11:00 a.m. at No. 21-2, Jalan PJU 5/11, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia, for the following purposes:

SPECIAL RESOLUTION

‘‘THAT, conditional upon: (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and the permission to deal in, the New Shares (as defined below); and (ii) compliance with Section 46(2) of the Companies Act 1981 of Bermuda to effect the Capital Reduction (as defined below), with effect from 9:00 a.m. on the next business day after the date on which this resolution is passed by the shareholders of the Company (the ‘‘Shareholders’’):

• (a) every five (5) issued ordinary shares of nominal value of HK$0.04 each (the ‘‘Existing Share’’) in the share capital of the Company be consolidated into one (1) issued ordinary share of nominal value of HK$0.20 each (the ‘‘Consolidated Share’’) (the ‘‘Share Consolidation’’);

• (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the total number of issued Consolidated Shares arising from the Share Consolidation;

• (c) the nominal value of all issued Consolidated Shares be reduced from HK$0.20 each to HK$0.01 each (the ‘‘New Share’’) by cancelling the capital paid-up thereon to the extent of HK$0.19 per Consolidated Share in issue (together with the step described in paragraph (b) above, the ‘‘Capital Reduction’’); and

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NOTICE OF SPECIAL GENERAL MEETING

• (d) the credit arising from the Capital Reduction be credited to the contributed surplus account of the Company (together with the Share Consolidation and the Capital Reduction, the ‘‘Capital Reorganisation’’) and the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to use the amount then standing to the credit of the contributed surplus account in any manner as may be permitted under the bye-laws of the Company and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company.’’

By Order of the Board China e-Wallet Payment Group Limited Li Jinglong Executive Director

Hong Kong, 19 July 2022

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

Executive Directors:

Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors:

Cheng Ruixiong Kwan King Wah Lo Suet Lai

Notes:

1. A Form of Proxy is enclosed.

2. 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.

3. 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.

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NOTICE OF SPECIAL GENERAL MEETING

1. 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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, 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) at which the person named in the instrument proposes to vote.

2. 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.

3. 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.

4. 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.

5. Only those Shareholders registered in the register of members of the Company as of 5 August 2022 are entitled to attend or vote at the Special General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded when determining the rights of any person to attend or vote in the Special General Meeting. The register of members of the Company will be closed from 8 August 2022 to 11 August 2022, both days inclusive. In order to be entitled to attend and vote at the Special 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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 5 August 2022.

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