China First Capital Group Limited — Proxy Solicitation & Information Statement 2017

Feb 9, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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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CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

PROPOSED SUBDIVISION OF SHARES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A letter from the Board is set out on pages 3 to 6 in this circular.

A notice convening the EGM to be held at 10:30 a.m. on Monday, 27 February 2017 at Units 4501–02 & 12–13, 45/F., The Center, 99 Queen’s Road Central, Hong Kong is set out on pages EGM-1 to EGM-2 in this circular.

A form of proxy for use at the EGM is enclosed.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

10 February 2017

CONTENTS

	Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision and the associated trading arrangements is set out below:

Events	2017(1)(2)
Latest time for lodgment of form of proxy for the EGM . . . . . . . . .	. . . 10:30 a.m. on Saturday,
	25 February
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday,
	27 February
Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . .	. . . . . Monday, 27 February
**The following events are conditional on the fulfillment **	of the conditions for the
implementation of the Share Subdivision as set out in the section headed “Letter from the
Board — Conditions of the Share Subdivision” of this circular.
Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 February
First day of free exchange of existing share certificates for
new share certificates for the Subdivided Shares . . . . . . . . . . . . . . . . . Tuesday, 28 February
Dealing in the Subdivided Shares commences . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
	28 February
Original counter for trading in the Shares in board lots of
2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
	28 February
Temporary counter for trading in the Subdivided Shares in
board lots of 10,000 Subdivided Shares (in the form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
	28 February
Original counter for trading in the Subdivided Shares in
board lots of 2,000 Subdivided Shares (in the form of
new share certificates for the Subdivided Shares) re-opens . . . . . . . . . 9:00 a.m. on Tuesday,
	14 March
Parallel trading in the Subdivided Shares (in the form of
new share certificates and existing share certificates) commences	. . . . 9:00 a.m. on Tuesday,
	14 March
Designated broker starts to stand in the market to
provide matching services for the sale and purchase of
odd lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
	14 March

– i –

EXPECTED TIMETABLE

Events (Cont’d)

2017[(1)(2)]

• Temporary counter for trading in the Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 3 April

• Parallel trading in the Subdivided Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . 4:00 p.m. on Monday, 3 April

• Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 3 April

• Last day of free exchange of existing share certificates for new share certificates for the Subdivided Shares . . . . . . . . . . . . . . . . . . . . Monday, 10 April

Notes:

• (1) All dates and times set out in the expected timetable refer to Hong Kong local dates and times.

• (2) Dates or deadlines specified in the expected timetable are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders by way of announcement(s) on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.cfcg.com.hk as and when appropriate and in accordance with the Listing Rules.

– ii –

DEFINITIONS

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

“Board” the board of Directors “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Company” China First Capital Group Limited, a company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed on the Stock Exchange

• “Directors” the directors (including the independent non-executive directors) of the Company

• “EGM” the extraordinary general meeting of the Company to be held at 10:30 a.m. on Monday, 27 February 2017 at Units 4501–02 & 12–13, 45/F., The Center, 99 Queen’s Road Central, Hong Kong for the purpose of considering and, if thought fit, approving the Share Subdivision

• “GEM” the Growth Enterprise Market of the Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 7 February 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Main Board” the stock market operated by the Stock Exchange prior to the establishment of GEM (excluding the options markets) which stock market continues to be operated by the Stock Exchange in parallel with GEM. For the avoidance of doubt, the Main Board excludes GEM

• “PRC” the People’s Republic of China which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

– 1 –

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.10 each in the issued and unissued share capital of the Company prior to the Share Subdivision taking effect “Share Subdivision” the proposed subdivision of each Share into five (5) Subdivided Shares “Shareholder(s)” holder(s) of Shares or Subdivided Shares, as the case may be “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subdivided Share(s)” subdivided ordinary share(s) of HK$0.02 each in the issued and unissued share capital of the Company upon the Share Subdivision taking effect

– 2 –

LETTER FROM THE BOARD

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CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

Executive Directors: Mr. Wilson Sea (Chairman) Mr. Zhao Zhijun (Chief Executive Officer) Mr. Tang Mingyang Mr. Yan Haiting Ms. Li Dan

Non-executive Director: Mr. Li Hua Independent non-executive Directors: Mr. Chu Kin Wang, Peleus Mr. Li Zhiqiang Mr. Chen Gang

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Units 4501–02 & 12–13, 45/F. The Center 99 Queen’s Road Central Hong Kong

10 February 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED SUBDIVISION OF SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 27 January 2017 relating to the proposed Share Subdivision. The purpose of this circular is to provide you with further information in respect of the proposed Share Subdivision and the notice of the EGM.

PROPOSED SUBDIVISION OF SHARES

The Board proposes that each of the existing issued and unissued shares of HK$0.10 each in the share capital of the Company be subdivided into five (5) shares of HK$0.02 each.

– 3 –

LETTER FROM THE BOARD

The Share Subdivision is subject the fulfillment of the conditions set out in the section headed “Letter from the Board — Conditions of the Share Subdivision” of this circular. The Shares are currently traded on the Main Board in board lots of 2,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded on the Main Board in board lots of 2,000 Subdivided Shares.

SHAREHOLDING STRUCTURE

As at the Latest Practicable Date, the authorised share capital of the Company was HK$1,000,000,000 divided into 10,000,000,000 Shares, of which 896,250,000 Shares were in issue and fully paid. Assuming that no further Shares are issued prior to the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 50,000,000,000 Subdivided Shares, of which 4,481,250,000 Subdivided Shares will be in issue and fully paid immediately upon the Share Subdivision becoming effective. All Subdivided Shares will rank pari passu in all respects with the Shares in issue prior to the Share Subdivision and the rights attaching to the Subdivided Shares will not be affected by the Share Subdivision.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (a) the passing of an ordinary resolution to approve the Share Subdivision by the Shareholders at the EGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares.

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided 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 Subdivided Shares on the Stock Exchange or such other date as may be 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Subdivided Shares, the Company has appointed Goldin Equities Limited to stand in the market to match the sale and purchase of odd lots of the Subdivided Shares at the relevant market price per Subdivided Share for the period from 14 March 2017 to 3 April 2017 (both dates inclusive). Holders of odd lots of the Subdivided Shares who wish to take advantage of this facility either to dispose of their odd lots of the Subdivided Shares or to top-up to a full board lot may contact Mr. Paul Leung of Goldin Equities Limited at

– 4 –

LETTER FROM THE BOARD

Suites 2202–2209, 22/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong (telephone no. (852) 3960 7886 or (852) 3960 7620) as soon as possible between 9:00 a.m. to 5:00 p.m. on any business day from 14 March 2017 to 3 April 2017 (both dates inclusive). Holders of odd lots of the Subdivided Shares should note that the matching of the sale and purchase of odd lots of the Subdivided Shares is not guaranteed.

EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Subdivision becoming effective, Shareholders may submit their existing share certificates to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for new share certificates free of charge between 9:00 a.m. and 4:30 p.m. on any business day from 28 February 2017 to 10 April 2017 (both dates inclusive). It is expected that new share certificates will be available for collection within 10 business days after the submission of existing share certificates to Tricor Investor Services Limited for exchange.

From 11 April 2017 onwards, exchange of existing share certificates for new share certificates can only be made at a cost of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each existing share certificate cancelled or each new share certificate issued, whichever number of share certificates involved is higher.

The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on 3 April 2017 and thereafter will not be accepted for delivery, trading and settlement purposes. However, all existing share certificates will continue to be good evidence of legal title to such equivalent number of the Subdivided Shares. New share certificates will be issued in blue colour in order to distinguish them from existing share certificates which are in gold colour.

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

The expected timetable for the implementation of the Share Subdivision and the associated trading arrangements is set out in the section headed “Expected Timetable” of this circular.

REASONS FOR THE SHARE SUBDIVISION

The Share Subdivision is intended to improve the liquidity in the trading of the shares of the Company and widen the Company’s shareholder base. Following the Share Subdivision taking effect, the number of shares of the Company in issue will increase. It is expected that trading price of the Subdivided Shares on the Stock Exchange will adjust downwards and the liquidity of the Subdivided Shares will enhance.

Other than the expenses to be incurred in relation to the Share Subdivision, including professional fees and printing charges, the implementation of the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the shareholdings, rights and interests of the Shareholders.

– 5 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at 10:30 a.m. on Monday, 27 February 2017 at Units 4501–02 & 12–13, 45/F., The Center, 99 Queen’s Road Central, Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. No Shareholders will be required to abstain from voting at the EGM.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors consider that the Share Subdivision is in the interests of the Company and the Shareholders as a whole and therefore recommend you to vote in favour of the resolution to approve the Share Subdivision to be proposed at the EGM.

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.

By Order of the Board China First Capital Group Limited Wilson Sea

Chairman and Executive Director

– 6 –

NOTICE OF EGM

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CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of China First Capital Group Limited (the “ Company ”) will be held at 10:30 a.m. on Monday, 27 February 2017 at Units 4501–02 & 12–13, 45/F., The Center, 99 Queen’s Road Central, Hong Kong for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT

• (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the existing issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into five (5) shares of HK$0.02 each (the “ Subdivided Shares ”) with effect from the business day immediately following the day on which this resolution is passed (the “ Share Subdivision ”); and

• (b) any director of the Company be and is hereby authorised for and on behalf of the Company to issue new share certificates in respect of the Subdivided Shares to holders of existing shares of the Company and to do all such things and execute all such documents as he/she shall in his/her absolute discretion deem necessary and expedient in connection with or incidental to the Share Subdivision.”

By Order of the Board China First Capital Group Limited Wilson Sea

Chairman and Executive Director

Hong Kong, 10 February 2017

Notes:

(1) Any shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more shares of the Company (“ Shares ”) may appoint more than one proxy to attend on the same occasion. A proxy need not be a Shareholder.

– EGM-1 –

NOTICE OF EGM

• (2) In order to be valid, a form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

• (3) Delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting convened and in such event, the form of proxy shall be deemed to be revoked.

• (4) In the case of joint registered holders of any Share, any one of such joint registered holders may vote at the Meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

• (5) As at the date of this notice, the Company’s executive directors are Mr. Wilson Sea, Mr. Zhao Zhijun, Mr. Tang Mingyang, Mr. Yan Haiting and Ms. Li Dan; the Company’s non-executive director is Mr. Li Hua; and the Company’s independent non-executive directors are Mr. Chu Kin Wang, Peleus, Mr. Li Zhiqiang and Mr. Chen Gang.

– EGM-2 –