China Longevity Group Company Limited — Proxy Solicitation & Information Statement 2013

Apr 29, 2013

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 a licensed securities dealer, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Sijia Group Company Limited (the “ Company ”), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer 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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Sijia Group Company Limited 思嘉集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1863)

PROPOSED APPOINTMENT OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company (the “EGM”) to be held on 4/F, Swiss International Hotel Xiamen at 12 Lu Jiang Dao, Xiamen, Fujian, China on Thursday, 16 May 2013 at 2:00 p.m. is set out on pages 5 to 6 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

29 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “Appointment”

the appointment of ZHONGLEI as the auditors of the Group for the year ended 31 Decmeber 2012

• “Board”

• the board of Directors

• “Company” Sijia Group Company Limited (思嘉集團有限公司), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the main board of the Stock Exchange

• “Director(s)” director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Appointment

• “Group” the Company and its subsidiaries from time to time

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

• “Latest Practicable Date” 26 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

• “Observations” the inconsistencies observed by Ernst and Young during the performance of the pre-final audit of the Group for the year ended 31 December 2012

• “Removal”

• the removal of Ernst and Young as the auditors of the Group

• “Shareholder(s)” the holder(s) of share(s) of the Company

• “SHINEWING”

• SHINEWING (HK) CPA Limited

• “SHINEWING Appointment”

• the proposed appointment of SHINEWING as the new auditors of the Group, which was passed by the Shareholders in the extraordinary general meeting on 15 March 2013

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “ZHONGLEI” ZHONGLEI (HK) CPA Company Limited

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LETTER FROM THE BOARD

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Sijia Group Company Limited 思嘉集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1863)

Executive Directors Mr. Lin Shengxiong Mr. Zhang Hongwang Mr. Huang Wanneng

Independent Non-executive Directors Mr. Chong Chi Wah Mr. Cai Weican Mr. Wu Jianhua

Registered Office Codan Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong Unit F, 10th Floor China Overseas Building 139 Hennessy Road Wanchai, Hong Kong

29 April 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF AUDITORS

INTRODUCTION

Reference is made to the announcements of the Company dated 8 February 2013, 19 February 2013, respectively, together with the poll result announcement dated 15 March 2013, in relation to the Removal and the SHINEWING Appointment. Further reference is made to the announcement of the Company dated 25 April 2013 in relation to the Appointment.

PROPOSED APPOINTMENT OF ZHONGLEI AS AUDITORS

As at the Latest Practicable Date, SHINEWING is still going through its client acceptance procedures and cannot reach an agreed timetable with the Company for the annual audit. Further, the proposed audit fee of SHINEWING is not acceptable to the Company. In order to avoid further delay in the preparation and publication of the annual results announcement and the annual report of the Company for the year ended 31 December 2012, the Board will not appoint SHINEWING as the auditors of the Group.

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LETTER FROM THE BOARD

The Board proposes to appoint ZHONGLEI as the auditors of the Group for the year ended 31 December 2012. ZHONGLEI had informed the Board that before the completion of ZHONGLEI’s client acceptance procedures, including but not limited to the obtaining of satisfactory result of any pre-acceptance procedures which ZHONGLEI considers necessary in relation to the Observations, ZHONGLEI will not commence the audit of the Group’s consolidated financial statements for the year ended 31 December 2012. ZHONGLEI estimated that the pre-acceptance procedures would be completed in 21 days from 25 April 2013. The Board considered that ZHONGLEI offered more favourable terms in its fee to act as the new auditors of the Group as compared with SHINEWING and that ZHONGLEI has provided the Company with a more definite estimate time for the completion of its client acceptance procedures.

Matters to be brought to the attention of the Shareholders

To the best of the Directors’ knowledge, save as disclosed above, there are no circumstances in respect of the Appointment which should be brought to the attention of the Shareholders.

GENERAL

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has material interest in respect of the Appointment and required to abstain from voting in respect of the resolutions to approve the Appointment.

EGM

Set out on pages 5 to 6 of this circular is the notice to convene and hold the EGM on 4/F, Swiss International Hotel Xiamen at 12 Lu Jiang Dao, Xiamen, Fujian, China on Thursday, 16 May 2013 at 2:00 p.m..

It is proposed that at the EGM, ordinary resolution for the approval of the Appointment be put to the Shareholders for their consideration and voting at the EGM. Voting will be conducted by poll pursuant to the Listing Rules.

Each Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote at the EGM on his behalf.

The proxy form for use in connection with the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time appointed for holding of the meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors consider that the Appointment is fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to approve the Appointment.

Please note that the trading of shares of the Company has been suspended with effect from 9:34 a.m. on 14 February 2013 and will continue to be suspended until further notice.

Yours faithfully, By order of the Board Sijia Group Company Limited Lin Shengxiong Executive Director

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NOTICE OF THE EGM

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Sijia Group Company Limited 思嘉集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1863)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Sijia Group Company Limited (the “ Company ”) will be held on 4/F, Swiss International Hotel Xiamen at 12 Lu Jiang Dao, Xiamen, Fujian, China on Thursday, 16 May 2013 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT ZHONGLEI (HK) CPA Company Limited be and is hereby appointed as the auditors of the Company and its subsidiaries with immediate effect and to hold office until the conclusion of the forthcoming annual general meeting of the Company, and the board of directors of the Company be and is hereby authorised to fix their remuneration.”

Yours faithfully, By order of the Board Sijia Group Company Limited Lin Shengxiong Executive Director

Hong Kong, 29 April 2013

Notes:

1. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and, on poll, vote on his behalf. A proxy needs not be a Shareholder.

2. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish. In the event that you attend the EGM after having returned the completed form of proxy, your form of proxy will be deemed to have been revoked.

3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be deposited at the Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong Share Registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, at least 48 hours before the time appointed for holding the EGM or any adjournment thereof.

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NOTICE OF THE EGM

1. In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either in person or by proxy, the vote of that one of them so present, either in person or by proxy, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

2. Unless otherwise specified in herein, capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 29 April 2013.

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