Cowell e Holdings Inc. — Proxy Solicitation & Information Statement 2015

Apr 27, 2015

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 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 Cowell e Holdings Inc., you should at once hand this circular, together with the enclosed 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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Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1415)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “AGM”) of Cowell e Holdings Inc. to be held at Strategic Public Relations Group Limited, Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on June 24, 2015 at 10:00 a.m. is set out on pages 11 to 14 of this circular. If you are not able to attend and/ or vote at the AGM, you are strongly urged to complete and return the form of proxy, a copy of which is enclosed, in accordance with the instructions printed thereon and return it to 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, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

April 28, 2015

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
APPENDIX I — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX II — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION. . . . . . . . . . . 9
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

— i —

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Strategic Public
	Relations Group Limited, Unit A, 29/F, Admiralty Centre I, 18 Harcourt
	Road, Hong Kong on June 24, 2015 at 10:00 a.m.
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Cowell e Holdings Inc. (高偉電子控股有限公司), a company
	incorporated in the Cayman Islands with limited liability, the Shares of
	which are listed on the Main Board of the Stock Exchange
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hahn & Co. Eye”	Hahn & Company Eye Holdings Co., Ltd.
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Issue Mandate	a general and unconditional mandate proposed to be granted to the
	Directors at the AGM to authorize them to allot, issue and otherwise deal
	with additional Shares up to a maximum of 20% of the aggregate nominal
	amount of the issued share capital of the Company as at the date of the
	AGM
“Latest Practicable Date”	April 24, 2015, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information in this circular
“Listing Date”	March 31, 2015, being the date on which dealing in the Shares first
	commenced on the Main Board of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Kwak”	Mr. Kwak Joung Hwan
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the
	Directors at the AGM to authorize them to repurchase up to a maximum
	of 10% of the aggregate nominal amount of the issued share capital of the
	Company as at the date of the AGM
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong), as amended or supplemented from time to time

— 1 —

DEFINITIONS

“Shares(s)” ordinary share(s) of US$0.004 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” subsidiary(ies) within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong, as amended or supplemented from time to time “US$” U.S. dollars, the lawful currency of the United States of America “%” per cent.

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LETTER FROM THE BOARD

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Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1415)

Executive Directors

Kwak Joung Hwan Kim Kab Cheol Seong Seokhoon

Registered Office

PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Non-executive Directors

Yoon Yeo Eul Lee Dong-Chun Kim Jae Min

Independent non-executive Directors

Okayama Masanori Kim Chan Su Song Si Young

Headquarter and Principal Place of Business in the PRC No.1 Songbai Road Huanan Industrial Zone Liaobu Town, Dongguan City Guangdong Province, PRC

Principal Place of Business in Hong Kong

Suite 3208-9 32/F Tower 6 The Gateway 9 Canton Road Tsimshatsui Kowloon, Hong Kong

April 28, 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you with information in relation to the resolutions to be proposed at the AGM for the grant of the Issue Mandate and the Repurchase Mandate, the re-election of retiring Directors; and to give you notice of the AGM.

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LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

• (a) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution at the AGM; and

• (b) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM,

and to authorize an extension of the limit of the Issue Mandate granted by adding to it an amount representing the aggregate nominal amount of Shares repurchased by the Company under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Issue Mandate

The Company had in issue 831,518,800 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution approving the Issue Mandate and in accordance with the terms therein, on the basis of 831,518,800 existing Shares in issue and assuming that such number of issued Shares remains the same at the date of passing the proposed resolution, the Company could under the Issue Mandate allot, issue and deal with up to 166,303,760 new Shares, representing 20% of the aggregate nominal amount of the total issued Shares at the date of passing of the resolution approving the Issue Mandate.

As at the Latest Practicable Date, the Directors have no immediate plans to issue any Shares under the Issue Mandate.

Details of the Issued Mandate are set out in Resolutions No. 4 and 6 respectively in the notice of the AGM.

Repurchase Mandate

Subject to the passing of the proposed resolution approving the Repurchase Mandate and in accordance with the terms therein, on the basis of 831,518,800 existing Shares in issue and assuming that such number of issued Shares remains the same at the date of passing the proposed resolution, the Company could under the Repurchase Mandate repurchase up to 83,151,880, representing 10% of the aggregate nominal amount of the issued Shares at the time of passing of the resolution approving the Repurchase Mandate.

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LETTER FROM THE BOARD

An explanatory statement as required under the Listing Rules to be sent to the Shareholders with respect to the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the relevant resolution.

As at the Latest Practicable Date, the Directors have no immediate plans to repurchase any Shares under the Repurchase Mandate.

Details of the Repurchase Mandate are set out in Resolution No. 5 in the notice of AGM.

3. RE-ELECTION OF DIRECTORS

Pursuant to Article 16.18 of the Articles of Association and the Corporate Governance Code set out in Appendix 14 to the Listing Rules, Mr. Yoon Yeo Eul, Mr. Lee Dong-Chun and Mr. Okayama Masanori shall retire from the office and, being eligible, offer themselves for re-election as Directors at the AGM.

The biographical details, interests in the Shares and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

A notice convening the AGM for the purpose of considering, inter alia, (i) the Issue Mandate; (ii) the Repurchase Mandate; and (iii) the re-election of the retiring Directors is set out on pages 9 to 10 of this circular.

If you are not able to attend and/or vote at the AGM, you are strongly urged to complete and return the form of proxy, a copy of which is enclosed, in accordance with the instructions printed thereon and return it to 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, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person

at the meeting should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company on the poll results of the AGM as soon as possible after the conclusion of the AGM.

5. 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.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Board is of the opinion that the proposed grant of the Issue Mandate and the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board Cowell e Holdings Inc. Kwak Joung Hwan Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the proposed resolutions in relation to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 831,518,800 Shares. Subject to the passing of Resolution No. 5 approving the Repurchase Mandate as set out in the notice of THE AGM and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 83,151,880 Shares, representing 10% of the aggregate nominal amount of the total issued Shares.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Company to purchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an increase of the net asset value of the Company and its assets and/or its earnings per Share and will only be made as and when the Directors believe such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position indicated in the audited consolidated financial statements contained in the annual report of the Company for the year ended December 31, 2014) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. The Directors, however, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

4. SHARE PRICE

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange since the Listing Date and up to the Latest Practicable Date were as follows:

2015	Highest (HK$)	Lowest (HK$)
March	4.25	3.83
April (up to the Latest Practicable Date)	5.97	3.54

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EXPLANATORY STATEMENT

APPENDIX I

5. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell Shares to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM and exercised. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell any of the Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the substantial Shareholders having interests in 10% or more of the issued share capital of the Company were:

		Approximate	% shareholding
		As at	If Repurchase
	Number of	the Latest	Mandate is
Name of Shareholder	Shares held	Practicable Date	exercised in full
Mr. Kwak	374,159,400	45.00%	50.00%
Hahn & Co. Eye	218,159,400	26.24%	29.15%

In the opinion of the Directors, such increase may give rise to an obligation for Mr. Kwak to make a mandatory offer under Rule 26 of the Takeover Code. However, the Company has no present intention to repurchase Shares to such extent as to result in any mandatory offer to be made by Mr. Kwak under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that may result in the public shareholding of less than 25% of the issued share capital of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not purchase any Share (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the information of Mr. Yoon Yeo Eul, Mr. Lee Dong-Chun and Mr. Okayama Masanori, all of whom will retire at the Annual General Meeting in accordance with the Articles and, being eligible, will offer themselves for re-election.

The details of the Directors who will retire from office at the AGM and, being eligible, would offer themselves for re-election at the AGM, are set out below:

The information of the retiring Directors

Mr. Yoon Yeo Eul , aged 59, is a non-executive Director. Mr. Yoon is currently the representative director of Hahn & Co. Eye and the chairman of Hahn & Company LLC (“ Hahn & Co. LLC ”), the general partner of Hahn & Company 1 Private Equity Fund (“ Hahn & Co. PEF ”), which is one of Korea’s largest private equity funds and is based in Seoul and holds 100% interests in Hahn & Co. Eye. At Hahn & Co. LLC, Mr. Yoon oversees the day-to-day operations of portfolio companies owned by Hahn & Co. PEF. Prior to joining Hahn & Co. LLC in August 2010, Mr. Yoon spent 21 years, from December 1989 to June 2010, at Sony Korea Corporation, which is a Korean based private company with businesses in the country across semiconductors, LCD panel displays, handset components, consumer electronics and broadcasting equipment. He held the positions of president and chief executive officer of Sony Korea Corporation, president of Sony Computer Entertainment Korea Inc. and chief executive officer of Sony Music Entertainment Korea Inc. during his tenure. Mr. Yoon is also the chairman of the boards of the following Korean based private companies: H-Line Shipping Co., Ltd., COAVIS Inc., N Search Marketing Corporation, Daehan Cement Co., Ltd., Hannam Cement Co., Ltd. and Woongjin Foods Co., Ltd. Mr. Yoon has also been a director of Cowell Hong Kong and Cowell China since September 2011 and November 2011, respectively. He is primarily responsible for overseeing the corporate development and strategic planning of the Group as a director without carrying out any day-to-day managerial functions. Mr. Yoon was later re-designated as a non-executive Director of the Company on April 14, 2014. Mr. Yoon obtained a bachelor’s degree in science from Sophia University in Japan in March 1983 and a master’s degree in business administration from Harvard Business School in June 1989.

As at the Latest Practicable Date, Mr. Yoon has no interest in the issued share capital of the Company within the meaning of Part XV of the SFO.

Mr. Yoon entered into a letter of appointment with the Company regarding his appointment as non-executive Director commencing on March 10, 2015 and ending three years from the Listing Date. According to the appointment letter of Mr. Yoon, he will not receive any remuneration from the Group as a Director.

Mr. Yoon did not hold any directorship in any listed companies during the past three years. Save for the information disclosed above, there is no information of Mr. Yoon which is discloseable pursuant to any of the requirements under Rules 13.51(2)(a) to (v) of the Listing Rules and there are no other matters concerning Mr. Yoon that need to be brought to the attention of the Shareholders.

Mr. Lee Dong-Chun , aged 50, is a non-executive Director. Mr. Lee is currently a director of Hahn & Co. Eye and a managing director of Hahn & Co. LLC, where he is responsible for the management and operations of companies acquired by Hahn & Co. PEF, with a focus on devising and implementing strategic change and operational improvements. Prior to joining Hahn & Co. LLC in March 2011, Mr. Lee spent over 16 years, from October 1994 to February 2011, at Sony Korea Corporation, where he was a vice president in the applications and devices marketing group in Korea. Mr. Lee also serves as a non-executive director on the boards of the following Korean based private companies: H-Line Shipping Co., Ltd., COAVIS Inc.,

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

N Search Marketing Corporation, Daehan Cement Co., Ltd. and Hannam Cement Co., Ltd. Mr. Lee has also been a director of Cowell Hong Kong since January 2013. He is primarily responsible for overseeing the corporate development and strategic planning of the Group as a director without carrying out any day-today managerial functions. Mr. Lee was later re-designated as a non-executive Director of the Company on April 14, 2014. Mr. Lee obtained a bachelor’s degree in engineering from Myongji University in Korea in February 1991.

As at the Latest Practicable Date, Mr. Lee has no interest in the issued share capital of the Company within the meaning of Part XV of the SFO.

Mr. Lee entered into a letter of appointment with the Company regarding his appointment as non-executive Director commencing on March 10, 2015 and ending three years from the Listing Date. According to the appointment letter of Mr. Lee, he will not receive any remuneration from the Group as a Director.

Mr. Lee did not hold any directorship in any listed companies during the past three years. Save for the information disclosed above, there is no information of Mr. Lee which is discloseable pursuant to any of the requirements under Rules 13.51(2)(a) to (v) of the Listing Rules and there are no other matters concerning Mr. Lee that need to be brought to the attention of the Shareholders.

Mr. Okayama Masanori , aged 62, is an independent non-executive Director. He has over 30 years’ experience in the consumer electronics industry. Mr. Okayama has held various positions at different entities under Sony Corporation, a company listed on the Tokyo Stock Exchange (stock code: 6758), between April 1971 and October 2012, including the deputy plant manager of Sony Computer Entertainment Inc. Fab1, the representative of the Nagasaki Technology Centre, and the president and representative director of Sony Semiconductor Kyushu Corporation. Mr. Okayama has also been an independent non-executive director of Cowell Hong Kong and the Company since April 2014. He is primarily responsible for supervising and providing independent judgment to the board of directors of the Company and Cowell Hong Kong. Mr. Okayama graduated from the department of electronics (evening division) of Shohoku College in Japan with an associate degree in March 1977.

As at the Latest Practicable Date, Mr. Okayama has no interest in the issued share capital of the Company within the meaning of Part XV of the SFO.

Mr. Okayama entered into a letter of appointment with the Company regarding his appointment as an independent non-executive Director commencing on April 14, 2014 and ending three years from the Listing Date. According to the appointment letter of Mr. Okayama, he is entitled to an annual director’s fee of US$50,000. His emolument will be reviewed and determined by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market situation. For the year ended December 31, 2014, remuneration paid to Mr. Okayama was US$35,685.

Save for the information disclosed above, Mr. Okayama did not hold any directorship in any listed companies during the past three years and there is no information of Mr. Okayama which is discloseable pursuant to any of the requirements under Rules 13.51(2)(a) to (v) of the Listing Rules. There are no other matters concerning Mr. Okayama that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1415)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Cowell e Holdings Inc. (the “ Company ”) will be held at Strategic Public Relations Group Limited, Unit A, 29/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on June 24, 2015 at 10:00 a.m. for considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Directors ”) and the auditor of the Company for the year ended December 31, 2014;

2. (a) To re-elect the following retiring Directors:

   • (i) Mr. Yoon Yeo Eul as a non-executive Director.

   • (ii) Mr. Lee Dong-Chun as a non-executive Director.

   • (iii) Mr. Okayama Masanori as an independent non-executive Director.

3. (b) To authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

4. To re-appoint Messrs. KPMG, Certified Public Accountants, as the auditor of the Company and to authorize the Board to fix their remuneration.

5. “ THAT :

6. (a) subject to paragraph (c) below, a general mandate be and is hereby unconditionally granted to Directors to exercise during the Relevant Period (as defined in paragraph (d) below) all the powers of the Company to allot, issue and deal with additional shares in the Company and to make or grant offers, agreements, options or warrants which would or might require the exercise of such powers;

7. (b) the mandate in paragraph (a) shall authorize the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal value of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the mandate in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) any option scheme or similar arrangement for the time being adopted by the Company for the purpose of granting or issuing shares or rights to acquire shares of the Company to the directors, employees, officers, agents, consultants or representatives of the Company and/or any of its subsidiaries; or (iii) any scrip dividend or similar arrangement pursuant to the Articles of Association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said mandate shall be limited accordingly; and

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or any applicable law to be held; and

• (iii) the date on which authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares or issue of options, warrants, or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or having regard to any restrictions or obligations under the laws of, or the requirements of or any recognized regulatory body or any stock exchange in, any territory outside Hong Kong.”

5. “ THAT :

• (a) a general mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (b) below) all the powers of the Company to repurchase or otherwise acquire shares of US$0.004 each in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate nominal amount of shares so repurchased or otherwise acquired shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or any applicable law to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT , conditional upon the passing of the Resolutions No. 4 and No. 5 of the notice of the AGM, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the Resolution No. 4 of the notice of the AGM be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors of the Company under the Resolution No. 4 above of the notice of the AGM, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

By order of the Board Kwak Joung Hwan Chairman

Hong Kong, April 28, 2015

Notes:

1. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, vote in his stead. A proxy need not to be a shareholder of the Company.

2. A form of proxy for use at the AGM (or at any adjournment thereof) is dispatched together with this notice of meeting. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be completed and lodged with 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, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude members from attending and voting at the AGM or any adjournment thereof, and in such event, the relevant form of proxy shall be deemed revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any Share, any one of such joint holders may attend and vote at the AGM, either in personal or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint registered holders are present at the AGM or any adjournment thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, June 22, 2015 to Wednesday, June 24, 2015, both days inclusive, during which period no transfers of shares of the Company will be registered. In order to qualify for attending and voting at the AGM, shareholders must complete and lodge all transfer documents accompanied by the relevant share certificates with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, June 19, 2015.

3. If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 8:00 a.m. at the date of the AGM, the AGM will be postponed. Shareholders are requested to visit the website of the Company at www.cowelleholdings.com for details of alternative meeting arrangements. The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the AGM under the bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

4. As at the date hereof, the Board comprises Mr. Kwak Joung Hwan, Mr. Kim Kab Cheol and Mr. Seong Seokhoon as executive Directors; Mr. Yoon Yeo Eul, Mr. Lee Dong-Chun and Mr. Kim Jae Min as non-executive Directors; and Mr. Okayama Masanori, Mr. Kim Chan Su and Dr. Song Si Young as independent non-executive Directors.

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