EFT Solutions Holdings Limited — Proxy Solicitation & Information Statement 2017

Oct 24, 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 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 EFT Solutions Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

(1) GRANT OF OPTIONS TO A DIRECTOR UNDER THE SHARE OPTION SCHEME (2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 10 of this circular. A notice convening the extraordinary general meeting of the Company to be held at Workshops B1 & B3, 11/F, Yip Fung Industrial Building, 28-36 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong on 10 November 2017 at 10:30 a.m. or any adjournment thereof is set out on pages 13 to 14 of this circular. Whether or not you intend to attend the extraordinary general meeting of the Company, you are advised to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof. Completion and delivery of the proxy form will not preclude Shareholders from attending and voting in person at the meeting if they so wish.

25 October 2017

CONTENTS

	PAGE
CHARACTERISTICS OF GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – PARTICULARS OF THE DIRECTOR OPTIONS. . . . . . . . . . . . . . .	11
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

DEFINITIONS

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

• “associates”

has the meaning ascribed to it in the GEM Listing Rules

• “Articles of Association”

the articles of association of the Company as may be amended from time to time

“Board”

the board of directors of the Company

• “Company”

• EFT Solutions Holdings Limited（俊盟國際控股有限公 司）, an exempted company incorporated under the laws of the Cayman Islands with limited liability on 26 May 2016

• “Date of Adoption”

• 23 November 2016, being the date on which the Share Option Scheme was adopted by the Company

• “Date of Grant”

• 18 September 2017, being the date of the meeting of the Board granting the Director Options subject to Shareholders’ approval

• “Director(s)”

the director(s) of the Company

• “Director Options”

• the proposed grant of options to Mr. Chan, particulars of which are set out in Appendix I

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at 10:30 a.m. on 10 November 2017 at Workshops B1 & B3, 11/F, Yip Fung Industrial Building, 28-36 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong.

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong”

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

– 1 –

DEFINITIONS

• “Latest Practicable Date”

20 October 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Committee” the listing committee appointed by the Stock Exchange for considering applications for listing and the granting of listing of securities on the Stock Exchange

“Mr. Chan” Mr. Chan Lung Ming, vice chairman and executive Director of the Company

“Scheme Mandate Limit”

the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme of the Company, being 10% of the Company’s issued share capital as at the Date of Adoption of the Share Option Scheme, which may be renewed or refreshed pursuant to the rules of the Share Option Scheme but shall not exceed 30% of the shares in issue as at the date of approval of the proposed renewal/refreshment by the Shareholders

• “Share(s)” or “Ordinary Share” ordinary share(s) of HK$0.01 each in the capital of the Company

• “Shareholder(s)” holder(s) of the Shares

• “Share Option Scheme”

the share option scheme currently in force and adopted by the Company on 23 November 2016

• “substantial shareholder”

has the meaning ascribed to it in the GEM Listing Rules

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent.

– 2 –

LETTER FROM THE BOARD

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

Executive Directors: Mr. Lo Chun Kit Andrew Mr. Lo Chun Wa Mr. Chan Lung Ming

Non-executive Directors: Ms. Lam Ching Man Mr. Lui Hin Weng Samuel Independent non-executive Directors: Mr. Lam Keung Ms. Yang Eugenia Mr. Ng Ming Fai

Registered office: Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands Principal place of business in Hong Kong registered under Part 16 of the Hong Kong Companies Ordinance: Workshops B1 & B3 11/F, Yip Fung Industrial Building 28-36 Kwai Fung Crescent Kwai Chung, New Territories Hong Kong 25 October 2017

To the Shareholders

Dear Sir or Madam,

(1) GRANT OF OPTIONS TO A DIRECTOR UNDER THE SHARE OPTION SCHEME (2) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is (i) to provide you with information on the grant of the Director Options under the Share Option Scheme; (ii) to provide you with information in respect the refreshment of the Scheme Mandate Limit; and (iii) to give you notice of the EGM at which ordinary resolutions will be proposed to consider and, if thought fit, approve the grant of the Director Options under the Share Option Scheme and the refreshment of the Scheme Mandate Limit.

– 3 –

LETTER FROM THE BOARD

GRANT OF DIRECTOR OPTIONS

The Company announced on 18 September 2017 that it granted 43,200,000 share options to certain eligible participants of the Company under the Share Option Scheme. Among the share options granted, 24,000,000 options entitling Mr. Chan to subscribe for 24,000,000 Shares, representing approximately 5% of the Shares in issue as at the Latest Practicable Date were granted to Mr. Chan, subject to Shareholders approval. The exercise price for the Director Options is HK$0.320 per Share, which was determined on the Date of Grant.

Mr. Chan did not hold any Shares or options under the Share Option Scheme as at the Latest Practicable Date. No option has been granted to Mr. Chan within 12 months from the Date of Grant.

Pursuant to Rule 23.03(4) of the GEM Listing Rules, as the grant of Director Options to Mr. Chan, an executive Director of the Company, would result in the Shares issued and to be issued upon exercise of the Director Options granted and to be granted to him in the 12-month period up to and including the date of the grant representing in aggregate over 1% of the number of the total issued Shares of the Company, the grant of Director Options to Mr. Chan is therefore subject to approval by the Shareholders of the Company.

Pursuant to Rule 23.04(1) of the GEM Listing Rules and the provision of the Share Option Scheme, each grant of Options to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by the independent non-executive Directors (excluding the independent non-executive Director who is the Grantee of the Options). The grant of the Director Options to Mr. Chan has been approved by the independent non-executive Directors of the Company.

As the grant of the Options to Mr. Chan would result in the Shares issued and to be issued upon exercise of all Options to be granted to Mr. Chan in the 12-month period up to and including the date of grant (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares on the date of grant, in excess of HK$5,000,000, the grant of Options to Mr. Chan is conditional upon the approval by the Shareholders at the EGM in accordance with the Note to Rule 23.03(4) and Rule 23.04(1) of the GEM Listing Rules. The Board proposes to seek the approval of the Shareholders of the Company for the grant of the Options to Mr. Chan at the EGM to be convened.

Further details regarding the grant of the Director Options are set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

REASONS

Mr. Chan was appointed as a chief strategy officer of the Group with effect from 29 June 2017 and as the vice chairman and executive Director of the Group for an initial term of three years with effect from 1 September 2017 and shall continue thereafter unless and until terminated by either the Company or Mr. Chan giving to the other not less than three months’ notice in writing to determine the same. Mr. Chan is responsible for the overall strategic planning and formulation of corporate policies of the Group.

Mr. Chan plays vital roles in, and participates in, the negotiation and execution process of various potential investment projects for expansion of the Group’s business to Hong Kong and overseas markets.

Since his appointment as a chief strategy officer, Mr. Chan took part in the negotiations of two investment projects (the “ Projects ”), the details of which were disclosed in the announcements of the Company dated 11 September 2017 and 25 September 2017. Mr. Chan advised the Company on the investment structure of the Projects and monitored the relevant due diligence and other internal control procedures. Mr. Chan will continue to participate in the negotiation and execution process in the future projects of the Group.

Given Mr. Chan’s respective expertise and management skills, his continued contribution to the Group will be of critical importance to the development and growth of the Group.

Mr. Chan was a director of China Oil Gangran Energy Group Holdings Limited (Stock code: 8132) from 30 August 2013 to 6 December 2016. He was first an independent non-executive director, then re-designated as a non-executive director and further re-designated as an executive director of China Oil Gangran Energy Group Holdings Limited. Mr. Chan, obtained a Master of Science in Professional Accounting and Corporate Governance from City University of Hong Kong in 2014, a Master of Laws from Renmin University of China in 2007, a Master of Laws in International Economic Law from City University of Hong Kong in 2006, a Bachelor of Laws degree (Hons) from University of London in 2004 and a Bachelor of Business Administration degree from The Open University of Hong Kong in 2000. He became an associate member of Hong Kong Institute of Chartered Secretaries and an associate member of Institute of Chartered Secretaries and Administrators in 2014, and a certified fraud examiner of Association of Certified Fraud Examiners in 2013. Mr. Chan is a responsible officer under the Securities and Futures Commission possessing a licence for type 6 (advising on corporate finance) regulated activities. He has several years of experience in the areas of corporate finance, regulatory and compliance. Mr. Chan is currently a director of investment banking at a corporation licensed to engage in type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). With his professional background and experience, Mr. Chan has extensive experience in investment, mergers and

– 5 –

LETTER FROM THE BOARD

acquisitions, corporate management and internal control. He also has established networks which may introduce potential projects for the Group’s future expansion and bring synergy to the Group to facilitate the Group’s development and growth.

Since the appointment of Mr. Chan as chief strategy officer of the Group with effect from 29 June 2017 and as the vice chairman and executive Director of the Group, Mr. Chan has not received any fixed salary from the Group. Mr. Chan has agreed that his remuneration package for his current term will consist of the Director Options only. 40% of the Director Options shall become exercisable by Mr. Chan immediately upon approval of the grant by the Shareholders of the Company; 30% of the Director Options shall become exercisable on or after completion of one year of service by Mr. Chan on 1 September 2018 and the remaining Director Options shall become exercisable on or after completion of two years of service by Mr. Chan on 1 September 2019. The Directors and Mr. Chan determined the grant of 5% Director Options and agreed the same in lieu of fixed salary after arm’s length negotiations between the parties having considered (i) the recent examples of listed companies on the Stock Exchange granting share options to its directors; and (ii) the grant of Director Options incentivises Mr. Chan without imposing substantial financial burden on the Group. In determining the grant of the Director Options, the Directors considered the fact that Mr. Chan would not receive a fixed salary during his initial term with the Company, whereas market practice for director remuneration includes among others fixed salaries and share options. The Directors also took into consideration the length of Mr. Chan’s service with the Group. The Directors therefore agreed on 5% Director Options to be granted to Mr. Chan.

The Directors (including members of the remuneration committee) are of the view that the vesting conditions of the Director Options are an appropriate way to incentivise and ensure the continuing commitment and contribution by Mr. Chan who has substantial professional knowledge and experience to contribute to the growth of the Company and the development of the Group.

The Board has considered other means to reward and incentivise Mr. Chan, such as lump sum cash bonuses, remuneration increment or share award scheme. However, after careful consideration of the costs to be incurred by these alternatives and the potential benefits to be brought to the Group, the Directors are of the view that granting the Director Options to Mr. Chan would be the most appropriate means given that, as compared with the other alternatives, the grant of the Director Options enables the Group to conserve its cash resources while serving the purposes to reward and directly incentivise Mr. Chan. The Directors (including members of the remuneration committee) are of the view that the grant of the Director Options would be the most appropriate means to directly incentivise Mr. Chan given that his remuneration will be tied to the overall performance and growth of the Group’s profitability, and any positive impact on share price performance. Further, assuming the Director Options are fully exercised, it will raise an additional general working capital of approximately HK$7.68 million for the Group.

– 6 –

LETTER FROM THE BOARD

According to the remuneration policy of the Company, the remuneration packages for executive Directors comprise fixed salary plus discretionary bonuses as determined by the Board. In addition, they are eligible to participate in the Share Option Scheme which is designated to provide additional incentives and rewards to eligible participants for their contribution to the development and growth of the Group. The grant of share options as incentives or reward for performance is a common practice among listed companies in Hong Kong. As Mr. Chan’s remuneration package does not consist of any fixed salary, the Remuneration Committee is of the view that the grant of relatively more options under the Share Option Scheme in lieu of fixed cash remuneration is in line with the Group’s remuneration policy and market practice. Approval from the Shareholders will be sought at the EGM for the grant of the Director Options.

The Board has considered it is not necessary to appoint an independent financial adviser to advise the Board and the Shareholders in respect of the grant of the Director Options given that the Director Options has been approved by all independent non-executive directors present. Having taken into account the potential dilution impact on the minority interest of the Company when considering the grant and the above points, the Directors (including members of the remuneration committee) are of the opinion that the grant of the Director Options, is in line with the Group’s remuneration policy and the market practice, is fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board also consider that grant of the Director Options could ensure a firm bond between Mr. Chan and the Company, which will ultimately benefit the Company.

REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 23 November 2016 for the primary purpose of providing incentives to Directors and eligible participants, and will remain in force until 22 November 2026.

Under the Share Option Scheme, the Board may grant options to Directors (including nonexecutive Directors and independent non-executive Directors) and eligible participants to subscribe for Shares. The existing Scheme Mandate Limit is 48,000,000 Shares, representing 10% of the Shares in issue as at the Adoption Date. The 10% limit has not been previously refreshed since the Date of Adoption. Since the Date of Adoption, and as at the Latest Practicable Date, a total of 43,200,000 options were granted of which 19,200,000 remain outstanding and 24,000,000 options are further subject to shareholders approval at the EGM. Accordingly, the Company is permitted to grant further options to subscribe for 4,800,000 Shares under the existing Scheme Mandate Limit, being 1% of the issued share capital of the Company as at the Latest Practicable Date.

– 7 –

LETTER FROM THE BOARD

If the Scheme Mandate Limit is renewed, on the basis of 480,000,000 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the EGM, the Company will be allowed to grant options to subscribe for up to 48,000,000 Shares, which do not include the Director Options, the options that are outstanding, cancelled or have lapsed as at the EGM.

The maximum limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme must not exceed such number of Shares as shall represent 30% of the Shares in issue from time to time. No options under the Share Option Scheme may be granted if such grant will result in this 30% limit being exceeded.

The purpose of the Share Option Scheme is to provide incentive and reward the Directors, employees, consultants, suppliers, customers, agents of the Company and its subsidiaries and other persons who will or have contributed to the Company and its subsidiaries for the long-term interests of the Company and to align their interests with those of the Shareholders. In order to achieve the purpose of the Share Option Scheme for the benefits of the Company and the Shareholders, the Board proposes to refresh the Scheme Mandate Limit. The Board considers that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as it provides more flexibility for the Company to provide incentive to encourage the participants to perform their best in achieving the goals of the Company and allow the participants to enjoy the results of the Company attained through their efforts and contributions.

The refreshment of the Scheme Mandate Limit is conditional on:

• (i) the Shareholders passing an ordinary resolution by way of poll pursuant to the GEM Listing Rules to approve the refreshment of the Scheme Mandate Limit at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, any new Shares (representing a maximum of 10% of the Shares in issue as at the date of approval of the resolution at the EGM) which may fall to be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in any Shares to be issued upon exercise of the options to be granted under the refreshed Scheme Mandate Limit.

– 8 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Tuesday, 7 November 2017 to Friday, 10 November 2017, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong, not later than 4:30 p.m. on Monday, 6 November 2017.

EXTRAORDINARY GENERAL MEETING

The EGM Notice is set out on pages 13 to 14 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to be present and vote at the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, 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. The completion and return of a form of proxy will not preclude you from attending and voting at the EGM in person should you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. Pursuant to Article 72 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided by poll save that the chairman may, pursuant to the GEM Listing Rules, allow a resolution to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of EGM will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all his/her/its votes in the same way.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has material interest in the resolutions to be considered at the EGM and no Shareholder is required to abstain from voting of the resolutions. Further, none of Mr. Chan and his associates holds any share of the Company.

– 9 –

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 GEM 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.

RECOMMENDATION

The Directors consider that the proposed resolutions in respect of (i) grant of the Director Options and (ii) the refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders and accordingly recommend you to vote in favour of such resolutions at the EGM.

Yours faithfully,

By order of the Board

EFT Solutions Holdings Limited Lo Chun Kit Andrew

Chairman and Chief Executive Officer

– 10 –

PARTICULARS OF THE DIRECTOR OPTIONS

APPENDIX I

This Appendix provides information as required by the GEM Listing Rules to be provided to Shareholders for their consideration as to whether to vote for or against the resolution to be proposed at the EGM in relation to the grant of the Director Options, would exceed 1% of all the Shares in issue.

PARTICIPANT AND NUMBER OF OPTIONS TO BE GRANTED

The total number of Shares to be issued upon the exercise of the Director Options and the percentage of total issued share capital of the Company, calculated based on the number of Shares in issue on the Latest Practicable Date, would be as follows:

		No. of Shares
		to be issued	Percentage of
		upon exercise of	total no. of
Name of Grantee	Capacity	the Director Options	Shares in issue
Mr. Chan	Vice chairman and executive Director	24,000,000	5.00%

Pursuant to the shareholders resolution at the annual general meeting of the Company on 23 November 2016, the Share Option Scheme was adopted and the Scheme Mandate Limit was 48,000,000 Shares.

As at the Latest Practicable Date, 43,200,000 options (including the Director Options which are subject to Shareholder approval) have been granted since adoption of the Share Option Scheme.

The shareholding structures of the Company before and after full exercise of the Director Options are summarised as follows (calculated based on the number of Shares in issue on the Latest Practicable Date):

	As at the Latest		Assuming full exercise of	Assuming full exercise of
	Practicable Date		the Director Options
	No. of shares	%	No. of shares	%
Mr. Chan	0	0.00	24,000,000	4.76
LCK Group Limited	360,000,000	75.00	360,000,000	71.43
Public Shareholders	120,000,000	25.00	120,000,000	23.81
Total	480,000,000	100.00	504,000,000	100.00

– 11 –

PARTICULARS OF THE DIRECTOR OPTIONS

APPENDIX I

TERMS OF THE DIRECTOR OPTIONS

The terms of the Director Options shall follow the terms of the Share Option Scheme. HK$1 is payable by Mr. Chan to the Company on acceptance of the Director Options offer.

There is no performance target that must be achieved before the Director Options can be exercised. The Director Options shall remain valid for a period of 10 years from the Date of Grant. 40% of the Director Options shall become exercisable immediately upon approval by the Shareholders of the Company; 30% of the Director Options shall become exercisable on or after completion of one year of service on 1 September 2018 and the remaining Director Options shall become exercisable on or after completion of two years of service on 1 September 2019.

The subscription price for Shares upon exercise of the Director Options is HK$0.320 per Share (the “ Exercise Price ”), which was determined on the Date of Grant. The Exercise Price is higher than (i) the closing price of HK$$0.320 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the Date of Grant; (ii) the average closing price of HK$0.2744 per Share as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the Date of Grant; and (iii) HK$0.01, the nominal value of each Share.

The Shares to be allotted and issued upon exercise of the Director Options will be subject to all the provisions of the Articles of Association of the Company for the time being in force and will rank pari passu with the fully paid Shares in issue. The Director Options themselves shall not entitle Mr. Chan to any voting rights, or rights to participate in any dividends or other distributions.

– 12 –

NOTICE OF EGM

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of EFT Solutions Holdings Limited (the “ Company ”) will be held at Workshops B1 & B3, 11/F, Yip Fung Industrial Building, 28-36 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong on 10 November 2017 at 10:30 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the followings resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the grant of options to Mr. Chan Lung Ming pursuant to the share option scheme of the Company adopted on 23 November 2016 as set out in the Company’s circular dated 25 October 2017, be and is hereby approved and the directors of the Company (the “ Directors ”) be and are hereby authorized to issue and allot shares pursuant to the exercise of such options and to do such things and acts as may be necessary or expedient in the opinion of the Directors in order to give full effect to such grant of options.”

2. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Shares to be issued upon the exercise of options which may be granted under the Company’s share option scheme adopted by the Company on 23 November 2016 (the “ Share Option Scheme ”), the existing scheme mandate limit in respect of the granting of options to subscribe for Shares under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercises of the options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10 per cent (10%) of the number of Shares in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the Directors be and are hereby authorized, subject to compliance with the GEM Listing Rules and the terms of the Share Option Scheme, to grant options under the Share Option Scheme up to the

– 13 –

NOTICE OF EGM

Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such options and to do such acts and execute such documents for or incidental to such purpose.”

By order of the Board EFT Solutions Holdings Limited Lo Chun Kit Andrew Chairman and Chief Executive Officer

Hong Kong, 25 October, 2017

Notes:

1. A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

4. The transfer books and register of members will be closed from Tuesday, 7 November 2017 to Friday, 10 November 2017, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong, not later than 4:30p.m. on Monday, 6 November 2017.

5. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

6. As at the date of this notice, the Board comprises executive Directors Mr. Lo Chun Kit Andrew, Mr. Lo Chun Wa and Mr. Chan Lung Ming; non-executive Directors Ms. Lam Ching Man and Mr. Lui Hin Weng Samuel; and independent non-executive Directors Mr. Lam Keung, Ms. Yang Eugenia and Mr. Ng Ming Fai.

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