ETS Group Limited — AGM Information 2017

Mar 28, 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in ETS Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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.

ETS GROUP LIMITED 易通訊集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8031)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the AGM of the Company to be held at 7th Floor, China Paint Building, 1163 Canton Road, Mongkok, Kowloon, Hong Kong on 4 May 2017 (Thursday) at 10:00 a.m. is set out on pages 15 to 19 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar and transfer office in Hong Kong, 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 the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at www.etsgroup.com.hk.

Hong Kong, 28 March 2017

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 higher market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Grant of Issue Mandate, Repurchase Mandate and Extension Mandate .	4
Proposed Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – PARTICULARS OF THE RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION AT THE AGM. . . . . . . . .	10
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– ii –

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be convened and held at 7th Floor, China Paint Building, 1163 Canton Road, Mongkok, Kowloon, Hong Kong on 4 May 2017 (Thursday) at 10:00 a.m., a notice of which is set out on pages 15 to 19 of this circular

• “Articles of Association” the articles of association of the Company

• “Board” the board of Directors of the Company

• “close associates” has the meaning ascribed thereto under the GEM Listing Rules

• “Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company” ETS Group Limited, a company incorporated under the laws of the Cayman Islands with limited liability with its issued Shares listed on GEM

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

• “Extension Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate during the relevant period

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM, as amended, modified or otherwise supplemented from time to time

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

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors during the relevant period to exercise the power of the Company to allot, issue or otherwise deal with Shares with the aggregate number not exceeding 20% of the number of the shares of the Company in issue as at the date of passing the relevant resolution at the AGM

• “Latest Practicable Date” 22 March 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them during the relevant period to repurchase Shares with the aggregate number not exceeding 10% of the number of the shares of the Company in issue as at the date of passing the relevant resolution at the AGM

• “Retiring Directors” the Directors who shall retire at the AGM and, being eligible, offer themselves for re-election at the AGM in accordance with the Articles of Association

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

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

• “Shareholder(s)” holder(s) of the issued Share(s)

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

• “Takeovers Code”

• The Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

• “%” per cent

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LETTER FROM THE BOARD

ETS GROUP LIMITED 易通訊集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8031)

Executive Directors:

Tang Yiu Sing (Chief Executive Officer) Yeung Ka Wing

Non-executive Director

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Tang Shing Bor (Chairman)

Independent Non-executive Directors:

Wong Sik Kei Cheung Kong Ting Wong Kam Tai

Head office and principal place of business in Hong Kong: 4th Floor China Paint Building 1163 Canton Road Mongkok Kowloon Hong Kong 28 March 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

Introduction

The Company will propose resolutions at the AGM to, inter alia, (a) grant to the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors by the ordinary resolutions passed by the Shareholders at the annual general meeting of the Company held on 4 May 2016; and (b) re-elect the Retiring Directors.

The purpose of this circular is to provide you with information on the resolutions to be proposed at the AGM for granting the general mandates to Directors to allot, issue, deal with and repurchase Shares and the re-election of Retiring Directors, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, approve such matters.

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LETTER FROM THE BOARD

Proposed Grant of Issue Mandate, Repurchase Mandate and Extension Mandate

Pursuant to the ordinary resolutions passed by the Shareholders at the annual general meeting held on 4 May 2016, the Directors were granted (a) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant ordinary resolution; (b) a general and unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:-

• (a) to grant the Issue Mandate to the Directors during the relevant period to exercise the powers of the Company to allot, issue and otherwise deal with the Shares with the aggregate number not exceeding 20% of the number of the shares of the Company in issue on the date of passing of such resolution;

• (b) to grant the Repurchase Mandate to the Directors to enable them during the relevant period to repurchase the Shares with the aggregate number not exceeding 10% of the number of the shares of the Company in issue on the date of passing of such resolution; and

• (c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate during the relevant period.

The full text of above resolutions are set out in resolutions numbered 5 to 7 as set out in the notice of the AGM contained in pages 15 to 19 of this circular.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the mandate given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the GEM Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

Proposed Re-election of the Retiring Directors

References are made to the announcements of the Company dated 30 June 2016 and 12 January 2017 in relation to the appointment of each of Mr. Cheung Kong Ting and Mr. Wong Kam Tai respectively as independent non-executive Directors.

To comply with Article 83(3) of the Articles of Association, Mr. Cheung Kong Ting and Mr. Wong Kam Tai shall hold office until, and retire from office, at the AGM; and being eligible, offer themselves for re-election at the AGM.

Besides, in accordance with Article 84(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation. And, according to the Corporate Governance Code under Appendix 15 to the GEM Listing Rules, every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

In accordance with Article 84(2), any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining, which particular Director or the number of Directors who are to retire by rotation.

To comply with Article 84(1) of the Articles of Association, Mr. Wong Sik Kei and Mr. Yeung Ka Wing shall retire from office at the AGM and, being eligible, offers themselves for re-election at the AGM.

Particulars of each of the Retiring Directors proposed to be re-elected at the AGM which are required to be disclosed by the GEM Listing Rules are set out in Appendix II to this circular.

AGM

A notice of the AGM is set out on pages 15 to 19 of this circular.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, 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 the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Voting by Poll

According to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at general meeting of the Company 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

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LETTER FROM THE BOARD

matter to be voted on by a show of hand. Therefore, all proposed resolutions put to the vote at the AGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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 misleading.

Recommendation

The Directors consider that the proposed resolutions set out in the notice of the AGM including (a) the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (b) the re-election of the Retiring Directors, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, together with their close associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

General

Your attention is drawn to the additional information set out in the appendices to this circular.

Miscellaneous

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

Yours faithfully, By order of the Board Tang Yiu Sing

Executive Director and Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide the requisite information to Shareholders to make an informed decision on whether to vote for or against the resolution to approve the Repurchase Mandate.

GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 280,000,000 Shares in issue.

The Repurchase Mandate will enable the Directors during the relevant period to repurchase the Shares up to a maximum of 10% of the shares of the Company in issue on the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 28,000,000 Shares.

The Repurchase Mandate, unless revoked or varied by way of an ordinary resolution of the Shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which is expected to be convened on or before 30 June 2018.

FUNDING OF REPURCHASE

Repurchases must be funded out of funds legally available for the purpose in accordance with the Company’s memorandum of association, the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No core connected person (as defined in the GEM Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING

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

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not presently aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, the following Shareholder was interested in more than 10% of the issued shares of the Company:

			Approximate
		Percentage of	percentage of
		existing	shareholdings of
	Number of Shares held	shareholdings as at the	the Repurchase
	as at the Latest	Latest Practicable	Mandate is
Name of Shareholder	Practicable Date	Date	exercised in full
Million Top Enterprises	210,000,000	75%	83.33%
Limited (Note)

Note: Million Top Enterprises Limited was wholly and beneficially owned by Mr. Tang Shing Bor, the non-executive Director.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) within twelve months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months, and up to the Latest Practicable Date were as follows:

	**Share **	prices
	Highest	Lowest
	HK$	HK$
2016
March	1.09	0.87
April	1.10	0.96
May	1.10	0.92
June	1.19	0.97
July	1.16	0.98
August	1.10	0.98
September	1.35	1.02
October	1.40	1.22
November	1.64	1.30
December	1.68	1.43
2017
January	1.60	1.35
February	1.68	1.40
March (up to the Latest Practicable Date)	1.53	1.53

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PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

APPENDIX II

The particulars of Directors who are subject to re-election at the AGM and which are required to be disclosed under the GEM Listing Rules are set out below:

Mr. Yeung Ka Wing

Mr. Yeung Ka Wing (“Mr. Yeung”), aged 45, is an executive Director, the authorised representative, the compliance officer, and a member of each of the nomination committee and the risk management and internal control committee of the Company. Mr. Yeung was appointed as an executive Director and director of the relevant members of the Group with effect from 29 July 2015.

He has over 20 years of experience in accounting, auditing, and corporate restructuring. He is the chief financial officer of Stan Group. Prior to joining Stan Group, Mr. Yeung was the managing director of FTI Consulting, a consulting company specialised in, among other things, corporate restructuring, receivership and forensic accounting.

Mr. Yeung was an executive director of Creative Energy Solutions Holdings Limited (stock code: 8109) (“Creative Energy”), a company incorporated in Bermuda with limited liability and listed on GEM, for the period from 30 January 2010 to 29 July 2010. During the term of Mr. Yeung’s office as its executive director, the group of Creative Energy was principally engaged in the provision of energy saving services and sales of energy saving products. On the petition by a creditor to whom Creative Energy failed to repay a debt of approximately US$1,900,000, an order to wind up Creative Energy (“Winding Up Order”) was granted by the High Court of Hong Kong on 14 February 2007. Mr. Yeung was nominated by the liquidators of Creative Energy, and was appointed pursuant to a resolution passed at a special general meeting of Creative Energy held on 30 January 2010, as an executive director of Creative Energy to assist in the restructuring of Creative Energy. As part of the restructuring exercise of Creative Energy, a debt restructuring was implemented by way of schemes of arrangement between Creative Energy and its creditors under Section 166 of the then Companies Ordinance (Cap. 32) of Hong Kong (now largely repealed) (the “Hong Kong Scheme”) and Section 99 of the Companies Act 1981 of Bermuda (as amended) (the “Bermuda Scheme”, and together with the Hong Kong Scheme, the “Schemes”) respectively. The terms of the Schemes are summarised in the circular dated 30 June 2010 jointly issued by Million Sino Investments Limited and Creative Energy in relation to the restructuring of Creative Energy. The Hong Kong Scheme was sanctioned by the High Court of Hong Kong on 22 June 2010 and the Bermuda Scheme was sanctioned by the Bermuda Court on 18 June 2010. Both Schemes became effective on 29 July 2010. On 14 July 2010, the High Court of Hong Kong granted an order for the stay of the Winding Up Order and the release of the liquidators. Following the completion of the restructuring of Creative Energy, Mr. Yeung resigned as an executive director of Creative Energy with effect from 29 July 2010.

Mr. Yeung was graduated from Simon Fraser University with a bachelor’s degree in Business Administration majoring in Accounting in 1994 and obtained a master’s degree in Business Administration from the University of Western Ontario in 2014. He is a member of the American Institute of Certified Public Accountants and a Chartered Global Management Accountant.

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PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

APPENDIX II

Save as disclosed above, (i) Mr. Yeung has not held any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional qualifications; (ii) Mr. Yeung does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries; and (iii) Mr. Yeung does not hold any position in the Company or any of its subsidiaries.

Mr. Yeung has entered into a service contract with the Company for a term of three years commencing from 29 July 2015, and is subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. As stated in the service contract, Mr. Yeung is entitled to a salary of HK$720,000 per annum plus a discretionary bonus, which is determined by the Board in its absolute discretion provided that the total amount of bonuses payable to all the Directors in respect of such year will not exceed 5% of the Company’s audited combined/consolidated profit after tax and non-controlling interest (if any) for such year.

As at the Latest Practicable Date, Mr. Yeung did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Wong Sik Kei

Mr. Wong Sik Kei (“Mr. SK Wong”), aged 69, is an independent non-executive Director (“INED”), a member of each of the audit committee, the remuneration committee, the risk management and internal control committee as well as the chairman and a member of the nomination committee of the Company. He was appointed as an INED with effect from 21 December 2011.

Mr. SK Wong obtained a Bachelor of Science in Engineering from the University of Hong Kong in 1971. He also obtained a Master of Philosophy in 1977 and a Master of Social Sciences from the University of Hong Kong in 1980. Mr. SK Wong joined the Hong Kong Government as an Assistant Telecommunications Engineer in the Post Office in September 1974. He was promoted to Telecommunications Engineer in September 1978, to Senior Telecommunications Engineer in July 1980, to Chief Telecommunications Engineer in June 1984, and to Assistant Postmaster General in July 1988. In March 1994, he was appointed as Senior Assistant Director of Telecommunications in the Office of the Telecommunications Authority. Mr. SK Wong served as the director general of the Office of Telecommunications Authority (“OFTA”) from 1997 to 2003. In 2003, Mr. SK Wong left the OFTA and became the Commissioner of the Innovation and Technology Department of the Hong Kong Government. Mr. SK Wong officially retired from the Hong Kong Government in 2007.

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PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

APPENDIX II

Save as disclosed above, (i) Mr. SK Wong has not held any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional qualifications; (ii) Mr. SK Wong does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries; and (iii) Mr. SK Wong does not hold any position in the Company or any of its subsidiaries.

Mr. SK Wong has entered into a letter of appointment with the Company for an initial term of three years commencing from 21 December 2014, and is subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. SK Wong is entitled to a monthly director fee of HK$8,000, which is determined with reference to his duties and level of responsibilities and the remuneration policy of the Company and the prevailing market conditions.

As at the Latest Practicable Date, Mr. SK Wong did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Cheung Kong Ting

Mr. Cheung Kong Ting (“Mr. Cheung”), aged 54, is an independent non-executive Director (“INED”), a member of each of the audit committee, the nomination committee and the risk management and internal control committee as well as the chairman and a member of the remuneration committee of the Company. Mr. Cheung was appointed as an INED with effect from 30 June 2016.

He is the chief executive officer of China Israel Consultant Co. Ltd. Prior to that, Mr. Cheung worked as the managing director and head of China Market of Edmond de Rothschild, Hong Kong from 2014 to 2015, as the head of China Market Team of Union Bank of Switzerland from 2011 to 2014, as the head of China Market of Barclays Bank PLC from 2008 to 2011 and as the head of Commercial Division of Bank of China Hong Kong from 1984 to 2008.

Mr. Cheung is an associate of the Hong Kong Institution of Bankers since 1998. He has over 31 years of experience in banking and finance. Mr. Cheung graduated from Hang Seng School of Commerce with Diploma in Business Studies (Banking) in 1984, The Hong Kong Polytechnic University with Higher Certificate in Business Studies (Banking) in 1989 and The Open University of Hong Kong with a Master’s Degree in Business Administration in 2003.

Save as disclosed above, (i) Mr. Cheung has not held any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional

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PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

APPENDIX II

qualifications; (ii) Mr. Cheung does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries; and (iii) Mr. Cheung does not hold any position in the Company or any of its subsidiaries.

Mr. Cheung has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 June 2016, and is subject to the retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Cheung is entitled to a monthly director fee of HK$8,000, which is determined with reference to his duties and level of responsibilities and the remuneration policy of the Company and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Cheung did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Wong Kam Tai

Mr. Wong Kam Tai (“Mr. Wong”), aged 43, is an independent non-executive Director (“INED”), a member of each of the remuneration committee and the nomination committee as well as the chairman and a member of each of the audit committee and the risk management and internal control committee of the Company. Mr. Wong was appointed as an INED with effect from 12 January 2017.

Mr. Wong obtained a Master of Business Administration (Strategic Financial Management) from the University of Hull in the United Kingdom in 2001, a Master of Law (Commercial Law) from the University of Northumbria at Newcastle in the United Kingdom in 2002 and a Master of Arts from Macquarie University in Australia in 2011. Mr. Wong is also a member of the Hong Kong Institute of Certified Public Accountants, a member of the Chartered Institute of Public Finance and Accountancy in the United Kingdom and a fellow member of CPA Australia. Mr. Wong has worked in the accounting field for ten years before becoming an accounting academic in 2002. Mr. Wong is currently an Assistant Professor in Accounting of Centennial College.

Save as disclosed above, (i) Mr. Wong has not held any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional qualifications; (ii) Mr. Wong does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries; and (iii) Mr. Wong does not hold any position in the Company or any of its subsidiaries.

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PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

APPENDIX II

Mr. Wong has entered into a letter of appointment with the Company for an initial term of three years commencing from 12 January 2017, and is subject to the retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Wong is entitled to a monthly director fee of HK$8,000, which is determined with reference to his duties and level of responsibilities and the remuneration policy of the Company and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Wong did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF AGM

ETS GROUP LIMITED 易通訊集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8031)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of ETS Group Limited (the “Company”) will be held at 7th Floor, China Paint Building, 1163 Canton Road, Mongkok, Kowloon, Hong Kong on 4 May 2017 (Thursday) at 10:00 a.m. (the “AGM”) to consider and, if thought fit, transact the following ordinary businesses:–

ORDINARY BUSINESS

1. To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the auditors for the year ended 31 December 2016.

2. To declare a final dividend for the year ended 31 December 2016.

3. (a) To re-elect Mr. Yeung Ka Wing as an executive director of the Company.

4. (b) To re-elect Mr. Wong Sik Kei as an independent non-executive director of the Company.

5. (c) To re-elect Mr. Cheung Kong Ting as an independent non-executive director of the Company.

6. (d) To re-elect Mr. Wong Kam Tai as an independent non-executive director of the Company.

7. (e) To authorise the board of directors of the Company to fix the remuneration of the directors.

8. To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the board of directors to fix their remuneration.

SPECIAL BUSINESS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (“Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares (each a “Share”) in the share capital of the Company

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NOTICE OF AGM

and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of any options granted under the existing share option scheme or other option scheme or similar arrangements of the Company for the time being adopted by the Company from time to time;

• (iii) any scrip dividend or similar arrangements providing for the allotment an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”) and other relevant regulations in force from time to time; or

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed 20% of the shares of the Company in issue as at the date of the passing of this resolution and the mandate pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution,

“Relevant Period” means the period from the date of 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 Articles of Association or any applicable law of the Cayman Islands to be held; and

• (iii) the revocation or variation of the mandate given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF AGM

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares or any class of Shares on the register on a fixed record date in proportion to their then holdings of the Shares of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and otherwise in accordance with the requirements of the GEM Listing Rules and all applicable laws as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the shares of the Company in issue as at the date of the passing of this resolution and the mandate pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

4. (c) for the purposes of this Resolution,

“Relevant Period” means the period from the date of 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 Articles of Association or any applicable law of the Cayman Islands to be held; and

• (iii) the revocation or variation of the mandate given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional upon passing of resolutions numbered 5 and 6 as set out in this notice convening the AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot and issue Shares pursuant to resolution numbered 5 be and is hereby extended by the addition thereto of the aggregate number of the

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NOTICE OF AGM

Shares repurchased by the Company pursuant to the authority granted pursuant to resolution numbered 6, provided that such number shall not exceed 10% of the aggregate number of the Shares in issue as at the date of the passing of this resolution.”

By order of the Board ETS Group Limited Tang Yiu Sing Executive Director and Chief Executive Officer

Hong Kong, 28 March 2017

Notes:

1. Any member of the Company (“Member”) entitled to attend and vote at the AGM shall be entitled to appoint another person(s) (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the AGM. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.

2. To be valid, a 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 deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less 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 AGM or any adjournment thereof should you so wish, but the appointment of the proxy will be revoked if you attend in person at the AGM.

3. The register of members of the Company will be closed during the following periods:-

4. (i) from 27 April 2017 (Thursday) to 4 May 2017 (Thursday), both days inclusive, during which period no transfers of Shares shall be effected. In order to be eligible for attending the AGM, all transfers of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 26 April 2017 (Wednesday).

5. (ii) from 10 May 2017 (Wednesday) to 12 May 2017 (Friday), both days inclusive, during which period no transfers of Shares shall be effected, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 9 May 2017 (Tuesday).

6. Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto but if more than one of such joint registered holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint registered holders stand on the register of members of the Company in respect of the relevant joint holding.

7. Particulars of Mr. Yeung Ka Wing, Mr. Wong Sik Kei, Mr. Cheung Kong Ting and Mr. Wong Kam Tai, who offer themselves for re-election, are provided in Appendix II to this circular.

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NOTICE OF AGM

1. If a member of the Company wishes to nominate a person other than the existing directors of the Company to stand for election as a director of the Company, the following documents must be validly lodged no later than 10 April 2017 at the office of the Company at 4th Floor, China Paint Building, 1163 Canton Road, Mongkok, Kowloon, Hong Kong or the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, namely (i) his/her notice of intention to propose a resolution at the meeting; and (ii) a notice executed by the nominated candidate of his/her willingness to be appointed together with his/her contact details.

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