Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2012

Jul 17, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8269)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Wealth Glory Holdings Limited (the “ Company ”) will be held at Pacific Room, 2/F., Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 3 August 2012 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the conditional sale and purchase agreement (“ the Agreement ”) dated 25 May 2012 entered into between (i) Silver Summit Investments Limited (the “ Purchaser ”), a wholly owned subsidiary of the Company, as purchaser, (ii) Intellect Hero Limited (the “ Vendor ”), as vendor, and (iii) Mr. Li Jun Yi and Mr. Hung Man Yuk Dicson (collectively, the “ Guarantors ”), being the ultimate beneficial owners of the Vendor, as guarantors, in relation to the sale and purchase of 1 share (the “ Sale Share ”) of US$1.00, being the entire issued share capital of Eminent Along Limited (the “ Target ”) (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of the Meeting (“ Chairman ”) for identification purpose) and the transactions contemplated thereunder (including but not limited to the terms of the Shareholders’ Agreement, the Deed of Undertaking and the Dividend Undertaking (each as defined in this circular and copies of which are marked “B”, “C” and “D” respectively and produced to the Meeting and signed by the Chairman for identification purpose)) be and are hereby ratified, confirmed and approved and any one or more director(s) (the “ Directors ”) of the Company be and is/are hereby authorised from time to time to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the implementation of and giving effect to the Agreement and the transactions contemplated thereunder (including but not limited to the Shareholders’ Agreement, the Deed of Undertaking and the Dividend Undertaking (each as defined in this circular)).”

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1. “ THAT the conditional facility letter (the “ Facility Letter ”) dated 25 May 2012, pursuant to which the Company has agreed to provide the loan facilities of up to HK$5,000,000 to Goldenbase Ltd (the “ Borrower ”), an associate company of the Target, for the purpose of financing the initial working capital of the Borrower and its group company(ies) (a copy of which is marked “E” and produced to the Meeting and signed by the Chairman for identification purpose), be and is hereby ratified, confirmed and approved and any one or more Director(s) be and is/are hereby authorised from time to time to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the implementation of and giving effect to the Facility Letter and the transactions contemplated thereunder.”

2. “ THAT subject to the fulfillment of the terms and conditions set out in the placing agreement dated 12 June 2012 (the “ Placing Agreement ”) entered into between the Company and Kingsway Financial Services Group Limited (a copy of the Placing Agreement having been produced to the meeting and marked “F” and initialed by the Chairman for the purpose of identification) in respect of the placing of up to 300,000,000 new shares of HK$0.01 each in the capital of the Company (the “ Placing Shares ”) at a placing price of HK$0.17 each (the “ Proposed Placing ”):

3. (i) the Placing Agreement in relation to the Proposed Placing and the matters contemplated thereunder be and are hereby approved, confirmed and ratified;

4. (ii) the placing of the Placing Shares to the placees pursuant to the Placing Agreement be and is hereby approved and the Directors be and are hereby authorised to allot and issue the Placing Shares pursuant to the Placing Agreement; and

5. (iii) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Placing Agreement and the transactions contemplated thereunder.”

4. “ THAT

• (a) the authorised share capital of the Company be and is hereby increased from HK$10,000,000 divided into 1,000,000,000 shares of HK$0.01 each (“ Share(s) ”) in the share capital of the Company to HK$20,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,000,000,000 new Shares (the “ Increase in Authorised Share Capital ”); and

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• (b) any Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.”

By order of the Board Wealth Glory Holdings Limited Lee Yau Lin, Jenny Chairman

Hong Kong, 18 July 2012

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

Head Office and Principal Place of Business: Unit 4, 10th Floor Lucky Commercial Centre 103 Des Voeux Road West Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting 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.

2. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish.

3. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

4. In the case of joint holders of Shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

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1. The register of members of the Company will be closed from Wednesday, 1 August 2012 to Friday, 3 August 2012 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 31 July 2012.

As at the date of this announcement, the Board comprises five Directors, including two executive Directors namely Ms. Lee Yau Lin, Jenny and Mr. Wong Wing Fat; and three independent non-executive Directors, namely Mr. Ho Wai Hung, Ms.Cheung Kin, Jacqueline and Ms. Mak Yun Chu.

This announcement, 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 announcement 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 announcement misleading.

This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at www.lmfnoodle.com.

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