Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2013

Jan 17, 2013

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 (“ Meeting ”) of Wealth Glory Holdings Limited (the “ Company ”) will be held at 11:30 a.m., on Friday, 8 February 2013 at Terrace Cafe on 3/F., Best Western Hotel Harbour View, 239 Queen’s Road West, Hong Kong for the purpose of considering and, if thought fit, passing/with or without modifying the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the placing agreement dated 12 December 2012 entered into between the Company and Kingsway Financial Services Group Limited (the “ Placing Agent ”) in relation to the placing of the convertible bonds in an aggregate principal amount of up to HK$30,000,000 (the “ Convertible Bond(s) ”) by the Placing Agent (the “ CB Placing Agreement ”) (a copy of which has been produced to the meeting marked “A” and initialed by the chairman of the Meeting for the purpose of identification) (as may be amended from time to time) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the execution, delivery and performance by the Company of the CB Placing Agreement be and are hereby approved, confirmed and ratified;

• (c) subject to the fulfillment or waiver of the conditions set out in the CB Placing Agreement (as may be amended from time to time), the Directors be and are hereby authorised to issue the Convertible Bond(s) in accordance with the terms and conditions of the CB Placing Agreement (as may be amended from time to time);

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• (d) any Director be and is hereby authorised to allot and issue new shares of the Company which may fall to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds or part thereof to the relevant holder(s) of the Convertible Bond(s) under the specific mandate; and

• (e) any Director be and is hereby authorised to undertake all such other things and acts and execute all such other documents which he/she considers necessary, desirable, or expedient in connection with the implementation of or giving effect to the placing of the Convertible Bonds, the CB Placing Agreement and the transactions contemplated thereunder, including but without limitation, the exercise or enforcement of any of the Company’s rights under the CB Placing Agreement, to make and agree to such variations of the terms of the CB Placing Agreement and/or redemption of the Convertible Bonds (or any part thereof before their maturity date) as he/she may consider to be appropriate and in the interests of the Company.”

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

Hong Kong, 18 January 2013

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

Head office and principal place of business in Hong Kong: 17/F., No. 8 Wyndham Street Central Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed herewith.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney, duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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1. To be valid, the instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to 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 no less than 48 hours before the time for holding the Meeting or any adjournment thereof.

2. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the Meeting if the member so desires and in such event, the instrument appointing the proxy shall be deemed to be revoked.

3. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. The register of members of the Company will be closed from Wednesday, 6 February 2013 to Friday, 8 February 2013 (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, 5 February 2013.

As at the date of this announcement, the Board comprises six Directors, including three executive Directors namely Ms. Lee Yau Lin, Jenny, Mr. Wong Wing Fat and Mr. Wong Ka Wah, Albert; 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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