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

Jan 17, 2013

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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wealth Glory Holdings Limited (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

(1) PLACING OF CONVERTIBLE BONDS; (2) PROPOSED GRANT OF SPECIFIC MANDATE; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company (the “ EGM ”) to be held at Terrace Cafe on 3/F., Best Western Hotel Harbour View, 239 Queen’s Road West, Hong Kong, on Friday, 8 February 2013 at 11:30 a.m. is set out on pages 18 to 19 of this circular. Whether or not you are able to attend the EGM, you are encouraged to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the offices of 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 fixed for the EGM or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person should you so wish.

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

18 January 2013

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

i

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ii

DEFINITIONS

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

• “Announcement” the announcement of the Company dated 12 December 2012 in relation to, among other things, the Subscription and the Placing

• “associate(s)” has the meaning ascribed to this term under the GEM Listing Rules

• “Board” the board of Directors “Bondholder(s)” the holder in whose name the Convertible Bonds is registered in the Register, and “holder” in relation to the Convertible Bonds shall have the corresponding meaning

• “Business Day” a day (other than a Saturday, Sunday and public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “CB Placing Agreement” the placing agreement dated 12 December 2012 and entered into between the Company and the Placing Agent for the Placing

• “Company” Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares are listed on GEM

• “Conditions” the terms and conditions endorsed on the Convertible Bonds in definitive form as they may from time to time be modified in accordance with their provisions and/or of the Instrument

• “connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules “Conversion Price” the initial conversion price being HK$0.20 per Conversion Share (subject to adjustments as set out in the Instrument)

• “Conversion Rights” the rights of holder(s) of the Convertible Bonds to convert the whole or part of the principal amount of the Convertible Bonds into Shares subject to the terms and conditions contained in the Instrument constituting the Convertible Bonds

• “Conversion Share(s)” up to 150,000,000 new Shares falling to be allotted and issued upon exercise of the Conversion Rights attached to the Convertible Bonds

1

DEFINITIONS

“Convertible Bonds”	the unsecured zero-coupon convertible bonds up to an aggregate
	principal amount of HK$30 million to be created by the
	Instrument and for the time being outstanding or, as the context
	may require, any part of the principal amount
“Director(s)”	the director(s) of the Company from time to time
“EGM”	the extraordinary general meeting of the Company to be held to
	consider and, if thought fit, approve the CB Placing Agreement
	and the transactions contemplated thereunder, including but not
	limited to the issue of the Convertible Bonds and the grant of the
	Specific Mandate
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Committee”	the GEM listing committee of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third Party(ies)”	third party(ies) independent of the Company and connected
	persons of the Company
“Instrument”	the instrument to be executed by the Company by way of a
	deed poll constituting the Convertible Bonds (subject to such
	amendments as the Placing Agent and the Company may
	reasonably agree), together with the schedules (as from time to
	time altered in accordance with the instrument) and any other
	document executed in accordance with the instrument (as from
	time to time so altered) and expressed to be supplemental to the
	instrument
“Issue Price”	the issue price of the Convertible Bonds, which shall be 100% of
	the principal amount of the Convertible Bonds
“Latest Practicable Date”	16 January 2013, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
“Maturity Date”	the second anniversary of the date of issue of the Convertible
	Bonds

2

DEFINITIONS

“Placee(s)”	any person or entity to whom the Placing Agent or its agents shall
	procure or, as the case may be, shall have procured to subscribe
	for the Convertible Bonds
“Placing”	the placing of the Convertible Bonds by the Placing Agent
	on a best effort basis pursuant to the terms of the CB Placing
	Agreement
“Placing Agent”	Kingsway Financial Services Group Limited, licensed to carry on
	type 1, 2, 4 and 9 regulated activity (dealing in securities, dealing
	in future contracts, advising on securities and asset management)
	under the Securities and Futures Ordinance (Cap. 571 of the Laws
	of Hong Kong)
“Register”	the register of the Bondholder maintained by the Registrar
“Registrar”	until a professional registrar is appointed by the Company
	pursuant to the terms of the Instrument, the Company and any
	successor registrar appointed
“Share(s)”	existing ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s) or as the context may require, the New
	Share(s) from time to time
“Specific Mandate”	a specific mandate to allot and issue the Conversion Shares to be
	sought from the Shareholders at the EGM
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscriber”	Ms. Ke Wei Fang, being an Independent Third Party and the
	subscriber for the Subscription Shares
“Subscription”	the subscription for the Subscription Shares by the Subscriber
	pursuant to the Subscription Agreement
“Subscription Agreement”	the subscription agreement dated 12 December 2012 and entered
	into between the Company and the Subscriber in relation to the
	Subscription, details of which are set out in the Announcement
“Subscription Shares”	an aggregate of 47,000,000 Shares being subscribed by the
	Subscriber pursuant to the Subscription Agreement
“substantial shareholder(s)”	has the meaning ascribed thereto under the GEM Listing Rules

3

DEFINITIONS

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong % per cent.

4

LETTER FROM THE BOARD

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

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

Executive Directors:

Ms. Lee Yau Lin, Jenny (Chairman) Mr. Wong Wing Fat (Chief Executive Officer) Mr. Wong Ka Wah, Albert

Independent non-executive Directors:

Mr. Ho Wai Hung Ms. Cheung Kin, Jacqueline Ms. Mak Yun Chu

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

18 January 2013

Dear Shareholders

PLACING OF CONVERTIBLE BONDS; PROPOSED GRANT OF SPECIFIC MANDATE; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. Following the granting of the listing of and the permission to deal in the Subscription Shares by the GEM Listing Committee, the condition under the Subscription Agreement have been fulfilled and completion of the Subscription took place on 21 December 2012. A total of 47,000,000 Shares, representing approximately 4.70% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, were issued to the Subscriber in accordance with the terms of the Subscription Agreement upon completion of the Subscription.

The purpose of this circular is to provide you with (i) further information regarding, among other things, the CB Placing Agreement and the Placing; and (ii) the notice of the EGM to be convened for the purpose of considering and, if thought fit, approving, the CB Placing Agreement and the transactions contemplated thereunder, including the issue of the Convertible Bonds and the grant of the Specific Mandate.

5

LETTER FROM THE BOARD

PLACING OF CONVERTIBLE BONDS

On 12 December 2012 (after the trading hours of the Stock Exchange), the Company and the Placing Agent entered into the CB Placing Agreement, pursuant to which the Placing Agent agreed to procure, on a best effort basis, not less than six Placees, which will be professional, corporate, institutional and/or individual investors, who and whose ultimate beneficial owners shall be Independent Third Parties, to subscribe in cash for the Convertible Bonds of up to an aggregate principal amount of HK$30 million.

Assuming the Convertible Bonds are placed in full, the maximum gross proceeds from the Placing is HK$30 million and the maximum net proceeds from the Placing (after deducting related expenses) are estimated to be approximately HK$29.4 million. The net proceeds from the issue of the Convertible Bonds will be used to fund the acquisition of equity interests in potential business in the future. As at the Latest Practicable Date, save for the Possible Acquisition (as defined below), the Company has not identified any equity investment opportunities. In the event that any written agreement has been entered into in respect of any equity or equity-related investments, the Company will make necessary disclosure in compliance with the GEM Listing Rules.

THE CB PLACING AGREEMENT

Date: 12 December 2012 (after trading hours of the Stock Exchange)

Parties: (1) Issuer: the Company

• (2) Placing agent: the Placing Agent

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

Pursuant to the CB Placing agreement, the Company agreed to appoint the Placing Agent and the Placing Agent agreed to place, on a best effort basis, the Convertible Bonds of an aggregate principal amount of up to HK$30 million at the Issue Price to not less than six Placees, which will be professional, corporate, institutional and/or individual investors, who and whose ultimate beneficial owners shall be Independent Third Parties. Pursuant to the CB Placing agreement, the Placing Agent will not place to any Placee an amount of the Convertible Bonds which will entitle each holder of the Convertible Bonds and their respective associates to become a substantial shareholder of the Company upon full conversion of their respective Convertible Bonds.

In addition, it is not expected that the Subscriber or any of her associates will become a Placee under the Placing.

6

LETTER FROM THE BOARD

Conditions precedent of the Placing

Completion of the Placing is conditional upon:

• (i) the passing by the Shareholders at the EGM of an ordinary resolution of the Company approving the CB Placing Agreement, the issue of the Convertible Bonds and the transactions contemplated thereunder, including but not limited to the allotment and issue of up to 150,000,000 Shares falling to be issued on the exercise of the Conversion Rights;

• (ii) the granting by the GEM Listing Committee of the listing of, and permission to deal in, all of the Conversion Shares;

• (iii) each of the Company and the Placing Agent having obtained all necessary consents and approvals in relation to the Placing from the relevant authorities, if applicable; and

• (iv) if necessary, all other necessary consents and approval for the issue of the Convertible Bonds having been obtained.

In the event that the conditions precedent of the Placing is not fulfilled on or before 28 February 2013 (or such later date as may be agreed by the Placing Agent and the Company), all rights, obligations and liabilities of the parties to the CB Placing Agreement in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other party in respect of the Placing save for any antecedent breaches.

Placing commission payable to the Placing Agent

The placing commission payable to the Placing Agent under the CB Placing Agreement is equal to 1.0% of the Issue Price multiplied by such principal amount of the Convertible Bonds successfully placed by the Placing Agent under the Placing.

The placing commission payable to the Placing Agent under the CB Placing Agreement is arrived at after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing commission charged by other placing agents. The Directors (including the independent nonexecutive Directors) consider that the placing commission is fair and reasonable, in the interests of the Company and the Shareholders as a whole and is in line with the prevailing commission charged by other placing agents.

Completion of the Placing

Completion of the Placing will take place on the third Business Day after the fulfillment of the conditions precedent of the CB Placing Agreement or such other date agreed by the Company and the Placing Agent.

7

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE CONVERTIBLE BONDS

The principal terms of the Convertible Bonds are summarised below:

Principal amount: Up to an aggregate of HK$30 million Basis: Best effort basis Maturity Date: Second anniversary of the date of issue of the Convertible Bonds Conversion period: The Convertible Bonds can be converted, at the option of the Bondholders, at any time and from time to time from the date of issue of the Convertible Bonds to and include the Maturity Date. Interest: Non interest bearing Security: The Convertible Bonds will be unsecured. Status: The Convertible Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of the Company, ranking pari passu and without any preference among themselves. The payment obligations of the Company under the Convertible Bonds shall rank at least equally with all its other present and future unsecured and unsubordinated obligations. Voting: The Bondholders will not be entitled to attend or vote at any meetings of the Company by reason only it being the Bondholders. Conversion Price: HK$0.20 per Conversion Share The conversion price will be subject to adjustments for, amongst other things, consolidations or subdivisions of Shares, capital distributions, bonus issues, rights issues and other usual events which may have a dilution effect on the Conversion Shares to be allotted and issued to the holders of the Convertible Bonds upon the exercise of the Conversion Rights. Conversion Shares: up to 150,000,000 Conversion Shares will be issued pursuant to the Specific Mandate to be sought at the EGM. The Conversion Shares, when allotted and issued, will rank pari passu in all respects with all Shares in issue at the date of allotment and issue of such Conversion Shares.

8

LETTER FROM THE BOARD

Conversion:

The Bondholders shall have the right at any time from the date of issue of the Convertible Bonds to and include the Maturity Date to convert any outstanding amount of the Convertible Bonds into the Conversion Shares at the then Conversion Price, provided that the Conversion Rights shall not be exercisable by the Bondholder:

• (i) so long as and to the extent that immediately after such exercise, there will be sufficient public float of the Shares as required under the GEM Listing Rules; and

• (ii) so long as such Bondholder and parties acting in concert (as defined in the Takeovers Code) with it immediately after such exercise shall not be required to make a general offer under Rule 26 of the Takeovers Code (unless waiver from making a general offer has been obtained from the Securities and Futures Commission of Hong Kong).

Transferability:

Redemption:

With the prior notification to the Company, the Convertible Bonds (or any part thereof) may be transferred or assigned by the holders of the Convertible Bonds in whole or in multiples of HK$1,000,000 to any party other than a connected person of the Company. Any proposed transfer to a connected person of the Company or its associates shall be subject to the prior consent of the Company, and where applicable, compliance by the holders of the Convertible Bonds with the relevant laws and regulations, including but not limited to the GEM Listing Rules.

Any amount of the Convertible Bonds which remains outstanding on the Maturity Date shall be redeemed at its then outstanding principal amount.

During the date of issue of the Convertible Bonds until the Maturity Date, the Company has the right at any time while any amount of the Convertible Bonds is outstanding and has not been converted to redeem the whole or part of the outstanding principal amount of the Convertible Bonds registered in its name provided that any redemption shall be made in amounts of not less than a whole multiple of HK$1,000,000 on each redemption save that if at any time the aggregate outstanding principal amount of the Convertible Bonds is less than HK$1,000,000, the whole (but not part only) of the outstanding principal amount of the Convertible Bonds may be redeemed. The Convertible Bonds or any part thereof redeemed shall be forthwith cancelled.

9

LETTER FROM THE BOARD

Events of Default:

Any Bondholder may give notice to the Company that the Convertible Bonds are immediately due and repayable if:

• (i) Payment default: a default is made in the payment of the principal or premium (if any) in respect of any of the Convertible Bonds when and as the same ought to be paid in accordance with the Conditions; or

• (ii) Other default: a default is made by the Company in the performance or observance of any covenant, condition or provision contained in the Instrument or in the Convertible Bonds and on its part to be performed or observed (other than the covenant to pay the principal, premium (if any) and interest in respect of any of the Convertible Bonds) and such default continues for the period of 14 days next following the service by any Bondholder on the Company of notice specifying brief details of such default and requiring such default to be remedied; or

• (iii) Dissolution of the Company and Disposals: a resolution is passed or an order of a court of competent jurisdiction is made that the Company be wound up or dissolved or the Company disposes of all or substantially all of its assets, otherwise, in any such case, than for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reorganisation, the terms of which shall have previously been approved in writing by an Ordinary Resolution of Bondholders; or

• (iv) Encumbrances: an encumbrancer takes possession or a receiver is appointed of the whole or a material part of the assets or undertaking of the Company; or

• (v) Distress etc.: a distress, execution or seizure before judgment is levied or enforced upon or sued out against a material part of the property of the Company and is not discharged within three days thereof; or

• (vi) Bankruptcy: the Company is unable to pay its debts as and when they fall due or the Company shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, reorganisation or insolvency law or make an assignment for the benefit of, or enter into any composition with, its creditors; or

• (vii) Bankruptcy proceedings: proceedings shall have been initiated against the Company under any applicable bankruptcy, reorganisation or insolvency law and such proceedings shall not have been discharged or stayed within a period of 21 days.

Upon any such notice being given to the Company, the Convertible Bonds will immediately become due and repayable at their principal amount.

10

LETTER FROM THE BOARD

Conversion Price

The initial Conversion Price of HK$0.20 per Conversion Share represents:

• (i) a premium of approximately 5.26% over the closing price of HK$0.19 per Share as quoted on the Stock Exchange on 12 December 2012, being the date of the CB Placing Agreement;

• (ii) a premium of 25% over the average closing price of approximately HK$0.16 per Share as quoted on the Stock Exchange for the five trading days immediately prior to the date of the CB Placing Agreement;

• (iii) a premium of approximately 25% over the net asset value per Share of approximately HK$0.16 as at 30 September 2012; and

• (iv) a discount of 12.66% of the closing price of HK$0.229 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

The Conversion Price was arrived at after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market price of the Shares. Based on the above and the reasons as set out in the paragraph headed “Reasons for the Placing” below, the Directors (including the independent non-executive Directors) consider that the initial Conversion Price and the terms of the CB Placing Agreement are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Conversion Shares

Based on the initial Conversion Price of HK$0.20 per Conversion Share, a maximum number of 150,000,000 Conversion Shares will be allotted and issued upon exercise of the Conversion Rights in full, which represent:

• (i) approximately 15.01% of the existing issued share capital of the Company; and

• (ii) approximately 13.05% of the issued share capital as enlarged by the allotment and issue of the Conversion Shares.

The Conversion Shares, when allotted and issued, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Conversion Shares. Holders of the Conversion Shares will be entitled to receive all future dividends and distributions declared, paid or made on or after the date of conversion of the Convertible Bonds.

Specific Mandate

The Conversion Shares will be issued under a Specific Mandate proposed to be sought from the Shareholders at the EGM.

11

LETTER FROM THE BOARD

Application for listing

Application will be made to the Stock Exchange for granting the listing of, and permission to deal in, the Conversion Shares. No application will be made for the listing of the Convertible Bonds.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

REASONS FOR THE PLACING

The Company is an investment holding company and the Group is principally engaged in food related business and mineral resource related business.

According to the latest unaudited management accounts of the Company as at 30 November 2012, the bank and cash balances and the borrowings of the Company are approximately HK$28 million and HK$nil respectively. The Board intends to apply approximately HK$7 million of its financial resources to carry out the business plan as set out in the section headed “Business Objective and Future Plans” in the prospectus of the Company dated 30 September 2010. The remaining balance of bank and cash is currently used as working capital of the Group. However, in the event of any investment opportunities arise, such financial resources will be utilised as consideration for such business investments. On 21 December 2012, the Company had also raised net proceeds of approximately HK$7.85 million by way of subscription of a total of 47,000,000 new Shares at the subscription price of HK$0.17 per Share. As disclosed in the Announcement, all the net proceeds of the Subscription will be applied for general working capital of the Company.

In view of recent economic growth and stock market performance, the Company intends to strengthen its financial position by entering into the CB Placing Agreement, which will enable the Company to expand its capital base for future investment opportunities in order to achieve long-term capital appreciation of its assets primarily through equity and equity-related investments.

Reference is also made to the Company’s announcements dated 25 May 2012 and 27 September 2012 and the Company’s circular dated 18 July 2012. Since late 2011, the Board has been proactively identifying other investment opportunities to diversify its existing businesses, such as mineral resource related business. In determining the investment opportunities in the mineral resource related business, the Board has considered the following factors:

1. the mineral resource related business, especially related to mining activity, is subject to extensive governmental regulatory in most countries. The procedures, measures, standards or qualifications to conduct business in such sector are clearly set out in the applicable laws and regulations. Therefore, the preliminary due diligence procedure in the regulatory framework in assessing the investment opportunities in the mineral resource area would be plain to conduct;

2. products from the mineral resource related business would be the commodities that usually have ready market. The Board considers that such standardized products would help them to assess on the potential of the investment opportunities with reference to the historical market prices of such products; and

12

LETTER FROM THE BOARD

1. with reference to the merger and acquisition activities conducted by some of the listed companies in Hong Kong in recent years, the Board considers that the Group will be able to identify and employ the necessary management expertise in monitoring such mineral resource related business in Hong Kong and the PRC.

The Board considers that it will be appropriate to maintain adequate cash reserve to the Company by way of Placing in order to meet any future investment opportunities which may be similar to the investment size of the coal-related business (the “ Coal Business ”) acquired by the Company in September 2012. Regarding the Coal Business, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the business operation of the Coal Business has been carried out in accordance with its original business plan as at the Latest Practicable Date. For details of the business operation of the Coal Business, please refer to the paragraph headed “Coal trading business of Hong Kong Company” as set out in the “Letter from the Board” in the circular of the Company dated 18 July 2012. Further, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, (i) the management of the Coal Business has no intention to alter the business directions, capital requirement and/or financing of the Coal Business; (ii) the current financial resources of the Coal Business are sufficient for its current business operations; and (iii) no further funding requirement is needed to increase the trading capacity of the Coal Business. Further, as at the Latest Practicable Date, the Company has no plan for fund raising in order to finance the operation of the Coal Business or to acquire further interest in the Coal Business.

As at the Latest Practicable Date, the Company is in negotiation with an Independent Third Party and is currently conducting a preliminary due diligence exercise in relation to the proposed acquisition of a magnetite sound/iron sand trading company (the “ Possible Acquisition ”). It is expected that the preliminary due diligence will be completed by the end of January 2013 and subject to the findings of the due diligence exercise, it is expected that a written agreement in relation to the Possible Acquisition will be entered into between the parties shortly thereafter. To the best knowledge, information and belief of the Directors, the suppliers of the Target Company are mining companies located in the Philippines and the customer of the Target Company is a stated-owned enterprise in the PRC. Given the existing contract size of the trading company with its suppliers and customers, it is expected that the investment size will be no less than HK$50 million, and thus, the present financial resources of the Company may not be sufficient to conduct a material investment in such trading company. In this regard, taking into consideration the current favourable equity market condition in Hong Kong, the Board considers that the Placing would enable the Group to maintain sufficient cash reserve in order to conduct the investment readily when the Possible Acquisition materializes.

The Board has also considered other fund raising alternatives namely, rights issue or open offer. However, the time and cost to be involved for a rights issue is likely to be higher than the Placing. Moreover, considering the Convertible Bonds are interest free and that there is no immediate dilution effect of the Placing and the premium on the Conversion Price, the Board is therefore of the opinion that the Placing represents a fair and reasonable equity fund raising arrangement. Furthermore, taking into consideration of the current favourable equity market condition in Hong Kong and the relatively shorter time frame required, the Directors consider that the Placing is the most appropriate arrangement as compared to other fund raising methods.

13

LETTER FROM THE BOARD

The Board also considers that the Placing represents an opportunity for the Company to broaden its shareholder base thereby increasing the liquidity of the Shares. As such, the Directors (including the independent non-executive Directors) consider that the CB Placing Agreement is entered into upon normal commercial terms following arm’s length negotiations between the Company and the Placing Agent and that the terms of the CB Placing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS

The net proceeds of approximately HK$29.4 million from the issue of the Convertible Bonds will be used to fund the acquisition of equity interests in potential business in the future which may include but not limited to the Possible Acquisition. However, as at the Latest Practicable Date, no written agreement has been entered into in respect of the Possible Acquisition or any equity or equity-related investments. The Board wishes to emphasize that the Possible Acquisition is still in a preliminary negotiation stage and may or may not proceed. If the Possible Acquisition materializes, it may constitute a notifiable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules. Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition or any equity investment will be made by the Company in compliance with the GEM Listing Rules as and when appropriate.

14

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Date of	Fund raising		Intended use	Actual use
announcement	activities	Net proceeds	of proceeds	of proceeds
12 June 2012	Placing of an	Approximately	Applied towards	Used as intended
	aggregate of	HK$40.79 million	part of the
	247,448,000		consideration under
	Shares at the		the acquisition
	placing price of		agreement dated
	HK$0.17 per		25 May 2012
	placing share		(the “Acquisition
			Agreement”)
			in relation to the
			acquisition of Eminent
			Along Limited
19 September 2012	Top-up placing of	Approximately	Applied towards	Used as intended
	a total of	HK$7.80 million	part of the
	42,400,000 Shares		consideration under
	at the placing		the Acquisition
	price of HK$0.189		Agreement
	per placing share
12 December 2012	Subscription of	Approximately	Applied for general	To be used
	a total of	HK$7.85 million	working capital	as intended
	47,000,000 Shares		of the Company
	at the subscription
	price of HK$0.17
	per Subscription Share

Save as disclosed, the Company has not conducted any fund raising exercise during the past twelve months immediately preceding the Latest Practicable Date.

15

LETTER FROM THE BOARD

CHANGES IN SHAREHOLDING STRUCTURE

The table below sets out the Company’s shareholding structure (i) as at the Latest Practicable Date; and (ii) immediately after issue of the Conversion Shares upon full conversion of the Convertible Bonds assuming there is no change in the existing shareholding of the Company.

Shareholders Conrich Investments Limited (note 1) Fastray Investments Limited (note 2) Public Shareholders Bondholders Other public Shareholders Total	As at the Latest Practicable Date Approximate No. of Shares percentage (%) 306,880,000 30.71 35,840,000 3.59 – – 656,528,000 65.70 999,248,000 100.00	Immediately after full conversion of the Convertible Bonds Approximate No. of Shares percentage (%) 306,880,000 26.70 35,840,000 3.12 150,000,000 13.05 656,528,000 57.13 1,149,248,000 100.00	Immediately after full conversion of the Convertible Bonds Approximate No. of Shares percentage (%) 306,880,000 26.70 35,840,000 3.12 150,000,000 13.05 656,528,000 57.13 1,149,248,000 100.00
			100.00

Notes:

1. Conrich Investments Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Ms. Lee Yau Lin, Jenny, the Chairman and executive Director.

2. Fastray Investments Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Mr. Wong Wing Fat, the chief executive officer and executive Director.

EGM

The Placing will be conditional upon the passing by the Shareholders of the ordinary resolution at the EGM.

The EGM 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, the notice of which is set out on pages 18 to 19 of this circular, for the Shareholders to consider and, if thought fit, to approve the CB Placing Agreement and the transactions contemplated thereunder, including the issue of the Convertible Bonds and the grant of the Specific Mandate.

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LETTER FROM THE BOARD

In compliance with the GEM Listing Rules, the resolutions will be voted on by way of a poll at the EGM. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Director or Shareholder has a material interest in the Placing of the Convertible Bonds and no Shareholder is required to abstain from voting on the resolution(s) to be proposed at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. In order to be valid, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed must be delivered to the offices of 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 but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

Having taking into consideration the factors set out in the paragraphs headed “Reasons for the Placing” above, despite the possible dilutive effect of the Placing, the Directors (including the Independent non-executive Directors) are of the opinion that the terms of the CB Placing Agreement and the transactions contemplated thereunder, including the issue of the Convertible Bonds and the grant of the Specific Mandate are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommended you to vote in favour of the ordinary resolution(s) to be proposed at the EGM.

Completion of the Placing is subject to the fulfillment of the conditions precedent in the CB Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware of, none of the Directors, controlling Shareholder or substantial Shareholders or any of their respective associates had any interests in a business which competes or may compete, either directly or indirectly, with the business of the Group or has, any other conflict of interest which any such person has or may have within the Group.

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: (1) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (2) there are no other matters the omission of which would make any statement in this circular misleading.

Yours faithfully

For and on behalf of the Board

Wealth Glory Holdings Limited Lee Yau Lin, Jenny Chairman

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NOTICE OF EGM

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

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);

• (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

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NOTICE OF EGM

• (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.

4. 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.

5. 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.

6. 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.

7. 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.

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