Go Up Education Technology Limited - Proxy Solicitation & Information Statement 2014

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 licensed securities dealer, 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 and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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) GRANT OF OPTIONS TO ED GRANTEES;

(2) REFRESHMENT OF EXISTING SCHEME MANDATE LIMIT; (3) REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES; (4) RE-ELECTION OF DIRECTORS; AND

(5) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Grand Vinco Capital Limited

(A wholly-owned subsidiary of Vinco Financial Group Limited)

A letter from the Independent Board Committee is set out on page 19 to 20 of this circular. A letter from Vinco Capital to the Independent Board Committee and the Independent Shareholders, is set out on pages 21 to 34 of this circular.

A notice convening the EGM to be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Tuesday, 15 April 2014 at 11:00 a.m. is set out on pages 40 to 43 of this circular. A form of proxy for use at the EGM is enclosed with 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.

28 March 2014

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.

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant of Options to ED Grantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Refreshment of Existing Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Refreshment of Current General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Independent Board Committee and Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . 17
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Letter from Vinco Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Appendix – Information on the Directors proposed to be re-elected. . . . . . . . . . . . . . . . . . . . . 35
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

DEFINITIONS

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

“AGM” the annual general meeting of the Company held on 2 September 2013 in which the Shareholders had approved, among other matters, the Current General Mandate

“Article(s)” or the articles of association of the Company, as amended from time “Articles of Association” to time
“associate(s)” has the meaning ascribed to this term under the GEM Listing Rules
“Board” board of Directors
“Company” Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM of the Stock Exchange
“Current General Mandate” the general mandate approved at the AGM to grant to the Directors to allot and issue Shares of up to 199,849,600 Shares, i.e. approximately 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution
“Date of Grant” 21 February 2014
“Director(s)” the director(s) of the Company
“ED Grantees”
Mr. Wong and Mr. Hong, both being the executive Directors and Eligible Participant(s) to which 15,000,000 Options, respectively, are proposed to be granted to each of Mr. Wong and Mr. Hong under the Share Option Scheme, and the proposed grant of Options to them is subject to (i) the approval by the Shareholders other than (a) Mr. Wong and his associates, or (b) Mr. Hong and his associates (as the case may be) at the EGM; and (ii) the Shareholders’ approval of the proposed refreshment of Existing Scheme Mandate Limit at the EGM

“EGM” the extraordinary general meeting of the Company to be convened and held on 15 April 2014 at 11:00 a.m to consider and, if thought fit, approve, among other things, (i) the proposed grant of Options to the ED Grantees; (ii) the proposed refreshment of Existing Scheme Mandate Limit; (iii) the proposed refreshment of Current General Mandate; and (iv) the proposed re-election of Directors

DEFINITIONS

“Eligible Participant(s)” any Directors (whether executive or non-executive and whether independent or not), any employee (whether full-time or parttime) of the Group, or consultants or advisors of the Group or any Invested Entity (whether on an employment or contractual or honorary basis or otherwise and whether paid or unpaid), or any provider of goods and/or services to the Group or any Invested Entity, or any customer of the Group or any Invested Entity, or any holder of securities issued by any member of the Group or any Invested Entity or any other person, who at the sole discretion of the Board, has contributed to the Group, are eligible for Options under the Share Option Scheme
“Existing Scheme the existing scheme mandate limit under the Share Option Scheme Mandate Limit” refreshed by the Shareholders at the annual general meeting of the Company on 29 August 2011, which set out the maximum number of Options that may be granted by the Company to the Eligible Participants, being 10% of the issued share capital of the Company as at the date of such refreshment
“GEM” Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Grantees” collectively, the ED Grantees, the Other Director Grantees and the Other Grantees
“Group” the Company and all of its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent an independent committee of the Board, comprising all the Board Committee” independent non-executive Directors, to advise (i) the Shareholders other than the ED Grantees and their respective associates as to the fairness and reasonableness of the grant of Options to the ED Grantees; and (ii) the Independent Shareholders as to the fairness and reasonableness of the refreshment of Current General Mandate
“Independent Financial Grand Vinco Capital Limited, a wholly-owned subsidiary of Adviser” or “Vinco Capital” Vinco Financial Group Limited (Stock Code: 8340), a corporation licensed to carry out business in type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Current General Mandate

DEFINITIONS

“Independent Shareholders” Shareholders other than the controlling Shareholders and their respective associates or, if there is no controlling Shareholder, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates
“Invested Entity” any entity in which the Group holds an equity interest
“Latest Practicable Date” 27 March 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Mr. Hong” Mr. Hong Sze Lung, an executive Director and chief executive officer of the Company
“Mr. Wong” Mr. Wong Ka Wah, Albert, an executive Director and chairman of the Company
“New General Mandate” the general mandate proposed to be granted to the Directors at the EGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the share capital of the Company in issue on the date of the passing of the relevant ordinary resolution
“Options” the options granted under the Share Option Scheme to subscribe for Shares in accordance with the Share Option Scheme
“Other Director Grantees” Lau Wan Pui, Joseph, Law Chung Lam, Nelson, Kwong Yuk Lap, Chow Chi Fai, May Tai Keung, Nicholas and Tam Chak Chi, all being the Directors and Eligible Participant(s) to which, an aggregate of 15,000,000 Options are proposed to be granted under the Share Option Scheme, and the proposed grant of Options to them is subject to the Shareholders’ approval of the proposed refreshment of Existing Scheme Mandate Limit at the EGM
“Other Grantees” Grantees other than the ED Grantees and Other Director Grantees, all being Eligible Participant(s) to which, in aggregate of 53,000,000 Options are proposed to be granted under the Share Option Scheme, and the proposed grant of Options to them is subject to the Shareholders’ approval of the proposed refreshment of Existing Scheme Mandate Limit at the EGM
“PRC” the People’s Republic of China
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Share Option Scheme”	the share option scheme adopted by the Company on
	26 September 2010
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Price”	the price per Share at which a grantee may subscribe for Shares on
	the exercise of an Option under the Share Option Scheme
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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: Mr. Wong Ka Wah, Albert Mr. Hong Sze Lung

Non-executive Directors: Mr. Lau Wan Pui, Joseph Mr. Law Chung Lam, Nelson Mr. Kwong Yuk Lap

Independent non-executive Directors: Mr. May Tai Keung, Nicholas Mr. Tam Chak Chi Mr. Chow Chi Fai

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

Principal place of business in Hong Kong: 17/F., No.8 Wyndham Street Central, Hong Kong

28 March 2014

To the Shareholders

Dear Sir or Madam,

(1) GRANT OF OPTIONS TO ED GRANTEES;

(2) REFRESHMENT OF EXISTING SCHEME MANDATE LIMIT; (3) REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES; (4) RE-ELECTION OF DIRECTORS; AND

(5) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 21 February 2014 in relation to the proposed grant of Options to the Grantees and the proposed refreshment of Existing Scheme Mandate Limit.

The purpose of this circular is to provide you with information relating to (i) the proposed grant of Options to the ED Grantees; (ii) the proposed refreshment of the Existing Scheme Mandate Limit; (iii) the proposed grant of the New General Mandate; (iv) the proposed re-election of Directors; (v) the recommendation from the Independent Board Committee to (a) the Shareholders other than the ED Grantees and their respective associates on the proposed grant of Options to the ED Grantees, and (b) the Independent Shareholders on the proposed grant of the New General Mandate; (vi) the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, on the proposed grant of the New General Mandate; and (vii) the notice of EGM.

LETTER FROM THE BOARD

GRANT OF OPTIONS TO ED GRANTEES

On 21 February 2014, the Board had conditionally resolved to grant, among others, 30,000,000 Options to the following ED Grantees, under the Share Option Scheme:

Number of Options Name of Directors Capacity granted Wong Ka Wah, Albert Chairman and executive Director 15,000,000 Hong Sze Lung Chief executive officer and executive Director 15,000,000 Total 30,000,000	Approximate % to issued share capital of the Company as at the Latest Practicable Date 1.11% 1.11% 2.22%

As at the Latest Practicable Date, each of Mr. Wong and Mr. Hong did not hold any existing Options and the proposed grant of 15,000,000 Options to each of them would result in the securities issued and to be issued upon exercise of all Options already granted and to be granted to each of them in the 12-month period representing in aggregate over 1% of the relevant class of securities in issue. Pursuant to Rule 23.04(1) of the GEM Listing Rules, the grant of Options to the ED Grantees has been approved by all the independent non-executive Directors on 21 February 2014.

In accordance with Rule 23.03(4) of the GEM Listing Rules, (i) the grant of Options to Mr. Wong is subject to the approval of the Shareholders other than Mr. Wong and his associates at the EGM; whereas (ii) the grant of Options to Mr. Hong is subject to the approval of the Shareholders other than Mr. Hong and his associates at the EGM.

Further, as the balance of the Existing Scheme Mandate Limit is insufficient to cover the grant of Options to the Grantees (including the ED Grantees) (details of the grant of Options to the Other Director Grantees and Other Grantees are disclosed in the announcement of the Company dated 21 February 2014), the Board has resolved to seek approval of the Shareholders for the proposed refreshment of Existing Scheme Mandate Limit pursuant to Rule 23.03(3) of the GEM Listing Rules, details of which are set out in the paragraph headed “Refreshment of Existing Scheme Mandate Limit” below.

Terms of the Options

Subject to the approval of the Shareholders other than (i) Mr. Wong and his associates, or (ii) Mr. Hong and his associates (as the case may be) to be obtained by the Company on the proposed grant of Options to ED Grantees and the Shareholders’ approval to be obtained by the Company on the proposed refreshment of Existing Scheme Mandate Limit, the Options will be granted in accordance with the terms of the Share Option Scheme and summary of the principal terms of the Options are set out below:

LETTER FROM THE BOARD

(a) Duration and the condition

The Options have a life of five years from 21 February 2014, being the Date of Grant, and exercisable upon obtaining the Independent Shareholders’ approval and there is no minimum period for which the Options must be held before it can be exercised. There is no special condition or specific performance target to be fulfilled before the Options can be exercised.

(b) Subscription Price

The Options are exercisable at the Subscription Price of HK$0.26 per Share, which is the highest of (i) the closing price of HK$0.26 per Share as quoted in the Stock Exchange’s daily quotation sheet on the Date of Grant; (ii) the average closing price of HK$0.2394 per Share as quoted in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of HK$0.01 per Share.

(c) Other rights attaching to the Options

Other than the right to subscribe for Shares at the Subscription Price, there is no voting, dividend, transfer or any other rights, including those arising on a liquidation of the Company, attaching to the securities and (if appropriate) any such rights attaching to the Options themselves.

(d) Reasons and consideration for the grant of Options to ED Grantees

Mr. Wong became an executive Director since 9 August 2012 and was appointed as chief executive officer on 11 September 2013 and subsequently re-designated as chairman of the Company on 18 October 2013. Mr. Hong joined the Company since September 2012 as chief operating officer of the Company and was appointed executive Director and chief executive officer on 18 October 2013. Being the only executive Directors, both Mr. Wong and Mr. Hong are responsible for exploring and developing a variety of businesses of the Group in particular the coal related business and iron ore trading business. The 15,000,000 Options are respectively proposed to be granted to each of them in recognition of their outstanding performance in development and management of the business of the Group and as an incentive for their commitment and contribution to the Group in the future. With their experience and devotion to the business of the Group as well as their business networks in the related industries, they brought business opportunities to the Group and leading to the continuing expansion and diversification of the Group’s business.

Regarding the proposed acquisition of 49% interest in a coal trading center in Guizhou Province, the PRC (details of the proposed acquisition were set out in the Company’s announcement dated 17 January 2014), both Mr. Wong and Mr. Hong have studied the feasibility of the said acquisition and are actively negotiating with the vendors who are the ultimate beneficial owners of the 49% interest in the coal trading center in relation to the terms of the said acquisition.

The Board considered that the contributions from both Mr. Wong and Mr. Hong are the most outstanding and significant in the Group and the proposed grant of the 15,000,000 Options to each of them is the most appropriate way to give additional motivation to Mr. Wong and Mr. Hong and to retain their employments with the Company to promote stability and business continuity of the Group as a whole.

LETTER FROM THE BOARD

The consideration payable on acceptance of the 15,000,000 Options by each of Mr. Wong and Mr. Hong is HK$1.00.

GEM Listing Rules implications

The 15,000,000 Shares to be issued upon exercise in full of the 15,000,000 Options granted to each of Mr. Wong and Mr. Hong, respectively representing approximately 1.11% of the total issued share capital of the Company as at the Latest Practicable Date. The Shares falling to be issued upon exercise of the Options granted and the Options to be granted to all Grantees will not exceed 30% of the issued share capital of the Company.

Pursuant to Rule 23.03(4) of the GEM Listing Rules, as the total number of Shares issued and to be issued upon exercise of the Options to be granted to each of Mr. Wong and Mr. Hong in 12-month period exceed 1% of the Shares in issue, such grant must be separately approved by the Shareholders at the EGM with (i) Mr. Wong and his associates abstaining from voting on ordinary resolution no.2 as set out in the notice of EGM on page 40 of this circular to be proposed; and (ii) Mr. Hong and his associates abstaining from voting on ordinary resolution no.3 as set out in the notice of EGM on page 40 of this circular to be proposed.

In this regard, Mr. Hong who is beneficially interested in 8,992,000 Shares, representing approximately 0.67% of the total issued Shares as at the Latest Practicable Date, will abstain from voting in favour of the resolution to approve the grant of Options to Mr. Hong at the EGM to be convened. Save as disclosed, Mr. Hong does not have any other interests in any Shares or underlying shares of the Company. Mr. Wong did not hold any Shares or underlying Shares in the Company. As at the Latest Practicable Date, the Shareholders who are required to abstain from voting in favour of the resolutions on the proposed grant of Options to the ED Grantees at the EGM had no intention to vote against the resolution on the proposed grant of Options to Mr. Wong and Mr. Hong.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, there is no voting trust or other agreement or arrangement or understanding entered into by or binding upon any such Shareholder; and there is no obligation or entitlement of any such Shareholder as at the date by reference to which disclosure of the shareholding of any such shareholder is made in this circular, whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

REFRESHMENT OF EXISTING SCHEME MANDATE LIMIT

The Share Option Scheme

The Company adopted the Share Option Scheme by way of written resolutions of the then Shareholders of the Company on 26 September 2010 whereby the Directors were authorised to grant Options to Eligible Participants. The purpose of the Share Option Scheme is to enable the Company to grant Options to Eligible Participants as incentives or rewards for their contributions to the Group, and to encourage Eligible Participants to perform their best in achieving goals of the Group.

LETTER FROM THE BOARD

The Existing Scheme Mandate Limit

On 29 August 2011, the Existing Scheme Mandate Limit was approved by a resolution of the Shareholders at the annual general meeting of the Company pursuant to which the Directors were allowed to grant further options under the Share Option Scheme and other share option schemes carrying the right to subscribe for a maximum of 66,240,000 Shares.

The refreshment of Existing Scheme Mandate Limit

A total of 39,000,000 Options have been granted under the Share Option Scheme pursuant to the Existing Scheme Mandate Limit up to the Latest Practicable Date, representing approximately 58.88% of the aggregate number of Shares which may be allotted and issued under the Existing Scheme Mandate Limit. The balance of 27,240,000 Options which may be granted pursuant to the Existing Scheme Mandate Limit is insufficient for the proposed grant of 98,000,000 Options to all Grantees. Details of the grant of Options to all Grantees are disclosed in the announcement of the Company dated 21 February 2014.

As at the Latest Practicable Date, the total issued share capital of the Company is 1,349,144,000 Shares. Under the GEM Listing Rules and subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Existing Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the aforesaid Shareholders’ approval. The Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised Options) will not be counted for the purpose of calculating the limit as “refreshed”.

In light of the proposed grant of 30,000,000 Options to the ED Grantees and 68,000,000 Options to the Other Director Grantees and Other Grantees and to enable the Company to grant further Options to other Eligible Participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and Shareholders as a whole, the Board proposes to refresh the Existing Scheme Mandate Limit to the effect that the maximum number of Share which may be issued upon the exercise of all the Options to be granted under the Existing Scheme Mandate Limit as refreshed will be 134,914,400 Shares (assuming no further issue or purchase of Shares prior to the EGM), representing 10% of the issued share capital of the Company as at the date of the approval of the proposed refreshment of Existing Scheme Mandate Limit by the Shareholders at the EGM, such that the Shares which may be issued upon the exercise of all the Options proposed to be granted to all Grantees would not be exceeding 10% of the Shares in issue as at the date of the EGM.

As at the Latest Practicable Date, there are 59,000,000 Options remained outstanding (excluding the grant of Options to all Grantees), representing approximately 4.37% of the issued share capital of the Company. The total number of Shares which may be issued upon exercise of the “refreshed” Existing Scheme Mandate Limit of 134,914,400 Shares (including the grant of 98,000,000 Options to all Grantees) together with all outstanding Options as at the Latest Practicable Date carrying the right to subscribe for 59,000,000 Shares is 193,914,400 Shares, representing approximately 14.37% of the total number of Shares in issue as at the date of EGM. No Options may be granted if this will result in the number of Shares which may be issued upon exercise of all Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company exceeds the 30% limit.

LETTER FROM THE BOARD

The Board considers that the proposed refreshment of Existing Scheme Mandate Limit is in the interests of the Company to permit the granting of further Options so as to provide incentives to, and recognise the contributions of, the Eligible Participants and to facilitate the proposed grant of Options to Grantees. The Board therefore decided to seek the approval of the Shareholders at the EGM to refresh the Existing Scheme Mandate Limit.

Conditions of the refreshment of Existing Scheme Mandate Limit

The refreshment of Existing Scheme Mandate Limit is conditional upon:

(i) the passing of an ordinary resolution by Shareholders to approve the refreshment of Existing Scheme Mandate Limit at the EGM; and
(ii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of passing the resolution of refreshment of Existing Scheme Mandate Limit at the EGM) which may fall to be issued upon the exercise of the Options to be granted under the Share Option Scheme and any other share option schemes of the Company.

Application will be made to the Stock Exchange for the listing of, and permission to deal in the Shares, representing 10% of the Shares in issue at the EGM, which may fall to be issued upon the exercise of the Options that may be granted under the refreshed Existing Scheme Mandate Limit.

REFRESHMENT OF CURRENT GENERAL MANDATE

Current General Mandate

At the AGM, the Shareholders approved, among other things, an ordinary resolution for granting to the Directors the Current General Mandate to allot and issue not more than 199,849,600 Shares, being 20% of the entire issued share capital of the Company of 999,248,000 Shares as at the date of passing of the relevant resolution. During the period from the granting of the Current General Mandate to the Latest Practicable Date, the Current General Mandate had been utilised as to (i) 58,824,000 Shares issued pursuant to the subscription agreement dated 18 January 2014 and entered into between the Company and Mr. Guo Wenqing; (ii) 52,624,000 Shares issued pursuant to the subscription agreement dated 20 January 2014 and entered into between the Company and Ms. Li Junfeng; and (iii) 45,448,000 Shares and 38,456,000 unlisted warrants issued pursuant to the subscription agreement dated 28 February 2014 and entered into between the Company and Greatdeal Trading Limited.

During the period from the grant of the Current General Mandate to the Latest Practicable Date, approximately 97.75% of the Current General Mandate has been utilised. As at the Latest Practicable Date, the Company has not made any refreshment of the Current General Mandate since the AGM.

LETTER FROM THE BOARD

Proposed refreshment of Current General Mandate

The Company will convene the EGM at which ordinary resolutions will be proposed to the Independent Shareholders that the Directors be granted the general mandate to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant ordinary resolutions at the EGM.

As at the Latest Practicable Date, the Company has (i) 157,000,000 outstanding Options granted under the Share Option Scheme (including the proposed grant of 30,000,000 Options to ED Grantees and 68,000,000 Options to Other Director Grantees and Other Grantees); (ii) 130,000,000 unlisted warrants issued on 6 September 2013; and (iii) 38,456,000 unlisted warrants issued on 7 March 2014 pursuant to subscription agreement dated 28 February 2014. Save as disclosed above, there are no other outstanding derivatives, options, warrants and conversion rights and other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

The New General Mandate will expire at the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles of Association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company prior to the next annual general meeting of the Company.

Reasons for the refreshment of Current General Mandate

The Company is an investment holding company and the Group is principally engaged in the manufacture and sale of fresh and dried noodles, investment in coal trading business and trading of natural resources and commodities.

The Company’s business plan is to utilise the business network built in the past in relation to the trading of coal and iron ore in order to explore appropriate business investment opportunities for the Company in these areas. The Group will continue to identify new sources of supplies and expand and maintain its customer base in the trading business both in the PRC and internationally. Apart from the coal and iron ore trading businesses, the Group also plans to utilise its expertise in relation to the coal business by tapping into the investment in commodities trading centers.

In choosing future investments/business opportunities, the Group will focus mainly on those related to the existing business products. Nevertheless, the Group will also consider to diversify to other businesses should there be any expected reasonable return from those businesses. In deciding the nature of potential investments or businesses, the Group will take into consideration factors like the existing availability of expertise, resources and the potential growth of those projects as well as any synergy effect to the existing business(es).

LETTER FROM THE BOARD

On 17 January 2014, Eminent Along Limited (“ Eminent Along ”), an indirect wholly-owned subsidiary of the Company, entered into a non-legally binding memorandum of understanding with the relevant vendors in relation to the possible acquisition (“ Possible Acquisition ”) of the entire equity interests of Guangzhou Shouchuang Investment Limited (the “ Target Company ”), being a company established in the PRC with limited liability. On 6 January 2014, the Target Company entered into a share transfer agreement (the “ Share Transfer Agreement ”) with Tianjin Bangchuang Investment Consultancy Limited (“ Tianjin Bangchuang ”), pursuant to which the Target Company has agreed to purchase and Tianjin Bangchuang has agreed to sell 49% equity interest in AVIC Southern Coal Trading Center Limited (“ Project Company ”), being a company incorporated in the PRC with limited liability and is principally engaged in the operation of a coal trading center in Guizhou Province, the PRC. Details of the Possible Acquisition were disclosed in the announcement of the Company dated 17 January 2014. The Board believes that should the Possible Acquisition be materialised, the Group can utilise its expertise and resources in relation to its existing coal trading business for the development of the coal trading centre business, which will bring along synergy effect to the Group’s business integration.

The consideration of the Possible Acquisition is RMB5 million. Subject to further negotiation, an arranger fee may be chargeable in relation to the Possible Acquisition. The consideration and the arranger fee in relation to the Possible Acquisition shall be payable by Eminent Along in cash or by Eminent Along procuring the Company to allot and issue new Shares, or a combination of any of the above or any other kind of consideration. As at the Latest Practicable Date, the payment method for the consideration and the amount and payment terms of the arranger fee in relation to the Possible Acquisition are still pending to be finalized. In the event that any part of the consideration and/or arranger fee in relation to the Possible Acquisition is payable by Eminent Along procuring the Company to allot and issue new Shares, the Company will comply with the relevant requirements under the GEM Listing Rules. Further, according to the latest due diligence exercise conducted by the Company on the Target Company, the Target Company may be obliged to make an estimated capital commitment of RMB44 million to the Project Company. This capital commitment represents the outstanding amount of the registered capital that shall be contributed by the Target Company to the Project Company pursuant to the Share Transfer Agreement. As the Company is still in the course of negotiating the formal agreement in relation to the Possible Acquisition, the Company’s capital commitment to the Target Company and the timing for the contribution are still pending to be finalized. However, in the event that such capital commitment obligation arises on the part of the Target Company and subject to the completion of the Possible Acquisition, the board is of the view that the refreshment of the Current General Mandate would enable the Group to respond in a timely manner to meet the possible capital commitment when in need. The Group is still in the course of conducting its due diligence checking on the Target Company. No definitive agreement in relation to the Possible Acquisition has been entered into by the Group up to the Latest Practicable Date. If a formal agreement in relation to the Possible Acquisition is entered into, the Possible Acquisition may constitute a notifiable transaction on the part of the Company pursuant to Chapter 19 of the GEM Listing Rules. In this regard, the Company will comply with the reporting, disclosure and/or Shareholders’ approval requirements under the GEM Listing Rules.

On 21 March 2014, the Company entered into a project investment agreement (“ Project Investment Agreement ”) in relation to, among others, the Company’s potential participation (the “ Potential Project Investment ”) as a strategic investor in a project in connection with the proposed establishment and operation of a commodity trading center named Guizhou Qian Lang Commodity Trading Center 貴州乾朗大宗商品交易中心 in Yunyan District of Guiyang in the Guizhou Province, the

LETTER FROM THE BOARD

PRC (subject to final approval from the relevant government authority) for trading mainly iron and steel. Details of the Potential Project Investment were disclosed in the announcement of the Company dated 21 March 2014. As at the Latest Practicable Date, the Company does not have any financial commitment under the Project Investment Agreement. No definitive agreement in relation to the Potential Project Investment has been entered into by the Group up to the Latest Practicable Date.

Save for the Possible Acquisition and the Potential Project Investment, the Company was not in negotiation of any other investment opportunities.

Taking into account the facts (i) approximately 97.75% of the Current General Mandate has been utilised; (ii) the remaining number of Shares authorised to be allotted, issued and dealt with under the Current General Mandate (being 4,497,600 Shares) represented only approximately 0.33% of the entire issued share capital of the Company as at the Latest Practicable Date; (iii) it is expected that the next annual general meeting of the Company will only be held in August 2014, which is about five months away from the Latest Practicable Date; and (iv) the business development plans of the Group as discussed above, the Board considers that the refreshment of the Current General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole by increasing the financial flexibility which is essential for fulfilling any possible funding needs or settlement methods for future business development and/or investment decisions.

The unaudited bank and cash balances of the Group as at 30 September 2013 amounted to approximately HK$19.9 million. The Company will consider different ways of raising funds depends on the cost and timing in different situation. In a shorter run, the Company’s intention in conducting fund raising activities is by way of issuing equity capital or debt financing with acceptable finance cost terms. In a longer run, the Company intends to raise funds through bank financing and internal resources. Having considered that pre-emptive fund raising such as right issue or open offer are subject to lengthy process to identify appropriate underwriter(s) and to reach mutually agreed subscription price and involves substantial cost related to underwriting commission, which will normally take approximately two to three months to conduct and complete the pre-emptive fund raising activity and the cost will approximately be 4% of the gross proceeds by making reference to the general market practice, the Directors consider that the proposed grant of the New General Mandate, which will normally take approximately three to four weeks to complete the refreshment of the Current General Mandate, is a less costly and time-consuming fund-raising alternative which enables the Company to respond in a timely and effective manner to changes in the market and to take advantage of any material investment opportunity efficiently for the benefit of the Company and its Shareholders as a whole. Furthermore, the maximum dilution effect on the shareholding is limited to 20% of the existing issued share capital of the Company as at the date of EGM or 16.67% of the enlarged issued share capital of the Company immediately upon full utilisation of the New General Mandate.

Taking into account that (i) the refreshment of the Current General Mandate will provide an alternative to increase the amount of capital which may be raised under the New General Mandate; (ii) the refreshment of the Current General Mandate provides more flexibility and options of financing to the Group for future business development as well as for other potential future investments as and when such opportunities arise; and (iii) the shareholding interests of all the Shareholders will be decreased in proportion to their respective shareholdings upon any utilisation of the New General Mandate assuming that none of the new Shares to be issued under the New General Mandate will be issued to any of the existing Shareholders, the Board considers that the potential dilution of shareholdings of the public Shareholders is justifiable.

LETTER FROM THE BOARD

Set out below are the equity fund raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

Date of	Date of	Event	Net proceeds	Intended use of	Actual use of
announcement	completion			proceeds	proceeds
3 May 2013	6 September 2013	Placing of bonds in	Approximately	To settle part of the	Used as intended
		an aggregate principal	HK$78.4 million	cash portion of the
		amount of HK$80		consideration for the
		million and issue of		acquisition of Digital
		130,000,000 unlisted		Rainbow Holdings
		warrants		Limited
19 January 2014	29 January 2014	Subscription of	Approximately	To be used for the	Used for
		58,824,000 Shares under	HK$9.9 million	general working	general working
		the Current General		capital and to fund the	capital, such as
		Mandate		acquisition of equity	administration
				interests in potential	expenses, general
				business(es)	trading activities
					and finance costs
					payment
20 January 2014	29 January 2014	Subscription of	Approximately	To be used for the	Approximately
		52,624,000 Shares under	HK$9.9 million	general working	HK$1.3 million
		the Current General		capital and to fund the	used for general
		Mandate		acquisition of equity	working
				interests in potential	capital, such as
				business(es)	administration
					expenses, general
					trading activities
					and finance
					costs payment,
					the remaining
					proceeds will be
					used for general
					working capital
					and to fund the
					acquisition of
					equity interests
					in potential
					business(es)
28 February 2014	7 March 2014	Subscription of	Approximately	To be used for the	To be used as
		45,448,000 Shares and	HK$9.9 million	general working capital	general working
		issue of 38,456,000			capital
		unlisted warrants under
		the Current General
		Mandate

Save as disclosed above, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

In view of the above, the Directors consider that the refreshment of Current General Mandate is in the best interests of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

As at the Latest Practicable Date, save for the Possible Acquisition as disclosed in the announcement of the Company dated 17 January 2014, the potential issue of new Shares for settlement of consideration and/or other related fee in relation to the Possible Acquisition, and the Potential Project Investment as disclosed in the announcement of the Company dated 21 March 2014, the Company was not in negotiation of any investment opportunities or any arrangement or understanding in respect of any fund raising exercise.

Possible dilution on shareholdings of the Company

Set out below is a table showing the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) for illustrative purpose, upon full utilisation of the New General Mandate, assuming no other Shares are issued and/or repurchased by the Company; and (iii) for illustrative purpose, upon full utilisation of the New General Mandate, assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/or repurchased by the Company:

Shareholders Conrich Investments Limited Fastray Investments Limited Director Mr. Hong Sze Lung Public Shareholders Greatdeal Trading Limited Mega World Resources Limited Other existing public Shareholders Subtotal Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date Number Approximate of Shares percentage (%) 306,880,000 22.74 35,840,000 2.66 8,992,000 0.67 45,448,000 3.37 – – 951,984,000 70.56 1,349,144,000 100.00 – – 1,349,144,000 100.00	Upon full utilisation of the New General Mandate (assuming that no other Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM) Number Approximate of Shares percentage (%) 306,880,000 18.95 35,840,000 2.21 8,992,000 0.56 45,448,000 2.81 – – 951,984,000 58.80 1,349,144,000 83.33 269,828,800 16.67 1,618,972,800 100.00	Upon full utilisation of the New General Mandate (assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/ or repurchased by the Company) Number Approximate of Shares percentage (%) 306,880,000 16.85 35,840,000 1.97 8,992,000 0.49 83,904,000 4.61 130,000,000 7.14 951,984,000 52.27 1,517,600,000 83.33 303,520,000 16.67 1,821,120,000 100.00	Upon full utilisation of the New General Mandate (assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/ or repurchased by the Company) Number Approximate of Shares percentage (%) 306,880,000 16.85 35,840,000 1.97 8,992,000 0.49 83,904,000 4.61 130,000,000 7.14 951,984,000 52.27 1,517,600,000 83.33 303,520,000 16.67 1,821,120,000 100.00
				83.33 16.67
				100.00

LETTER FROM THE BOARD

The maximum dilution effect on the shareholding is limited to 20% of the existing issued share capital of the Company as at the date of EGM or 16.67% of the enlarged issued share capital of the Company immediately upon full utilisation of the New General Mandate.

GEM Listing Rules implications

As at the Latest Practicable Date, Mr. Hong is beneficially interested in 8,992,000 Shares, representing approximately 0.67% of the total issued share capital of the Company. Save for Mr. Hong, none of the Directors and the chief executive of the Company, and their respective associates hold any Shares or underlying Shares in the Company. As such, Mr. Hong and his associates are required to abstain from voting on the resolutions to approve the granting and extension of the New General Mandate at the EGM.

RE-ELECTION OF DIRECTORS

According to Article 83(3), any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. As such, Mr. Hong Sze Lung, Mr. Lau Wan Pui, Joseph, Mr. Law Chung Lam, Nelson, Mr. Kwong Yuk Lap, Mr. May Tai Keung, Nicholas, Mr. Tam Chak Chi and Mr. Chow Chi Fai will retire at the EGM and, being eligible, offer themselves for re-election at the EGM.

The biographical details of the retiring Directors are set out in the Appendix to this circular.

EGM

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder, Director, chief executive and their respective associates are required to abstain from voting on the resolutions in relation to the refreshment of the Existing Scheme Mandate Limit and the re-election of Directors to be proposed at the EGM.

All the resolutions proposed to be approved at the EGM will be taken by way of poll pursuant to the GEM Listing Rules and an announcement on the results of the EGM will be made by the Company after the EGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

The notice convening the EGM is set out on pages 40 to 43 of this circular. At the EGM, ordinary resolutions will be proposed to approve (i) the grant of Options to ED Grantees; (ii) the refreshment of Existing Scheme Mandate Limit; (iii) the grant and extension of the New General Mandate; and (iv) the

LETTER FROM THE BOARD

re-election of Directors. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the EGM, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same to the Hong Kong branch share registrar and transfer office of the Company, 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 adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprises Mr. May Tai Keung, Nicholas, Mr. Tam Chak Chi and Mr. Chow Chi Fai, being all the independent non-executive Directors. It has been established to advise (i) the Shareholders other than the ED Grantees and their respective associates on the grant of Options to ED Grantees; and (ii) the Independent Shareholders on the grant of the New General Mandate.

Vinco Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate.

RECOMMENDATIONS

The Directors consider the grant of Options to ED Grantees; the refreshment of Existing Scheme Mandate Limit; the granting and extension of the New General Mandate; and the re-election of Directors are in the interest of the Company and the Shareholders as a whole and accordingly recommend the Shareholders, the Shareholders other than the ED Grantees and their respective associates and the Independent Shareholders (as the case may be) to vote in favour of the resolutions to be proposed at the EGM.

The Independent Board Committee considers that the granting of Options to ED Grantees and, having taken into account the advice of Independent Financial Adviser, the granting of the New General Mandate are fair and reasonable so far as the Shareholders other than the ED Grantees and their respective associates and the Independent Shareholders (as the case may be) are concerned and accordingly recommends (i) the Shareholders other than the ED Grantees and their respective associates to vote in favour of the resolutions to be proposed at the EGM for approving the grant of Options to ED Grantees; and (ii) the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM for approving the grant of the New General Mandate.

GENERAL INFORMATION

Your attention is drawn to the Letter from Vinco Capital set out on pages 21 to 34 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the grant of the New General Mandate and the Letter from the Independent Board Committee set out on page 19 to 20 of this circular which contains its recommendation to the Shareholders other than the ED Grantees and their respective associates and the Independent Shareholders (as the case may be) in relation to the grant of Options to ED Grantees and the grant of the New General Mandate.

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Shareholders other than the ED Grantees and their respective associates in relation to the proposed grant of Options to ED Grantees and the Independent Shareholders in relation to the proposed refreshment of the Current General Mandate:

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

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

28 March 2014

To the Shareholders other than the ED Grantees and their respective associates

and the Independent Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF OPTIONS TO ED GRANTEES; AND (2) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We have been appointed as the Independent Board Committee to consider and advise you on in connection with the proposed grant of Options to ED Grantees and the proposed refreshment of the Current General Mandate, details of which are set out in the circular dated 28 March 2014 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms defined in the Circular will have the same meanings when used herein unless the context otherwise requires.

GRANT OF OPTIONS TO ED GRANTEES

We wish to draw your attention to the Letter from the Board in respect of the grant of Options to ED Grantees as set out on pages 6 to 8 of the Circular.

Having considered the contributions of Mr. Wong and Mr. Hong to the growth of the Group in the past and as an incentive for their continuing commitments and contributions of the Group in the future, we consider that the terms of the grant of Options to each of Mr. Wong and Mr. Hong to be fair and reasonable so far as the Shareholders other than the ED Grantees and their respective associates are concerned and are in the interests of the Company and the Shareholders other than the ED Grantees and their respective associates as a whole.

Accordingly, we recommend you to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the grant of Options to ED Grantees.

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

REFRESHMENT OF CURRENT GENERAL MANDATE

Further, we wish to draw your attention to the Letter from the Board in respect of the refreshment of Current General Mandate as set out on pages 10 to 16 of the Circular and the Letter from Vinco Capital as set out on pages 21 to 34 of the Circular.

Having taken into account the principal factors and reasons considered by the Independent Financial Adviser, its conclusion and advice, we concur with the view of the Independent Financial Adviser and consider the refreshment of Current General Mandate is in the interests of the Company and the Independent Shareholders as a whole, and the terms of the refreshment of Current General Mandate are fair and reasonable and are on the ordinary and usual course of business so far as the Independent Shareholders are concerned.

Accordingly, we recommend you to vote in favour of the ordinary resolutions in relation to the refreshment of Current General Mandate to be proposed at the EGM.

Yours faithfully, Independent Board Committee Mr. May Tai Keung, Nicholas Mr. Tam Chak Chi Independent non-executive Directors

Mr. Chow Chi Fai

LETTER FROM VINCO CAPITAL

The following is the text of a letter of advice from Vinco Capital to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Current General Mandate which has been prepared for the purpose of incorporation in this circular:

==> picture [54 x 35] intentionally omitted <==

Grand Vinco Capital Limited Units 4909-4910, 49/F., The Center 99 Queen’s Road Central, Hong Kong

28 March 2014

To the Independent Board Committee and the Independent Shareholders of Wealth Glory Holdings Limited

Dear Sirs and Madams,

REFRESHMENT OF CURRENT GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders with respect to the refreshment of Current General Mandate, details of which are set out in the Letter from the Board contained in the circular issued by the Company to the Shareholders dated 28 March 2014 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

LETTER FROM VINCO CAPITAL

As at the Latest Practicable Date, the Company had an aggregate of 1,349,144,000 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the New General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 269,828,800 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date. As at the Latest Practicable Date, the Company has (i) 157,000,000 outstanding Options granted under the Share Option Scheme (including the proposed grant of 30,000,000 Options to ED Grantees and 68,000,000 Options to Other Director Grantees and Other Grantees); (ii) 130,000,000 unlisted warrants issued on 6 September 2013; and (iii) 38,456,000 unlisted warrants issued on 7 March 2014 pursuant to subscription agreement dated 28 February 2014. Save as disclosed above, there are no other outstanding derivatives, options, warrants and conversion rights and other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Pursuant to Rule 17.42A(1) of the GEM Listing Rules, the New General Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolutions. Since the Company has no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolutions at the EGM. As at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their respective associates have any intention to vote against the relevant resolutions at the EGM in relation to the New General Mandate. Further, as at the Latest Practicable Date, Mr. Hong is beneficially interested in 8,992,000 Shares, representing approximately 0.67% of the total issued share capital of the Company. Save for Mr. Hong, none of the Directors and the chief executive of the Company, and their respective associates hold any Shares or underlying Shares in the Company. As such, Mr. Hong and his associates are required to abstain from voting on the resolutions to approve the granting and extension of the New General Mandate at the EGM.

The Independent Board Committee comprises Mr. May Tai Keung, Nicholas, Mr. Tam Chak Chi and Mr. Chow Chi Fai, being all the independent non-executive Directors, has been established to advise (i) the Shareholders other than the ED Grantees and their respective associates on the grant of Options to ED Grantees; and (ii) the Independent Shareholders on the grant of the New General Mandate. We have been appointed, and approved by the Independent Board Committee, as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate.

In our capacity as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders for the purposes of the GEM Listing Rules, our role is to give an independent opinion as to whether the granting and extension of the New General Mandate are in the interests of the Company and the Shareholders as a whole, are fair and reasonable so far as the Shareholders are concerned, and whether the Independent Board Committee should recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM for approving the grant of the New General Mandate.

LETTER FROM VINCO CAPITAL

BASIS OF OUR OPINION AND RECOMMENDATION

In formulating our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Current General Mandate, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete up to and including the date of the EGM and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed.

We consider that we have been provided with, and we have reviewed sufficient information to reach an informed view, to justify relying on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. We have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospects.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the refreshment of Current General Mandate, as referred to in Rule 17.92 of the GEM Listing Rules (including the notes thereof) in formulating our opinion and recommendation.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the terms of the refreshment of Current General Mandate and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

LETTER FROM VINCO CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED IN RELATION TO THE REFRESHMENT OF CURRENT GENERAL MANDATE

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Current General Mandate, we have considered the principal factors and reasons set out below:

Background to and reasons for the refreshment of Current General Mandate

In order to provide a flexible means for the Company to raise further funds through the issue of new Shares for its future business development if and when an opportunity arises, the Company will convene the EGM at which ordinary resolutions will be proposed to the Independent Shareholders that the Directors be granted the general mandate to allot and issue Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant ordinary resolution at the EGM.

LETTER FROM VINCO CAPITAL

In order to allow for flexibility to raise further capital to finance further investments and/or for future business development and/or opportunities to be identified by the Company, the Company wishes to seek approval of the Independent Shareholders at the EGM to grant the New General Mandate to the Directors. On 17 January 2014, Eminent Along Limited (“Eminent Along”), an indirect wholly-owned subsidiary of the Company, entered into a non-legally binding memorandum of understanding with the relevant vendors in relation to the possible acquisition (“Possible Acquisition”) of the entire equity interests of Guangzhou Shouchuang Investment Limited (the “Target Company”), being a company established in the PRC with limited liability. On 6 January 2014, the Target Company entered into a share transfer agreement (“Share Transfer Agreement”) with Tianjin Bangchuang Investment Consultancy Limited (“Tianjin Bangchuang”), pursuant to which the Target Company has agreed to purchase and Tianjin Bangchuang has agreed to sell 49% equity interest in AVIC Southern Coal Trading Center Limited (“Project Company”), being a company incorporated in the PRC with limited liability and is principally engaged in the operation of a coal trading centre in Guizhou Province, the PRC. Details of the Possible Acquisition were disclosed in the announcement of the Company dated 17 January 2014. As stated in the Letter from the Board, the consideration of the Possible Acquisition is RMB5 million. In addition, subject to further negotiation, an arranger fee may be chargeable in relation to the Possible Acquisition. The consideration and the arranger fee in relation to the Possible Acquisition shall be payable by Eminent Along in cash or by Eminent Along procuring the Company to allot and issue new Shares, or a combination of any of the above or any other kind of consideration. As at the Latest Practicable Date, the payment method for the consideration and the amount and payment terms of the arranger fee in relation to the Possible Acquisition are still pending to be finalized.

As discussed with the Directors and after reviewing the Share Transfer Agreement in relation to the Possible Acquisition, we noted that should the Possible Acquisition be carried out as planned, apart from the consideration and the arranger fee, the Target Company may be obliged to make an estimated capital commitment of RMB44 million to the Project Company. This capital commitment represents the outstanding amount of the registered capital that shall be contributed by the Target Company to the Project Company pursuant to the Share Transfer Agreement. In the event that such capital commitment obligation arises on the part of the Target Company and subject to the completion of the Possible Acquisition, the Directors consider that the refreshment of the Current General Mandate would enable the Group to respond in a timely manner to meet the possible capital commitment when in need, and believes that should the Possible Acquisition be materialised, the Group can utilise its expertise and resources in relation to its existing coal trading business for the development of the coal trading centre business, which will bring along synergy effect to the Group’s business integration.

LETTER FROM VINCO CAPITAL

As at the Latest Practicable Date, out of the gross proceeds of approximately HK$30 million raised from the previous three equity fund raising activities, approximately HK$11.2 million has been used as working capital. Given that the Possible Acquisition may be completed by 17 April 2014, which may be extended if mutually agreed by the Company and the vendors, and the Group’s available resources, we consider that the Group has an imminent funding needs mainly for fulfilling its obligation of financing the Possible Acquisition. As advised by the Directors, the Company will make further or relevant announcements in accordance with the requirements under the GEM Listing Rules.

On 21 March 2014, the Company entered into a project investment agreement (“Project Investment Agreement”) in relation to, among others, the Company’s potential participation (the “Potential Project Investment”) as a strategic investor in a project in connection with the proposed establishment and operation of a commodity trading center named Guizhou Qian Lang Commodity Trading Center (貴州乾朗大宗商品交易中心) in Yunyan District of Guiyang in the Guizhou Province, the PRC (subject to final approval from the relevant government authority) for trading mainly iron and steel. Details of the Potential Project Investment were disclosed in the announcement of the Company dated 21 March 2014. As confirmed by the Directors, as at the Latest Practicable Date, the Company does not have any financial commitment under the Project Investment Agreement and no definitive agreement in relation to the Potential Project Investment has been entered into by the Group.

Other than raising fund by way of issuing equity capital, the Directors will consider other financing methods such as bank financing, debt financing and funding through internal resources in order to meet its financing requirements arising from future development of the Group, depending on the then financial position, capital structure and cost of funding of the Group and the then market condition. In a shorter run, the Company’s intention in conducting fund raising activities is by way of issuing equity capital or debt financing with acceptable finance cost terms. In a longer run, the Company intends to raise funds through bank financing and internal resources. The New General Mandate can be an important avenue of resources to the Company since it is a way of equity financing which (1) will not incur interest payment obligation on the Company as compared with bank financing; and (2) is less costly and time-consuming when compared to other types of equity financing, e.g. rights issue or open offer, for which a longer time span is expected for the completion and substantial cost related to underwriting commission is expected to be incurred. Given that the Group has loss-making financial results in recent years, the Company may also have difficulties in obtaining bank financing or other debt financing with terms acceptable to the Company. As confirmed by the Directors, the New General Mandate can provide another alternative to the Directors to finance the Group’s businesses and the Directors will use the method which serves the best interest of the Group.

Taking into account of the above, we consider that it is a sensible consideration to make reference to the then financial position of the Group in order to decide on a financing method for the future development of the Group. Having considered that pre-emptive fund raising such as rights issue or open offer are subject to lengthy process to identify appropriate underwriter(s) and to reach mutually agreed subscription price and involves substantial cost related to underwriting commission, which will normally take approximately two to three months to conduct and complete the pre-emptive fund raising activity and the cost will approximately be 4% of the gross proceeds by making reference to the general market practice, the Directors consider that the proposed grant of the New General Mandate is less uncertain and time consuming, which will normally take approximately three to four weeks to complete the refreshment of the Current General Mandate. As disclosed by the Directors, the Company did not conduct any preemptive fund raising activities since its initial listing on GEM.

LETTER FROM VINCO CAPITAL

Moreover, we have discussed with the Directors and reviewed the business plan of the Company and we noted that, the Group has been actively seeking potential investment and/or business development opportunities to expand and diversify its existing businesses and product lines in relation to the trading of coal and iron ore, by investing in commodities trading centres, if opportunities arise. As advised by the Directors, in deciding the nature of potential investments or businesses, the Group will take into consideration factors like existing availability of expertise, resources and the potential growth of those projects as well as any synergy effect to the existing business(es). Seeing that (i) approximately 97.75% of the Current General Mandate has been utilised; (ii) the remaining number of Shares authorized to be allotted, issued and dealt with under the Current General Mandate (being 4,497,600 Shares) represented only approximately 0.33% of the entire issued share capital of the Company as at the Latest Practicable Date; (iii) it is expected that the next annual general meeting of the Company will only be held in August 2014, which is about five months away from the Latest Practicable Date; and (iv) the business development plans of the Group, we consider that the refreshment of the Current General Mandate will provide a flexible and timely source of funding for the Company’s business plan, and which is necessary for the Company to refresh the General Mandate before the upcoming annual general meeting.

Taken the above-mentioned into consideration, as the reasons for the refreshment of Current General Mandate are in line with the expansion strategy of the Group to benefit from diversification of its existing businesses and product lines, access to more business and investment opportunities in the PRC and further enhance the profitability of the Group, as stated in the third quarterly report of the Group for the three months and nine months ended 31 December 2013, we are of the view that the refreshment of Current General Mandate is in the interests of the Company and the Shareholders as a whole.

Financial flexibility

(i) in terms of capital-raising amount

The Current General Mandate has been utilised as to 195,352,000 Shares and leaving only 4,497,600 Shares that can be issued. If the refreshment of Current General Mandate is approved and on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, up to 269,828,800 new Shares, representing 20% of the Shares in issue as at the Latest Practicable Date, could be allotted and issued under the New General Mandate.

As at the Latest Practicable Date, although the Company has not entered into any legally binding agreements in relation to any investments, the refreshment of Current General Mandate provides an alternative means of equity financing to the Group when capturing potential acquisitions, particularly that the Current General Mandate has been substantially utilised up to approximately 97.75%. In this respect, we consider that the refreshment of Current General Mandate will maintain and/or enhance the financial flexibility for raising capital and capturing potential investment opportunities for the Group, if and when required, by way of issue of new Shares, and the terms of the refreshment of Current General Mandate are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LETTER FROM VINCO CAPITAL

(ii) in terms of time required for rising capital

The Directors advised that, as at the Latest Practicable Date, the Group has immediate funding needs mainly for fulfiling its obligation of financing the Possible Acquisition. At the same time, the Directors advised that the Group would review business opportunities and investments from time to time to enhance the Shareholders’ value and believes that funding requirements or appropriate investment opportunities to expand and diversify existing business portfolios may happen prior to the next AGM, and such funding or investment decisions may have to be met or made within a short period of time. Moreover, the Directors advised that if any potential investors offer attractive terms for investment in the Shares and subject to the then market conditions, the Directors will consider and may conduct an equity fund raising exercise by issuing new Shares. Accordingly, we believe that the refreshment of Current General Mandate will provide the Group with the financial flexibility as allowed under the GEM Listing Rules to allot and issue new Shares as consideration for funding such business development opportunities in the future as and when such opportunities arise.

Hence, taking into account any funding requirement or appropriate investment opportunities that may happen prior to the next annual general meeting and any share placement exercise that are dependent, to a large extent, on market conditions and such opportunities may not always arise, we are of the view that the refreshment of Current General Mandate could (i) enhance the financing flexibility of the Group to respond to potential investment opportunities; and (ii) allow the Group to raise capital or make prompt investment decisions within a short period of time, if and when any equity financing should be required.

Liquidity of the Group

As stated in the third quarterly report of the Group for the nine months ended 31 December 2013, the Group has successfully built up an enhanced business network which enables it to possess an unparalleled advantage in doing business in connection with natural resources such as coal products. With such a business connection, subsequent to the reporting date, the Group entered into a non-legally binding memorandum of understanding with independent third parties for the purpose of the Possible Acquisition. In the event the acquisition be realized and completed, it will strengthen the Group’s presence in the coalrelated business and allow the Group access to more business and investment opportunities in the PRC and further enhance the profitability of the Group. As confirmed by the Directors, the cash resources required for natural resources business varies depending on the trading terms negotiated with the counterparties. It will be minimal if trading transactions are conducted with back-to-back letter of credits whereas it will be very substantial where the transactions are carried out on cash or with higher trading deposit basis. The Company is not able to quantify the amount of cash resources required but in entering such trading transactions, the management will take into consideration of (i) the cash resources on hand at the particular moment of time; (ii) the availability of banking facilities; (iii) the requirements of vendors and buyers; and (iv) the additional profit margin of cash trades (if any). The lack of cash resources will hinder the Group’s ability to capture those trading opportunities which required higher cash resources.

Further, should the Possible Acquisition be materialised and/or any agreement in connection with the Potential Project Investment is being entered, there may be possibility of the need of capital commitment and further funds to support the business development and operation in the future being satisfied by cash resources. As advised by the Directors, the unaudited bank and cash balances of the Group at 30 September 2013 amounted to approximately HK$19.9 million. However, there is no guarantee

LETTER FROM VINCO CAPITAL

that the cash resources available to the Group will be sufficient or be available for such business and/or investment development in the future. In the event that the Company identifies suitable businesses and/ or investment development opportunities with insufficient financial resources on hand, or is unable to obtain loan financing on acceptable terms, or cannot find other financing alternatives in a timely manner, the Company may lose its chances to capture an otherwise favourable opportunity and/or favourable investment to expand its business portfolio.

We are advised by the Directors that the Group will continue to identify new sources of supplies, expand and maintain its customer base in the coal and iron ore trading business both in the PRC and internationally, as well as utilise its business network and expertise built in the past in relation to the coal and iron ore trading business by tapping into the investment in commodities trading centres. Moreover, when investment opportunities arise, it is not uncommon for companies to enter into the sales and purchase agreement prior to the completion of the due diligence works, the consideration of such proposed investment opportunities can be determined based on combining both cash and equity during the course of negotiation with the vendors. Thus, in the event that the Group is lack of cash or any cash equivalents, the refreshment of Current General Mandate can facilitate the completion of entering into any sales and purchase agreement with the vendor through providing an additional method when determining the consideration if the vendor is willing to take the Shares as part of the consideration.

As further advised by the Directors, the Group intends to diversify its existing businesses without significantly deteriorating its existing cash position and/or gearing position, we therefore consider that it is reasonable for the Directors to propose refreshment of the Current General Mandate at the EGM in order to offer the Group greater flexibility in the issuance of new Shares and/or convertible instruments in future to capture investment and/or business development opportunities which may arise at any time and require prompt decision by the Group. We thus consider that it is reasonable for the Group to maintain a strong capital base while securing additional means for fund raising for possible acquisition and/or investment opportunities as and if they arise. In addition, without the refreshment of Current General Mandate, the Company may have to pay cash or settle the investment or acquisition consideration in other means and lose the financial flexibility to use consideration shares.

Based on the foregoing, we are of the view that the refreshment of Current General Mandate is in the ordinary and usual course of the business, and the terms of the refreshment of Current General Mandate are fair and reasonable to the Company, and in the interests of the Company and Shareholders as a whole.

LETTER FROM VINCO CAPITAL

Fund raising activities in the past twelve months

Set out below are the equity fund raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

Date of Date of Intended use of announcement completion Event Net proceeds proceeds Actual use of proceeds 3 May 2013 6 September Placing of bonds in Approximately To settle part of the Used as intended 2013 an aggregate principal HK$78.4 million cash portion of the amount of HK$80 consideration for the million and issue of acquisition of Digital 130,000,000 unlisted Rainbow Holdings warrants Limited 19 January 2014 29 January Subscription of Approximately To be used for the Used for general 2014 58,824,000 Shares HK$9.9 general working working capital, such as under the Current million capital and to fund the administration expenses, General Mandate acquisition of equity general trading activities interests in potential and finance costs payment business(es) 20 January 2014 29 January Subscription of Approximately To be used for the Approximately HK$1.3 2014 52,624,000 Shares HK$9.9 general working million used for general under the Current million capital and to fund the working capital, such General Mandate acquisition of equity as administration interests in potential expenses, general trading business(es) activities and finance costs payment, the remaining proceeds not yet utilised will be used for the general working capital and to fund the acquisition of equity interests in potential business(es)

28 February 2014 7 March 2014 Subscription of Approximately To be used for the To be used as general 45,448,000 Shares and HK$9.9 million general working capital working capital issue of 38,456,000 unlisted warrants under the Current General Mandate

LETTER FROM VINCO CAPITAL

Save as disclosed above, the Directors confirmed that the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

As at the Latest Practicable Date, save for the Possible Acquisition as disclosed in the announcement of the Company dated 17 January 2014, the potential issue of new Shares for settlement of consideration and/or then related fee in relation to the Possible Acquisition, and the Potential Project Investment as disclosed in the announcement of the Company dated 21 March 2014, the Company was not in negotiation of any other investment opportunities or any arrangement or understanding in respect of any fund raising exercise.

As advised by the Directors, out of the gross proceeds of approximately HK$30 million raised from the previous three recent equity fund raising activities, approximately HK$11.2 million was used for general working capital, such as administration expenses, general trading activities and finance costs payment. Since the remaining balance will be intended to apply to general working capital and/or financing potential investment projects, the Directors expected that the refreshment of Current General Mandate will mainly be applied to the Possible Acquisition, if and when it materialises, as referred to the discussion above or to other potential investment opportunities as and when they arise.

In view of the above, the Directors consider the use of general mandate is crucial in a competitive and rapidly changing investment environment and in times of volatile market conditions and the New General Mandate, which may or may not be utilised, is in the interests of the Company and the Shareholders as a whole.

Based on the forgoing, we are of the view that the refreshment of Current General Mandate is fair and reasonable, and in the interest of the Company and the Shareholders as a whole as (i) it gives the Company the financial flexibility of issuing consideration shares for potential investments while there are possibilities that the Company may use the proceeds from the subscription for potential projects under negotiation; and (ii) the New General Mandate is mainly intended for financing potential investments when they materialise or arise, therefore, it would not create excessive funding for the Company.

LETTER FROM VINCO CAPITAL

Potential dilution to the shareholding of the Company

Shareholders Conrich Investments Limited Fastray Investments Limited Director Mr. Hong Sze Lung Public Shareholders Greatdeal Trading Limited Mega World Resources Limited Other existing public Shareholders Subtotal Shares to be issued under the New General Mandate Total	As at the Latest Practicable Date Number Approximate of Shares percentage (%) 306,880,000 22.74 35,840,000 2.66 8,992,000 0.67 45,448,000 3.37 – – 951,984,000 70.56 1,349,144,000 100.00 – – 1,349,144,000 100.00	Upon full utilisation of the New General Mandate (assuming that no other Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM) Number Approximate of Shares percentage (%) 306,880,000 18.95 35,840,000 2.21 8,992,000 0.56 45,448,000 2.81 – – 951,984,000 58.80 1,349,144,000 83.33 269,828,800 16.67 1,618,972,800 100.00	Upon full utilisation of the New General Mandate (assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/or repurchased by the Company) Number Approximate of Shares percentage (%) 306,880,000 16.85 35,840,000 1.97 8,992,000 0.49 83,904,000 4.61 130,000,000 7.14 951,984,000 52.27 1,517,600,000 83.33 303,520,000 16.67 1,821,120,000 100.00	Upon full utilisation of the New General Mandate (assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/or repurchased by the Company) Number Approximate of Shares percentage (%) 306,880,000 16.85 35,840,000 1.97 8,992,000 0.49 83,904,000 4.61 130,000,000 7.14 951,984,000 52.27 1,517,600,000 83.33 303,520,000 16.67 1,821,120,000 100.00
				100.00

LETTER FROM VINCO CAPITAL

Shareholders should be aware that the Current General Mandate will be revoked upon approval at the EGM of the refreshment of Current General Mandate, and will be and continue to be in force until the earliest of (i) the conclusion of the Company’s next annual general meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s memorandum of association or bye-laws or any applicable law to be held; and (iii) the revocation or variation of the authority given under the relevant resolution to be proposed at the EGM of the Company by ordinary resolution of the Independent Shareholders in general meeting. Such duration is in compliance with the GEM Listing Rules.

Scenario 1: Upon full utilisation of the New General Mandate (assuming that no other Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM)

Upon full utilisation of the New General Mandate, 269,828,800 Shares will be issued, representing 20% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 16.67% of the issued share capital of the Company as enlarged by the Shares issued under the New General Mandate. Assuming no Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the aggregate shareholding of the other public Shareholders will decrease from approximately 70.56% to approximately 58.80% upon full utilisation of the New General Mandate. The existing public Shareholders will have a potential maximum decrease in shareholding of approximately 11.76% following the full utilisation of the New General Mandate.

Scenario 2: Upon full utilisation of the New General Mandate (assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full before the date of the EGM and no other Shares would be issued and/or repurchased by the Company)

Upon full utilisation of the New General Mandate, 303,520,000 Shares will be issued, representing 20% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 16.67% of the issued share capital of the Company as enlarged by the Shares issued under the New General Mandate. Assuming that the subscription rights attaching to the 130,000,000 unlisted warrants and 38,456,000 unlisted warrants are exercised in full between the Latest Practicable Date and the date of the EGM, the aggregate shareholding of the other public Shareholders will decrease from approximately 70.56% to approximately 52.27% upon full utilisation of the New General Mandate. The existing public Shareholders will have a potential maximum decrease in shareholding of approximately 18.29% following the full utilisation of the New General Mandate.

Under both scenarios, the maximum dilution effect on the shareholding is limited to 20% of the existing issued share capital of the Company as at the date of EGM or 16.67% of the enlarged issued share capital of the Company immediately upon full utilisation of the New General Mandate.

Taking into account the benefits of the refreshment of Current General Mandate as discussed above and the fact that the shareholding of all the Shareholders will be diluted to the same extent upon any utilisation of the New General Mandate, with all other things being equal, we consider such dilution or potential dilution of shareholding of the Independent Shareholders to be acceptable.

LETTER FROM VINCO CAPITAL

RECOMMENDATION

Having taken into consideration the above principal factors and reasons regarding the refreshment of Current General Mandate, in particular:

(i) during the period from the grant of the Current General Mandate to the Latest Practicable Date, approximately 97.75% of the Current General Mandate has been utilised;
(ii) the New General Mandate allows the Company to raise capital by allotment and issuance of additional new Shares;
(iii) the New General Mandate enhances financial flexibility for the Group to raise capital or capture potential investment opportunities within a short period of time if and when any equity financing should be required; and
(iv) the acceptable potential dilution to shareholdings of the Independent Shareholders,

we are of the opinion that the refreshment of Current General Mandate is in the interests of the Company and the Shareholders as a whole, and the terms of the refreshment of Current General Mandate are fair and reasonable and are on the ordinary and usual course of business so far as the Shareholders are concerned. Independent Shareholders are, however, reminded to note the potential dilution effect of the full utilisation of the refreshment of Current General Mandate on their shareholding interests in the Company.

Accordingly, we advise (i) the Independent Shareholders and (ii) the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions in relation to the refreshment of Current General Mandate to be proposed at the EGM.

Yours faithfully, For the on behalf of Grand Vinco Capital Limited Alister Chung

Managing Director

APPENDIX INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the retiring Director proposed to be re-elected at the EGM are set out below:

(1) Mr. Hong Sze Lung (“Mr. Hong”)

Mr. Hong, aged 42, was appointed as the executive Director and the chief executive officer of the Company with effective from 18 October 2013. Mr. Hong has approximately 18 years working experience and extensive knowledge in the field of corporate finance & recovery, investments as well as corporate investor relations in Hong Kong and Mainland China. Mr. Hong had served at senior management level respectively at PricewaterhouseCoopers, a private equity investment company as well as two companies listed in the main board of Stock Exchange, being Soundwill Holdings Limited (stock code: 878) and Silver Base Group Holdings Limited (stock code: 886). He is currently a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants and Fellow Member of the Association of Chartered Certified Accountants and a Chartered Financial Analyst of CFA Institute. In 1995, Mr. Hong obtained a Bachelor of Arts Honours Degree in Accountancy from the Hong Kong Polytechnic University. Mr. Hong holds several directorships in certain subsidiaries of the Group.

Mr. Hong has entered into a service agreement with the Company with a term of three years and is subject to retirement by rotation and re-election once every three years at the Company’s annual general meeting in accordance with the Articles of Association. Under Mr. Hong’s service agreement with the Company, he is entitled to an emolument of HK$1,200,000.00 per annum, together with discretionary management bonus and such Options which may be granted under the Share Option Scheme to be determined by the Board and the remuneration committee of the Company.

As at the Latest Practicable Date, Mr. Hong has a personal interest in 8,992,000 Shares under Part XV of the SFO. Save as disclosed above, Mr. Hong does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

Save as disclosed above, Mr. Hong did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, save as disclosed herein, Mr. Hong does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

(2) Mr. Lau Wan Pui, Joseph (“Mr. Lau”)

Mr. Lau, aged 62, was appointed as the non-executive Director with effective from 11 September 2013. He has extensive experience in finance and planning, marketing and international business. Mr. Lau is currently chairman and co-founder of Rockhound Limited, a mineral professional firm. Previously, he had successfully developed and implemented new business expansion strategies for a number of listed public companies in Hong Kong under the position as a senior executive. Mr. Lau was an executive director and chief executive officer of WLS Holdings Limited (stock code: 8021) for the period from 2002 to 2004; was executive director of Tse Sui Luen Jewellery (International) Limited (stock code: 0417) for the period from 1997 to 1999 and Build King Holdings Limited (previously known as Seapower

APPENDIX INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED

International Holdings Limited) (stock code: 0240) for the period from 1995 to 1996 and was an independent non-executive director of Larry Jewelry International Company Limited (stock code: 8351) during 10 November 2012 to 1 June 2013, and acted as its non-executive director during 1 June 2013 to 3 December 2013, all companies listed on the Stock Exchange. He has been a director of Dynasty Gaming Inc., a company listed on the Toronto Venture Exchange, since November 2006.

Mr. Lau obtained his Bachelor of Science degree in Chemistry from Concordia University and his Master of Business Administration degree from the University of Ottawa (Canada). He is currently a Dean’s Advisory Board Member of Telfer School of Management of the University of Ottawa and he was Advisory Board Member of the EMBA program under the Telfer School of Management of the University of Ottawa for the period from 1997 to 2003. Mr. Lau is also a member of the Chemical Institute of Canada and a member of the Canadian Institute of Mining Metallurgy and Petroleum.

Mr. Lau was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Lau is entitled to an emolument of HK$180,000 per annum.

Save as disclosed above, Mr. Lau did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. Lau does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, and does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

(3) Mr. Law Chung Lam, Nelson (“Mr. Law”)

Mr. Law, aged 51, was appointed as the non-executive Director with effect from 11 September 2013. He has 10 years extensive experience in corporate banking sector. Mr. Law has served a senior management position in Chemical Bank (now Chase Morgan) during the 80’s. He was also appointed by a subsidiary of the China State Construction Engineering Corp for 5 years at Philippines on project finance. Specialised in organisation and method, he has devoted in corporate re-structuring for several industries and that included garment production, IT, construction, agricultural and minerals trading. Mr. Law holds several directorships in certain subsidiaries of the Group.

Mr. Law was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Law is entitled to an emolument of HK$180,000 per annum.

Save as disclosed above, Mr. Law did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. Law does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, and does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX

(4) Mr. Kwong Yuk Lap (“Mr. Kwong”)

Mr. Kwong, aged 38, was appointed as the non-executive Director with effective from 31 December 2013. He graduated from Charles Sturt University in the Australia with a Master of Science degree in Information Technology. He also obtained a Bachelor of Science degree in Electronics from The Open University of Hong Kong. Mr. Kwong has extensive experience in project engineering and project coordination in the metal and mining industry. He also provides technical advices on IT system.

Mr. Kwong was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Kwong is entitled to an emolument of HK$180,000 per annum.

As at the Latest Practicable Date, Mr. Kwong is interested in 5% equity interests in Goldenbase Ltd., of which the Company indirectly holds approximately 33.33% of its entire issued capital.

Save as disclosed above, Mr. Kwong did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications, and does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company. As at the Latest Practicable Date, Mr. Kwong does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

(5) Mr. May Tai Keung, Nicholas (“Mr. May”)

Mr. May, aged 52, was appointed as the independent non-executive Director with effective from 11 September 2013. He has over 20 years of accounting, finance and general management experience. Mr. May holds a Bachelor of Arts degree in Economics from Macquarie University and Master’s degree in Commerce from University of New South Wales. He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.

Mr. May has worked at the audit department of Deloitte Touche Tohmatsu. After leaving Deloitte Touche Tohmatsu, he has worked at senior management level in a number of sizeable private enterprises and listed groups including Hopewell Holdings Limited (stock code: 0054) as group financial controller and Hopewell Highway Infrastructure Limited (stock code: 0737) as alternate director; and China Resources Property Limited as chief financial officer and internal audit director. Mr. May currently is a consultant in accounting, tax, internal control and finance.

Mr. May was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. May is entitled to an emolument of HK$240,000 per annum.

APPENDIX INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. May did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. May does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, and does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

(6) Mr. Tam Chak Chi (“Mr. Tam”)

Mr. Tam, aged 37, was appointed as the independent non-executive Director with effective from 11 September 2013. He holds a bachelor’s degree of commerce from the University of Toronto. Mr. Tam has more than 10 years of experience in providing accounting, auditing and financial services and has served various senior positions at various private and listed companies (the shares of which have been listed on the main board and GEM as well as NASDAQ). He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. Mr. Tam was previously an executive director of Seamless Green China (Holdings) Limited (stock code: 8150) and currently an independent non-executive director of Rising Power Group Holdings Limited (formerly known as China Neng Xiao Technology (Group) Limited) (stock code: 8047), both are companies listed on the GEM. Further, he is currently the chief financial officer and company secretary of a company listed on GEM.

Mr. Tam was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Tam is entitled to an emolument of HK$240,000 per annum.

Save as disclosed above, Mr. Tam did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. Tam does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, and does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

(7) Mr. Chow Chi Fai (“Mr. Chow”)

Mr. Chow, aged 43, was appointed as the independent non-executive Director with effective from 11 September 2013. He is a member of The Hong Kong Institute of Certified Public Accountants. He holds a bachelor’s degree in Accountancy from University of South Australia. Mr. Chow is currently the company secretary and financial controller in Sino Resources Group Limited (stock code: 0223), a listed company on the main board of the Stock Exchange.

Mr. Chow was appointed for a term of three years and is subject to retirement by rotation and reelection once every three years at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Chow is entitled to an emolument of HK$240,000 per annum.

APPENDIX INFORMATION ON THE DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. Chow did not hold any directorship in other public company, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company or any of its subsidiaries or other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. Chow does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, and does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures (as defined under Part XV of the SFO) of the Company.

Save as disclosed above, there is no other information relating to each of the retiring Directors that needs to be brought to the attention of the Shareholders or any information be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Wealth Glory Holdings Limited (the “ Company ”) will be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Tuesday, 15 April 2014 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT subject to The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the ordinary shares (each a “ Share ”) of HK$0.01 each in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the Scheme Mandate Limit (as defined below) and pursuant to the share option scheme of the Company adopted on 26 September 2010 (the “ Share Option Scheme ”), approval be and is hereby generally and unconditionally granted for refreshing and renewing the Scheme Mandate Limit (as defined below) under the Share Option Scheme provided that (i) the total number of Shares which may be allotted and issued upon the exercise of the options to be granted under the Share Option Scheme and other share option schemes of the Company shall not exceed 10 per cent. of the total number of Shares in issue as at the date of the passing of this resolution (the “ Scheme Mandate Limit ”); and (ii) the overall limit on the number of Shares which may be issued upon the exercise of all options to be granted and yet to be exercised under the Share Option Scheme and other share option schemes of the Company must not exceed 30 per cent. of the Shares in issue from time to time and that the directors of the Company (each a “ Director ”) be and are hereby authorized, at their absolute discretion, to grant options under the Share Option Scheme up to the Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue and deal with the shares of the Company pursuant to the exercise of such options.”
“ THAT conditional upon passing of resolution no. 1 above, the grant of 15,000,000 share options (the “ Options ”) to Wong Ka Wah, Albert, an executive Director and chairman of the Company, under the Share Option Scheme be and is hereby approved, ratified and confirmed, and that the Directors be authorized to take all such steps as may be necessary or desirable to give effect to the grant.”
“ THAT conditional upon passing of resolution no. 1 above, the grant of 15,000,000 Options to Hong Sze Lung, an executive Director and chief executive officer of the Company, under the Share Option Scheme be and is hereby approved, ratified and confirmed, and that the Directors be authorized to take all such steps as may be necessary or desirable to give effect to the grant.”

NOTICE OF EGM

“ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the Directors at the annual general meeting of the Company held on 2 September 2013 be and is hereby revoked and replaced by the mandate THAT :
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and 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 ”) 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 the aggregate of:
- (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
- (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of the resolution for the repurchase mandate),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

NOTICE OF EGM

(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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Companies Law ”) or any other applicable laws of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ 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 on the register on a fixed record date in proportion to their then holdings of Shares (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).”

“ THAT conditional upon the passing of resolution no. 4 above, the mandate granted to the Directors at the annual general meeting of the Company held on 2 September 2013 to extend the general mandate to allot and issue Shares to Shares repurchased by the Company be and is hereby revoked and replaced by the mandate THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such resolution no. 4 above.”
“ THAT Mr. Hong Sze Lung be re-elected as executive Director.”
“ THAT Mr. Lau Wan Pui, Joseph be re-elected as non-executive Director.”
“ THAT Mr. Law Chung Lam, Nelson be re-elected as non-executive Director.”
“ THAT Mr. Kwong Yuk Lap be re-elected as non-executive Director.”
“ THAT Mr. May Tai Keung, Nicholas be re-elected as independent non-executive Director.”
“ THAT Mr. Tam Chak Chi be re-elected as independent non-executive Director.”

NOTICE OF EGM

“ THAT Mr. Chow Chi Fai be re-elected as independent non-executive Director.”

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

Hong Kong, 28 March 2014

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

Principal place of business in Hong Kong: 17/F., No.8 Wyndham Street Central, Hong Kong

Notes:

A member entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM 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 EGM or any adjournment thereof, should he so wish.
In order to be valid, the form of proxy must be duly lodged at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.
In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM 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.
As at the date of this notice, the Board comprises eight Directors, including two executive Directors, namely Mr. Wong Ka Wah, Albert and Mr. Hong Sze Lung; three non-executive Directors namely, Mr. Lau Wan Pui, Joseph, Mr. Law Chung Lam, Nelson and Mr. Kwong Yuk Lap and three independent non-executive Directors, namely Mr. May Tai Keung, Nicholas, Mr. Tam Chak Chi and Mr. Chow Chi Fai.

AI assistant

Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2014

51358_rns_2014-03-27_eb52c455-ea1f-4490-b50a-c8b230fef31e.pdf

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(1) GRANT OF OPTIONS TO ED GRANTEES;

(2) REFRESHMENT OF EXISTING SCHEME MANDATE LIMIT; (3) REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES; (4) RE-ELECTION OF DIRECTORS; AND

(5) NOTICE OF EXTRAORDINARY GENERAL MEETING

Grand Vinco Capital Limited

CHARACTERISTICS OF GEM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(1) GRANT OF OPTIONS TO ED GRANTEES;

(5) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

GRANT OF OPTIONS TO ED GRANTEES

Terms of the Options

LETTER FROM THE BOARD

(a) Duration and the condition

(b) Subscription Price

(c) Other rights attaching to the Options

(d) Reasons and consideration for the grant of Options to ED Grantees

LETTER FROM THE BOARD

GEM Listing Rules implications

REFRESHMENT OF EXISTING SCHEME MANDATE LIMIT

The Share Option Scheme

LETTER FROM THE BOARD

The Existing Scheme Mandate Limit

The refreshment of Existing Scheme Mandate Limit

LETTER FROM THE BOARD

Conditions of the refreshment of Existing Scheme Mandate Limit

REFRESHMENT OF CURRENT GENERAL MANDATE

Current General Mandate

LETTER FROM THE BOARD

Proposed refreshment of Current General Mandate

Reasons for the refreshment of Current General Mandate

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Possible dilution on shareholdings of the Company

LETTER FROM THE BOARD

GEM Listing Rules implications

RE-ELECTION OF DIRECTORS

EGM

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

GENERAL INFORMATION

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(1) PROPOSED GRANT OF OPTIONS TO ED GRANTEES; AND (2) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

GRANT OF OPTIONS TO ED GRANTEES

REFRESHMENT OF CURRENT GENERAL MANDATE

LETTER FROM VINCO CAPITAL

REFRESHMENT OF CURRENT GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

LETTER FROM VINCO CAPITAL

LETTER FROM VINCO CAPITAL

BASIS OF OUR OPINION AND RECOMMENDATION

PRINCIPAL FACTORS AND REASONS CONSIDERED IN RELATION TO THE REFRESHMENT OF CURRENT GENERAL MANDATE

Background to and reasons for the refreshment of Current General Mandate

LETTER FROM VINCO CAPITAL

LETTER FROM VINCO CAPITAL

LETTER FROM VINCO CAPITAL

Financial flexibility

(i) in terms of capital-raising amount

LETTER FROM VINCO CAPITAL

(ii) in terms of time required for rising capital

Liquidity of the Group

LETTER FROM VINCO CAPITAL

LETTER FROM VINCO CAPITAL

Fund raising activities in the past twelve months

LETTER FROM VINCO CAPITAL

LETTER FROM VINCO CAPITAL

Potential dilution to the shareholding of the Company

Go Up Education Technology Limited Proxy Solicitation & Information Statement 2014