Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2016

Jun 29, 2016

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, together with 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) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 17/F., No. 8 Wyndham Street, Central Hong Kong on Wednesday, 3 August 2016 at 3:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and delivery of the accompanying form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting 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 publication and on the website of the Company at www.wealthglory.com.

30 June 2016

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

i

CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Refreshment of the Scheme Mandate Limit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
GEM Listing Rules Implication in respect of
the Proposed Refreshment of the Scheme Mandate Limit. . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II – Particulars of Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

ii

DEFINITIONS

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

“AGM” or

• “Annual General Meeting”

the annual general meeting of the Company to be convened and held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Wednesday, 3 August 2016 at 3:00 p.m. or any adjournment thereof

“Articles of Association” the articles of association of the Company, and “Article(s)” shall mean an article of the Articles of Association (as amended from time to time).

“Board”

the board of Directors.

• “close associate(s)”

has the meaning ascribed thereto under the GEM Listing Rules.

“Companies Law” the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time.

“Company”

Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM.

“Controlling Shareholder(s)”

has the meaning ascribed thereto under the GEM Listing Rules

• “core connected person(s)”

• has the meaning ascribed thereto under the GEM Listing Rules

“Directors” the directors of the Company.

“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.

“GEM”

the Growth Enterprise Market of the Stock Exchange.

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM.

1

DEFINITIONS

“General Mandate”

the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting such mandate.

• “Group”

the Company and its subsidiaries.

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China.

• “Invested Entity” any entity in which the Group holds any equity interest.

• “Latest Practicable Date” 28 June 2016, being the latest practicable date prior to the printing of this circular.

• “Open Offer” an open offer conducted by the Company of not less than 1,369,572,000 offer shares and not more than 1,603,106,000 offer shares at the subscription price of HK$0.07 per offer share on the basis of one offer share for every two existing shares of the Company held on 2 December 2015 which was completed on 13 January 2016.

• “Options” the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms thereof.

• “Proposed Refreshment” the proposed refreshment of the Scheme Mandate Limit under the Share Option Scheme at the AGM.

• “Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to 10% of the number of issued Shares as at the date of passing of the relevant resolution granting such mandate.

• “Scheme Mandate Limit”

• the maximum number of Shares which may be issued upon the exercise of all Options granted and to be granted by the Board under the Share Option Scheme.

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

2

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company. “Share Option Scheme” the existing share option scheme of the Company adopted by the Company on 26 September 2010. “Shareholder(s)” holder(s) of the Share(s). “Stock Exchange” The Stock Exchange of Hong Kong Limited. “Takeovers Code” the Code on Takeovers and Mergers and Share Buy-backs. “HK$” Hong Kong dollars, the lawful currency of Hong Kong. “%” per cent.

3

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 (Chairman) Mr. Hong Sze Lung (Chief Executive Officer) Mr. Kwong Yuk Lap

Non-executive Directors:

Mr. Lau Wan Pui, Joseph Mr. Law Chung Lam, Nelson Mr. Lu Xianglong

Independent non-executive Directors:

Mr. Tam Chak Chi Mr. Chow Chi Fai Mr. Leung Ka Tin

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

30 June 2016

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of Directors; and (iii) the refreshment of the Scheme Mandate Limit.

4

LETTER FROM THE BOARD

GENERAL MANDATE

At the AGM, an ordinary resolution will be proposed such that the Directors be given a general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 4,108,716,000 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 821,743,200 Shares.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will also be proposed such that the Directors be given a general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 410,871,600 Shares.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any applicable laws to be held; or (iii) the revocation, variation or renewal of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first (the “ Relevant Period ”).

5

LETTER FROM THE BOARD

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to Article 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

According to Articles 84(1) and 84(2) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to one-third) shall retire from office by rotation. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year will be those who have been longest in office since their last reelection or appointment but as between persons who became or were last re-elected Directors on the same day those to retire will (unless they otherwise agree among themselves) be determined by lot.

In accordance with Article 83(3) of the Articles of Association, Mr. Lu Xianglong shall retire from office at the AGM, whereas in accordance with Articles 84(1) and 84(2) of the Articles of Association, Mr. Wong Ka Wah, Albert, Mr. Kwong Yuk Lap and Mr. Leung Ka Tin shall retire from office by rotation at the AGM. Being eligible, Mr. Wong Ka Wah, Albert, Mr. Kwong Yuk Lap, Mr. Lu Xianglong and Mr. Leung Ka Tin will offer themselves for re-election as executive/non-executive/independent nonexecutive Director (as the case may be) at the AGM.

Particulars relating to the Directors who offer themselves for re-election are set out in Appendix II to this circular.

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Under the GEM Listing Rules, the maximum number of Shares which may be allotted and issued upon the exercise of all Share Options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders.

The Share Option Scheme was adopted by way of Shareholders’ resolution on 26 September 2010, the original Scheme Mandate Limit is 44,800,000 Shares, representing 10% of the Shares in issue as at the date of adoption of the Share Option Scheme (the “ Original Scheme Mandate Limit ”). On 11 July 2011, the Company has granted 43,200,000 Options under the Share Option Scheme pursuant to the Original Scheme Mandate Limit (representing approximately 96.43% of the aggregate number of Shares which may be allotted and issued under the Original Scheme Mandate Limit) out of which 23,200,000 Options were cancelled upon resignation of the option-holders. The remaining 20,000,000 Options (which was subsequently adjusted by the effect of the Open Offer to 20,540,000 Options) remained outstanding as at the Latest Practicable Date.

6

LETTER FROM THE BOARD

Pursuant to the ordinary resolution(s) of the Shareholders passed at the annual general meeting of the Company held on 29 August 2011, the scheme mandate limit under the Share Option Scheme was refreshed, 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, being 10% of the issued share capital of the Company as at 29 August 2011 (the “ 2011 Scheme Mandate Limit ”). On 17 February 2014, the Company has granted 39,000,000 Options under the Share Option Scheme pursuant to the 2011 Scheme Mandate Limit (representing approximately 58.88% of the aggregate number of Shares which may be allotted and issued under the 2011 Scheme Mandate Limit). The number of such Options was subsequently adjusted by the effect of the Open Offer to 40,053,000 Options, all of which remained outstanding as at the Latest Practicable Date.

At the extraordinary general meeting of the Company held on 15 April 2014, the 2011 Scheme Mandate Limit was further refreshed, 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 134,914,400 Shares, being 10% of the issued share capital of the Company as at 15 April 2014 (the “ 2014 EGM Scheme Mandate Limit ”). Following the passing of the resolutions by the Shareholders at the extraordinary general meeting held on 15 April 2014, the grant of 98,000,000 Options on 21 February 2014 under the Share Option Scheme pursuant to the 2014 EGM Scheme Mandate Limit (representing approximately 72.64% of the 2014 EGM Scheme Mandate Limit) became unconditional. On 14 July 2014, the Company also granted 36,900,000 Options (representing approximately 27.35% of the 2014 EGM Scheme Mandate Limit) under the Share Option Scheme pursuant to the 2014 EGM Scheme Mandate Limit. As at the Latest Practicable Date, a total of 134,900,000 Share Option have been granted under the Share Option Scheme pursuant to the 2014 EGM Scheme Mandate Limit, of which, 14,000,000 Share Option was exercised, 1,000,000 Share Option was lapsed and 119,900,000 Option (which was subsequently adjusted by the effect of the Open Offer to 123,137,300 Options) remained outstanding.

Pursuant to the ordinary resolution(s) of the Shareholders passed at the annual general meeting of the Company held on 3 September 2014, the 2014 EGM Scheme Mandate Limit was further refreshed, 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 158,614,400 Shares, being 10% of the issued share capital of the Company as at 3 September 2014 (the “ 2014 AGM Scheme Mandate Limit ”). On 13 October 2014, the Company has granted 158,168,000 Options under the Share Option Scheme pursuant to the 2014 AGM Scheme Mandate Limit (representing approximately 99.72% of the aggregate number of Shares which may be allotted and issued under the 2014 AGM Scheme Mandate Limit). The number of such Options was subsequently adjusted by the effect of the Open Offer to 162,438,536 Options, all of which remained outstanding as at the Latest Practicable Date.

Pursuant to the ordinary resolution(s) of the Shareholders passed at the annual general meeting of the Company held on 7 August 2015, the scheme mandate limit under the Share Option Scheme was refreshed, 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 229,914,400 Shares, being 10% of the issued share capital of the Company as at 7 August 2015 (the “ 2015 Scheme Mandate Limit ”). No Options were granted under the Share Option Scheme pursuant to the 2015 Scheme Mandate Limit as at the Latest Practicable Date.

7

LETTER FROM THE BOARD

The refreshment of Scheme Mandate Limit

Since the date of adoption of the Share Option Scheme and up to the Latest Practicable Date, the Company has an aggregate of 346,168,836 Share Options granted under the Share Option Scheme which remain outstanding, representing approximately 8.43% of the issued share capital of the Company.

As at the Latest Practicable Date, there were 4,108,716,000 Shares in issue. Pursuant to the terms of the Share Option Scheme and in compliance with the GEM Listing Rules, the maximum number of Shares which may be issued upon the exercise of all the options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed should be 410,871,600 Shares, being 10% of the Shares in issue and assuming no further issue or repurchase of Shares during the period between the Latest Practicable Date up to and including the date of the AGM.

The total number of Shares which may be issued upon exercise of the “refreshed” Scheme Mandate Limit together with all outstanding Options as at the Latest Practicable Date is 757,040,436 Shares, representing approximately 18.43% of the total number of Shares in issue as at the date of AGM. 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.

Conditions of the proposed refreshment of Scheme Mandate Limit

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (1) the passing of an ordinary resolution by the Shareholders at the AGM to approve the proposed refreshment; and

• (2) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of the Share Options granted under the refreshed Scheme Mandate Limit.

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 AGM, which may fall to be issued upon the exercise of the options that may be granted under the refreshed Scheme Mandate Limit.

Reasons for the refreshment of Scheme Mandate Limit

The Directors consider that the refreshment of the Scheme Mandate Limit is in the best interests of the Company and the Shareholders as a whole because it enables the Company to reward and motivate its employees and other selected participants under the Share Option Scheme. The refreshment of the Scheme Mandate Limit is in line with the purpose of the Share Option Scheme.

8

LETTER FROM THE BOARD

GEM LISTING RULES IMPLICATION IN RESPECT OF THE PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Pursuant to Rule 23.03(3) of the GEM Listing Rules, the refreshment of the Scheme Mandate Limit shall be subject to the Shareholders’ approval requirements under the GEM Listing Rules. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders have a material interest in the refreshment of Scheme Mandate Limit and are required to abstain from voting at the AGM in respect of the refreshment of the Scheme Mandate Limit.

ANNUAL GENERAL MEETING

A notice of the AGM is set out on pages 17 to 21 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the holding of the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

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.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders and recommend all Shareholders to vote in favor of all the resolutions, including but not limited to, the grant of the General Mandate and the Repurchase Mandate; the re-election of Directors and the refreshment of the Scheme Mandate Limit to be proposed at the AGM.

9

LETTER FROM THE BOARD

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

MISCELLANEOUS

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

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

10

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

The GEM Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates (as defined in the GEM Listing Rules) and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

2. NUMBER OF SHARES WHICH MAY BE REPURCHASED

The Repurchases Mandate will authorise the Directors to repurchase Shares on the Stock Exchange or on another exchange recognised for this purpose by the Commission and the Stock Exchange under the Takeovers Code up to a maximum of 10% of the number of issued Shares as at the date on which the resolution approving the Repurchase Mandate is passed.

Subject to the passing of the proposed resolution set out in the notice of AGM, on the basis of 4,108,716,000 Shares in issue as at the Latest Practicable Date and that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 410,871,600 Shares during the period until the date of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share.

11

EXPLANATORY STATEMENT

APPENDIX I

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available from the Company’s distributable profits or proceeds of a fresh issue of shares in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 March 2016) in the event that the Repurchase Mandate is exercised in full. The repurchased shares under the Repurchase Mandate, which would be automatically cancelled according to rule 13.14 of the GEM Listing Rules. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest market prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2015
June	0.308	0.216
July	0.249	0.111
August	0.146	0.105
September	0.125	0.105
October	0.145	0.098
November	0.102	0.070
December	0.074	0.060
2016
January	0.070	0.037
February	0.092	0.040
March	0.080	0.065
April	0.080	0.059
May	0.071	0.061
June (up to the Latest Practicable Date)	0.070	0.050

12

EXPLANATORY STATEMENT

APPENDIX I

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum of association of the Company and Articles of Association and the applicable laws of the Cayman Islands.

8. DISCLOSURE OF INTERESTS AND DIRECTORS’ UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

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

9. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, none of the Shareholders are interested in more than 10% of the Shares then in issue.

On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed, the Directors are not aware of any consequences which may arise under the Takeovers Code as consequences of any purchase made under the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

10. SHARE REPURCHASED MADE BY THE COMPANY

No purchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the period from the six months immediately preceding the date of this circular.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Mr. Wong Ka Wah, Albert (“Mr. Wong”) Executive Director

Mr. Wong, aged 42, was appointed as an executive Director in August 2012 and was appointed as chief executive officer of the Company, a member of the executive committee (the “ Executive Committee ”), the nomination committee (the “ Nomination Committee ”) and the remuneration committee (the “ Remuneration Committee ”) of the Company on 11 September 2013. He resigned as Chief Executive Officer and was appointed as chairman of the Company and chairman of the Executive Committee on 18 October 2013 and was appointed as chairman of Nomination Committee on 18 November 2013. Mr. Wong has been appointed as an authorised representative and the compliance officer of the Company since September 2013. He is also a director of various subsidiaries of the Company.

Mr. Wong graduated from the Australian National University with a Bachelor degree of Commerce and is a specialist in corporate strategy and business engineering with extensive experience in the industries of fund, management, asset management, private equity, and wealth management. Prior to joining the Company, Mr. Wong held senior positions in various institutions as well as collective investment vehicles. Mr. Wong is mainly responsible for formulating the Group’s business strategies, supervising and managing the Group’s business development.

Mr. Wong is appointed for a term of 3 years and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles of Association. He will receive a director’s remuneration as per a service contract with the Company for his role as an executive Director, subject to approval by the Shareholders in annual general meeting and annual review by the Board. In determining his director’s remuneration, the Board has taken into account the level of remuneration paid to executive directors of other listed companies, time and responsibilities committed and assumed by his in attending to the affairs of the Company and the recommendations given by the Remuneration Committee. Under Mr. Wong’s service agreement, he is entitled to an emolument of HK$2,640,000 per annum, together with discretionary management bonus and such share options which may be granted under the share option scheme adopted by the Company to be determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market condition.

As at the Latest Practicable Date, Mr. Wong has interests in 15,405,000 Shares, all of which are Options granted on 21 February 2014 as adjusted by the effect of the Open Offer, within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wong does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have and deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Save as disclosed above, there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Wong that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

(2) Mr. Kwong Yuk Lap (“Mr. Kwong”) Executive Director

Mr. Kwong, aged 40, graduated from Charles Sturt University in 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 is appointed by way of service agreement with a term of three years and will be subject to retirement by rotation and re-election 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$600,000 per annum, together with discretionary management bonus and such share options which may be granted under the share option scheme adopted by the Company to be determined by the Board and the remuneration committee of the Company.

As at the Latest Practicable Date, Mr. Kwong has interests in 4,108,000 shares of the Company, all of which are share options granted to him by the Company in 2014 as adjusted by the effect of the Open Offer, under Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Kwong does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have, and is not deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other matters concerning Mr. Kwong that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Kwong that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

(3) Mr. Lu Xianglong (“Mr. Lu”) Non-executive Director

Mr. Lu, aged 52, graduated from Guangzhou Institute of Financial and Commercial Management# (廣州市財貿管理幹部學院) in the People’s Republic of China specialized in Accountancy. Mr. Lu has extensive experience in finance, footwear and e-Commerce business. He served as senior management in a large state-owned financial institution and as the managing director of a company operating footwear chain stores. Mr. Lu is currently the chief executive officer of Guangzhou Letao Shengshi Network Technology Company Limited# (廣州樂淘盛勢網 絡科技有限公司).

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Mr. Lu is appointed by way of letter of appointment with a term of one years and will be subject to retirement by rotation and re-election once every year at the Company’s annual general meetings in accordance with the Articles of Association. Mr. Chow is entitled to an emolument of HK$120,000 per annum.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lu does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have, and is not deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other matters concerning Mr. Lu that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Lu that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

(4) Mr. Leung Ka Tin (“Mr. Leung”) Independent Non-executive Director

Mr. Leung, aged 62, holds a Diploma in Financial Management (a joint program of the Hong Kong Management Association and the Hong Kong Polytechnic University). Mr. Leung has 27 years of management experience in banking, treasury operation, project finance, logistics and human resource management. He was a senior management team member of financial institutions including First Pacific Group, Nedcor Asia, BfG Germany and Delta Asia Financial Group as well as companies in the logistics and telecommunication sectors including EAS Da Tong Group and Trident Telecom Ventures Limited. Mr. Leung also has extensive experience in corporate finance field. He served as project head for companies owning gold mines and diamond mines both in the People’s Republic of China and overseas and is currently the project director of Galaxy Asset Management Limited, a renowned alternative investment company in Hong Kong. Mr. Leung is an independent non-executive director of KEE Holdings Company Limited (stock code: 2011), the shares of which are listed on the Main Board of the Stock Exchange. He was an executive director of China Kingstone Mining Holdings Limited (stock code: 1380), the shares of which are listed on the Main Board of the Stock Exchange, during the period from 14 July 2015 to 23 December 2015 and was an independent non-executive director of Chanco International Group Limited (Stock code: 264), the shares of which are listed on the Main Board of the Stock Exchange, during the period from 21 September 2015 to 23 December 2015.

16

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Leung is appointed for a term of 3 years and is subject to retirement by rotation and reelection at annual general meeting in accordance with the Articles of Association. He will receive a director’s fee as per an appointment letter with the Company for his role as an independent non-executive Director, subject to approval by the Shareholders in annual general meeting and annual review by the Board. In determining his director’s fee, the Board has taken into account the level of remuneration paid to independent non-executive directors of other listed companies, time and responsibilities committed and assumed by his in attending to the affairs of the Company and the recommendations given by the Remuneration Committee. Under Mr. Leung’s appointment letter, he is entitled to an emolument of HK$240,000 per annum.

As at the Latest Practicable Date, Mr. Leung has interests in 1,027,000 shares of the Company, all of which are share options granted to him by the Company in 2014 as adjusted by the effect of the Open Offer, under Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Leung does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have, and is not deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other matters concerning Mr. Leung that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Leung that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

• # The English translation of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

17

NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Wealth Glory Holdings Limited (the “ Company ”) will be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Wednesday, 3 August 2016 at 3:00 p.m. for the following purposes:–

1. to receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ”) and external auditor (“ Auditor ”) for the year ended 31 March 2016.

2. (a) to re-elect Mr. Wong Ka Wah, Albert as executive Director;

3. (b) to re-elect Mr. Kwong Yuk Lap as executive Director;

4. (c) to re-elect Mr. Lu Xianglong as non-executive Director;

5. (d) to re-elect Mr. Leung Ka Tin as independent non-executive Director; and

6. (e) to authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

7. to re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and to authorise the Board to fix their remuneration.

8. as special business, to consider and, if thought fit, passing the following resolutions (the “ Resolution(s) ”) as ordinary Resolutions with or without amendments:

9. A. “ THAT :

   • (I) subject to paragraph (III) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprises Market (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (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 the unissued shares of the Company (each a “ Share ”) of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (II) the approval in paragraph (I) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares which might require the exercise of such powers after the end of the Relevant Period;

• (III) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (I) above, otherwise than pursuant to

• (i) a Rights Issue (as defined below); or

• (ii) the exercise of any options granted under the 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 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, according to rule 17.41(2) of the GEM Listing Rules, shall not exceed the aggregate of:

  • (a) 20% of the number of issued Shares on the date of the passing of this Resolution; and

  • (b) (if the Directors are so authorised by a separate ordinary Resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the number of issued Shares on the date of the passing of that Resolution), and the authority pursuant to paragraph (I) of this Resolution shall be limited accordingly; and

• (IV) for the purpose of this Resolution:–

• “ Relevant Period ” means the period from the passing of this Resolution until whichever is the earlier of:–

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary Resolution by the shareholders of the Company in general meeting revoking, varying or renewing 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 the Shareholders or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (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 recognized regulatory body or any stock exchange outside Hong Kong).”

• B. “ THAT :

• (I) subject to paragraph (II) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the GEM Listing Rules and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (II) the aggregate number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (I) during the Relevant Period (as defined below) shall not exceed 10% of the number of issued Shares as at the date of the passing of this Resolution according to rule 13.09(1) of the GEM Listing Rules and the authority pursuant to paragraph (I) of this Resolution shall be limited accordingly; and

• (III) for the purposes of this Resolution:–

  • “ Relevant Period ” means the period from the passing of this Resolution until whichever is the earlier of:–

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

  - (iii) the passing of an ordinary Resolution by the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this Resolution.”

• C. “ THAT conditional upon the passing of resolutions numbered 4A and 4B as set out in the notice convening the meeting of which this resolution forms part, the general mandate granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares pursuant to the said resolution numbered 4A be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to the said resolution numbered 4B, provided that such amount shall not exceed 10% of the number of issued Shares as at the date of passing of the said resolution numbered 4B.”

• as special business, to consider and, if thought fit, passing the following Resolution as an ordinary Resolution:

“ THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of, the listing of and permission to deal in, the Shares in the capital of the Company to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by the Company by way of shareholders’ resolution passing on 26 September 2010 in the manner as set out in paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit of up to 10% of the number of Shares in issue as at the date of passing of this resolution be and is hereby approved; and

• (b) the Directors be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

Yours faithfully

For and on behalf of the Board of

Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

Hong Kong, 30 June 2016

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

21

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the Board comprises nine Directors, including three executive Directors, namely Mr. Wong Ka Wah, Albert, Mr. Hong Sze Lung and Mr. Kwong Yuk Kap; three non-executive Directors namely, Mr. Lau Wan Pui, Joseph, Mr. Law Chung Lam, Nelson and Mr. Lu Xianglong and three independent non-executive Directors, namely Mr. Leung Ka Tin, Mr. Tam Chak Chi and Mr. Chow Chi Fai.

This notice, 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 notice 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 notice misleading.

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

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the annual general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong at least 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof.

3. In relation to the proposed Resolutions no. 4A and 4C above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the shareholders of the Company.

4. In relation to the proposed Resolution no. 4B above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed Resolution as required by the GEM Listing Rules is set out in the accompanying document.

5. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting or any adjournment thereof if the member so desires and in such event, the instrument appointing the proxy shall be deemed to be revoked.

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

7. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 12:00 noon on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Company at www.wealthglory.com and the GEM at www.hkgem.com to notify Shareholders of the date, time and place of the rescheduled meeting.

8. Any voting at the meeting shall be taken by poll.

22