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

Jun 16, 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 stockbroker, or other licensed securities dealer, bank manager, solicitors, 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 transferee or to the bank, stockbroker 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)

MAJOR TRANSACTION

IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN AND

THE SHAREHOLDER’S LOAN DUE BY

PARABURDOO LIMITED

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Adviser

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Euto Capital Partners Limited

A notice convening an extraordinary general meeting (the “ EGM ”) of the Company to be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Monday, 11 July 2016 at 3:00 p.m., is set out on pages 23 to 24 of this circular. A form of proxy for 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 enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar 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 no later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at such meeting or any adjournment meeting should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www. hkgem.com for at least 7 days from the date of its posting and the website of the Company at www. wealthglory.com.

17 June 2016

CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix II – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

i

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.

ii

DEFINITIONS

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

“Agreement” the conditional sale and purchase agreement dated 24 March 2016 entered into between the Company and the Purchaser in respect of the Disposal

• “Announcement” the announcement of the Company dated 24 March 2016 in relation to the Disposal

• “associates” has the meaning ascribed to it under the GEM Listing Rules

• “Board” the board of Directors “Business Day” a day (other than Saturday, Sunday or public holiday or days on which a typhoon signal No.8 or above or black rainstorm warning is hosted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for general banking business in Hong Kong throughout their normal business hours

• “BVI” the British Virgin Islands “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 (stock code: 8269)

• “Completion” completion of the Disposal pursuant to the terms and conditions of the Agreement

• “Completion Date” the date on which Completion takes place in accordance with the Agreement, which is within five Business Days after the date of fulfillment (or waiver, as the case may be) of the last of the conditions precedent under the Agreement (or such other date as the Company and the Vendor shall agree)

• “connected person(s)” has the meaning ascribed to it under the GEM Listing Rules

• “Consideration” HK$2,000,000, being the total consideration for the Disposal

• “Director(s)” directors of the Company from time to time

• “Disposal” the disposal of the Sale Shares and the Sale Loan by the Company to the Purchaser as contemplated under the Agreement

1

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, among other things, to approve the Disposal and the transactions contemplated thereunder

• “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party(ies)” any person or company and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are not connected persons of the Company and are third parties independent of the Company and its connected persons in accordance with the GEM Listing Rules

• “Latest Practicable Date” 15 June 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Long Stop Date” on or before 4:00 p.m. on 30 September 2016 or such other date as the parties to the Agreement may agree

• “Paraburdoo” Paraburdoo Limited, a company incorporated in BVI with limited liability

• “Paraburdoo Group” Paraburdoo and its subsidiaries

• “PRC” the People’s Republic of China, and for the purpose of this circular, excludes Taiwan, Hong Kong and the Macau Special Administrative Region

• “Purchaser” Wong Ka Chun, being the purchaser under the Agreement “Remaining Group” the Group other than the Paraburdoo Group “Sale Shares” 30,000 ordinary shares of US$1.00 each in the capital of Paraburdoo, representing the entire equity interest in Paraburdoo

2

DEFINITIONS

“Sale Loan” all obligations, liabilities and debts owing or incurred by the Paraburdoo Group to the Company on or at any time prior to the Completion whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion, which as at the Latest Practicable Date, amounted to approximately HK$11,147,000 “Share(s)” ordinary share(s) of HK$0.01 each in the issued share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” 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. Leung Ka Tin Mr. Tam Chak Chi Mr. Chow Chi Fai

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

Head office and principal place of business in Hong Kong: 17/F., No. 8 Wyndham Street Central Hong Kong 17 June 2016

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL IN AND

THE SHAREHOLDER’S LOAN DUE BY PARABURDOO LIMITED AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement whereby the Board announced that on 24 March 2016 (after trading hours of the Stock Exchange), the Company and the Purchaser entered into the Agreement, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares, representing the entire equity interest of Paraburdoo, and the Sale Loan at the Consideration of HK$2,000,000.

The purpose of this circular is to provide you with, among other matters, (i) further details of the Disposal and the transactions contemplated thereunder; and (ii) a notice convening the EGM.

4

LETTER FROM THE BOARD

THE AGREEMENT

Date: 24 March 2016

Parties: (i) the Company, being the vendor; and

(ii) Wong Ka Chun, being the Purchaser.

The Purchaser is a Hong Kong citizen and a business consultant specialized in product developments and procurement of products. The Purchaser’s family operates a company in Shanghai, the PRC, which is engaged in trading of packaged food including various brands of packaged noodles. The said company is one of the customers of Paraburdoo Group and hence is familiar with the products manufactured by Paraburdoo Group. The Purchaser was introduced to the Company by Ms. Jenny Lee, the management member of the Paraburdoo Group.

Ms. Jenny Lee met the chairman of the Company (“ Chairman ”) in mid-September 2015 regarding the operation results of the noodle business operated by the Paraburdoo Group and understood that the operating performance did not indicate any improvement. The Chairman expressed his concern on the persistent non-performing noodle business of the Group and the Group’s exit from the noodle business may be one of the options to be considered by the Group.

Subsequently, in November 2015, Ms. Jenny Lee informed the Chairman that the Purchaser was interested in the noodle business operated by the Paraburdoo Group. The Chairman and the Purchaser met in late November 2015 to discuss the possible sale of the noodle business to the Purchaser, yet no definitive terms or agreements were reached. During early December 2015 to February 2016, the Chairman and the Purchaser had various meetings to negotiate the terms (including but not limited to the consideration) in relation to the possible sale of the noodle business to the Purchaser.

On 21 March 2016, the Company engaged Euto Capital Partners Limited to act as the financial adviser of the Company in respect of the Disposal and the Agreement was entered into between the Purchaser and the Company on 24 March 2016.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as disclosed above, the Purchaser (i) is an Independent Third Party; (ii) does not have any relationship with the management of the Company, the Paraburdoo Group, the vendors of the targets acquired/proposed to be acquired or the purchaser of the subsidiaries disposed by the Company in the last 12 months; and (iii) has no current and/or former dealing with the Group.

Assets to be disposed of

Pursuant to the Agreement, the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase:

• (i) the Sale Shares, being 30,000 ordinary shares of US$1.00 each in the capital of Paraburdoo, representing the entire issued share capital of Paraburdoo; and

5

LETTER FROM THE BOARD

• (ii) the Sale Loan, being all obligations, liabilities and debts owing or incurred by Paraburdoo Group to the Company on or at any time prior to the completion of the Agreement whether actual, contingent or deferred and irrespective or whether or not the same is due or payable on completion of the Agreement.

Consideration

The Consideration for the Sale Shares and Sale Loan is HK$2,000,000, which will be satisfied by the Purchaser to the Company upon Completion by cash.

The Consideration was determined after arm’s length negotiation between the parties with reference to (i) the performance of the Paraburdoo Group in the past years; and (ii) the net liabilities of the Paraburdoo Group. In arriving at the Consideration, the Directors had taken into account (i) the sum of the amount of the Sale Loan (i.e. HK$11,147,000) and the attributable net liabilities of the Paraburdoo Group as at 29 February 2016 (i.e HK$9,525,000), which amounted to approximately HK$1,622,000 (the “ Adjusted NAV ”) and (ii) the latest unaudited financial status of the Paraburdoo Group (details of which are set out in the section headed “Financial information of the Paraburdoo Group”), of which the Consideration represents a premium of approximately 23.3% of the Adjusted NAV.

Accordingly, the Directors consider that the Consideration and the terms and conditions of the Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

Conditions precedent

Completion is conditional upon the satisfaction (or waiver, if applicable) of, inter alia, the following conditions precedent:

• (i) the passing by the Shareholders at the EGM to be convened and held of the necessary resolution(s) to approve the Agreement and the transactions contemplated thereunder;

• (ii) all necessary consents, licences and approvals required to be obtained on the part of the Company and the Group in respect of the Agreement and the transactions contemplated thereby having been obtained and remain in full force and effect; and

• (iii) the representation and warranties given by the Company remaining true and accurate in all respects.

The Purchaser may at his absolute discretion at any time waive in writing the condition set out in (iii) above. For the avoidance of doubt, the conditions (i) and (ii) are not waivable. If the above conditions have not been satisfied (or as the case may be, waived) on or before the Long Stop Date, the Agreement shall cease and determine and neither party shall have any obligations and liabilities towards each other hereunder save for any antecedent breaches of the terms hereof.

As at the Latest Practicable Date, none of the conditions precedent has been satisfied.

6

LETTER FROM THE BOARD

Completion

Subject to fulfillment (or waiver, as the case may be) of the conditions precedent as stated above on or before the Long Stop Date, the Completion shall take place within five Business Days after the fulfilment (or waiver, as the case may be) of the last of the conditions precedent as stated above.

INFORMATION ON THE PARABURDOO GROUP

Paraburdoo is an investment holding company, which holds four wholly-owned subsidiaries, namely, Pacific Asset International Limited (incorporated with limited liability in Hong Kong), Greenfortune (Macao Commercial Offshore) Limited (incorporated in Macau with limited liability), Success Link Trading Limited (incorporated in Hong Kong with limited liability) and Shui Ye (Shanghai) Foods Co., Limited (incorporated in the PRC with limited liability). The Paraburdoo Group is principally engaged in manufacture and sale of fresh and dried noodles.

The operating performance of the Paraburdoo Group reached its peak in 2011 and started to deteriorate since late 2011 when the PRC relevant authority tightened up the formalities for domestic and export sales due to the government’s arising concern with the food safety scandals which led to more stringent domestic measures on food quality controls and other process to reduce the food safety risks. Consequently, it triggered delay in goods clearance procedures, caution among customers, and an overall reduction in the sales volume since then. Coupled with the escalating costs in raw materials and the downturn in global economy, the Paraburdoo Group’s performance for export sales had been significantly affected. The export sales started its downward trend since 2011 by which a drop of 19.8% in export sales was recorded in 2012 and the situation was worse off in 2013 in which a further 61% drop in export sales was recorded. On the other hand, costs in raw materials and direct labours have continued climbing up which the Paraburdoo Group had difficulties to fully transfer all such increased costs to its customers.

To cope with the change in the geographic market mix of sales and with an aim to improve its financial results, the Paraburdoo Group installed additional production lines for production of dried noodles for the PRC domestic market and had since then focused its sales domestically. Currently, the Paraburdoo Group’s sales remained stable and mainly derived from local markets in PRC. However, the financial performance remained unsatisfactory. Although there are ups and downs of the operating results, the Paraburdoo Group had never been able to experience a turnaround from its loss situation since 2013 due to the various factors affecting the operating environment as mentioned above. The management of the Paraburdoo Group had taken measures including the reduction of headcounts in order to reduce the direct labour costs. The headcount of the Paraburdoo Group has reduced from 80 in 2011 to 60 in 2016. It commenced the online sales via an online platform, Taobao, since 2014 in order to boost up local sales at a relatively lower operating cost. The Paraburdoo Group also organized different marketing and promotion activities including the noodle recipe cooking demonstrations to consumers and special sale promotion activities on special days such as Mothers’ Day etc.

Despite the measures taken, based on the observation of the management of Paraburdoo Group, it has experienced keen competition in the industry in the recent years. In view of nature of the products manufactured by the Paraburdoo Group and the outcome of different marketing measures taken, the Directors believe the demand will be stable but lack of significant growth.

7

LETTER FROM THE BOARD

Financial information of the Paraburdoo Group

Set out below is the unaudited financial information of Paraburdoo Group for each of the two financial years ended 31 March 2014 and 31 March 2015 (for illustration purposes only):

	For the year ended	For the year ended
	31 March 2015	31 March 2014
	(unaudited)	(unaudited)
	HK$	HK$
Loss before and after taxation	(2,514,000)	(4,851,000)

The Paraburdoo Group recorded unaudited net liabilities of approximately HK$9,526,000 as at 29 February 2016.

Upon Completion, the Paraburdoo Group will cease to be subsidiaries of the Company. The financial results of the Paraburdoo Group will no longer be consolidated into the Group’s consolidated financial statements.

APPLICATION OF THE CONSIDERATION

The net proceeds (after deducting other expenses in relation thereto) arising from the Disposal of approximately HK$1.6 million will be reserved for general working capital of the Group. As at the Latest Practicable Date, the Group does not have any specific plan for the use of the net proceeds.

REASONS FOR AND BENEFITS OF THE DISPOSAL

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; trading of natural resources and commodities; development and promotion of brands, design, manufacture and sale of trendy fashion merchandises and other consumer products; investment in securities; and money lending and secured financing business.

The Directors have been continuously evaluating the current business strategies of the Group with an aim to achieve the best use of its resources and improve its overall performance.

8

LETTER FROM THE BOARD

As disclosed in the annual report of the Company for the year ended 31 March 2015, the Group did not expect the manufacturing and sale of fresh and dried noodles business segment (“ Packaged Food Segment ”) to achieve any significant growth in the near future and the Packaged Food Segment under Paraburdoo Group has been recording losses in the past two years ended 31 March 2015. Though the loss of the Packaged Food Segment has decreased, the Board is not confident that this persistent nonperforming business could have a turnaround from its loss situation in the foreseeable future. As further disclosed in the third quarterly report of the Company for the nine months ended 31 December 2015, the Packaged Food Segment recorded a further loss of HK$1.5 million.

As the Packaged Food Segment is a non-performing business and the transaction size is not material (with the Consideration being HK$2,000,000), the Board does not wish to incur further costs such as professional fees and commission in relation to the disposal exercise. Hence, the Board is unable to market the Packaged Food Segment in the capital market, which led to limited options of other purchaser(s) and alternative disposal terms available for the Group to consider. The Board considers that the terms of the Disposal (including the Consideration of HK$2,000,000, which represents a premium of approximately 23.3% over the Adjusted NAV (being approximately HK$1,622,000 which is equivalent to the amount of Sale Loan having deducted the net liabilities of the Paraburdoo Group)) are terms acceptable for consideration.

As (i) the expected gain from Disposal (being only HK$18,000) is minimal; and (ii) the net proceeds (being only approximately HK$1.6 million) is not material, the Board has not arranged any specific use for the proceeds other than reserving it as general working capital despite the Company has sufficient working capital for the next 12 months from the date of this circular. Having said that, the Directors consider the Disposal allows the Group to exit from subsidizing the non-performing business of the Paraburdoo Group and create a good opportunity for the Group to restructure its strategic business position and focus its resources in pursuing development opportunities of other existing businesses of the Group (though the Group expects the loan portfolio of its money lending business to grow at slow pace and the Group has no concrete plan for trading business). For further information on the strategic business position and development opportunities of the Group’s other existing businesses, please refer to the section headed “V Financial and Trading Prospects of the Remaining Group” in Appendix I.

Having considered the above, the Directors consider that the terms of the Disposal are on normal commercial terms, fair and reasonable and the Disposal is in the interests of the Company and its Shareholders as a whole.

THE ACQUISITION

Reference is made to the announcement of the Company dated 18 March 2016 in relation to the proposed acquisition of Strategy King Holdings Limited (the “ Acquisition Announcement ”) which specializes in trading of games, console games, and games-related accessories and products in Hong Kong (the “ Acquisition ”). Subject to fulfillment (or waiver, as the case may be) of the conditions precedent as stated in the Acquisition Announcement, the Company expected that the Acquisition will be completed in or around late July 2016.

9

LETTER FROM THE BOARD

As disclosed in the Acquisition Announcement, the Directors are of the view that the Acquisition could, among others, diversify and broaden the Group’s business into trading of games, consoles games and entertainment products apart from the existing trading of natural resources and commodities and hence will provide another source of income to the Group. Therefore, the Directors consider that the Acquisition is in the interest of the Company and the Shareholders as a whole. Save as those publicly disclosed and that disclosed above, the Company does not have any intention, arrangement, agreement, understanding, negotiation to further acquire new assets/businesses. In the event the Acquisition cannot proceed due to whatever reasons, the Group shall focus its resources in pursuing development opportunities of its existing businesses.

As the Group expects to continue to engage in (i) sales of trendy fashion and consumer products business; (ii) sales of trading of natural resources and commodities business; (iii) money lending business; and (iv) securities investments business after completion of the Disposal and the Acquisition, there is no fundamental change in the Company’s existing business. As at the Latest Practicable Date, the Company has no intention to terminate, dispose and/or scaling down the business as of the Remaining Group except that the Group may have its securities portfolio reduced gradually once its fund is due for deployment in planned fund use purposes. For further information, please refer to the section headed “V Financial and Trading Prospects of the Remaining Group” in Appendix I.

FINANCIAL IMPACT OF THE DISPOSAL ON THE GROUP

Based on (i) the unaudited net liabilities of the Paraburdoo Group of approximately HK$9,525,000 as at 29 February 2016; (ii) the Sale Loan; (iii) the Consideration; and (iv) the related expenses relating to the Disposal, the Group currently expects to record a gain arising from Disposal of approximately HK$18,000. The amount is subject to review and confirmation by the Company’s auditors.

Upon Completion, the total assets and liabilities of the Group will be reduced by the assets and liabilities attributable to the Paraburdoo Group. It is estimated that upon Completion, the Group will record (i) a decrease in total assets of approximately HK$4,883,000; and (ii) a decrease in total liabilities of approximately HK$4,901,000. The Directors expect that the Disposal will have a positive impact on earnings of the Company as Paraburdoo has been recording losses for the past two years ended 31 March 2015.

10

LETTER FROM THE BOARD

After taking into account the Completion and the present financial resources available to the Group, including internally generated funds, renewal of loans from non-controlling shareholders of a subsidiary, and other available banking and other facilities, the Group will have sufficient working capital to meet its present requirements for at least 12 months from the date of this circular in the absence of unforeseen circumstances. In view of the existing financial position of the Group, the Company does not intend to conduct any fund raising activities as at the Latest Practicable Date.

The aforesaid estimation is for illustrative purpose only and does not purport to represent how the financial position of the Group will be after Completion.

IMPLICATIONS OF THE GEM LISTING RULES

As certain of the applicable percentage ratios (as defined in the GEM Listing Rules) for the Disposal are more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company and is subject to the reporting, announcement and Shareholders’ approval requirements.

The Company will seek approval for, among other things, the Agreement and the transactions contemplated thereunder from the Shareholders at the EGM.

EGM

In accordance with the GEM Listing Rules, any Shareholder who has a material interest in the Disposal shall abstain from voting on the resolution(s) to approve the Agreement and the transactions contemplated thereunder at the EGM. To the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, (i) no Shareholder has any material interest in the Disposal and will be required to abstain from voting on the relevant resolution(s) to approve the Agreement and the transactions contemplated thereunder at the EGM; and (ii) none of the vendors of the targets acquired or proposed to be acquired by the Company and none of the purchaser of the subsidiaries disposed by the Company in the last 12 months have any interest in the Disposal.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the Company will procure the chairman of the EGM to demand for voting on poll in respect of the ordinary resolution to be proposed at the EGM in accordance with the memorandum of association and the articles of association of the Company and Union Registrars Limited, the branch share registrar of the Company in Hong Kong, will serve as the scrutineer for the vote-taking.

The EGM will be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong, on Monday, 11 July 2016 at 3:00 p.m., the notice of which is set out on pages 23 to 24 of this circular, to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder.

11

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at such meeting, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Board is of the view that the terms of the Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution(s) approving the Agreement and the transactions contemplated thereunder.

FURTHER INFORMATION

Your attention is also drawn to the additional information as set out in the appendices to this circular.

Shareholders and potential investors should note that completion of the Disposal is subject to fulfillment of the conditions precedent in the Agreement. As the Disposal may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

By order of the Board Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

12

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

I. FINANCIAL SUMMARY

Financial Information Incorporated by Reference

Details of the financial information of the Group for each of the three financial years ended 31 March 2013, 31 March 2014 and 31 March 2015 respectively have been set out on pages 37 to 77, pages 47 to 113 and pages 49 to 119 of the Company’s annual reports for the financial years ended 31 March 2013, 31 March 2014 and 31 March 2015 respectively, and are incorporated by reference into this circular. The said annual reports of the Company have been posted on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company at www. wealthglory.com.

II. INDEBTEDNESS

As at the close of business on 31 May 2016, being the latest practicable date for the purpose of this indebtedness statement, the Group had outstanding unguaranteed and unsecured bonds with principal amount of approximately HK$20 million, unguaranteed and secured loans from non-controlling shareholders of a subsidiary of the Company with principal amount of HK$20 million which were secured by certain of the Group’s loans receivables, and guaranteed and unsecured bank borrowings and overdrafts with carrying amount of approximately HK$1.3 million.

Save as aforesaid or as otherwise mentioned herein, and apart from intra-group liabilities and normal accounts payable in the ordinary course of business, the Group did not have any other outstanding borrowings, mortgages, charges, debentures, loan capital and overdraft, debt securities or other similar indebtedness, finance lease or hire purchase commitment, liabilities under acceptances or acceptance credits or any guarantees or other material contingent liabilities as at the close of business on 31 May 2016, being the latest practicable date for the purpose of this statement of indebtedness prior to printing of this circular.

III. WORKING CAPITAL

The Directors are of the opinion that after taking into account the Completion and the present financial resources available to the Group, including internally generated funds, renewal of loans from non-controlling shareholders of a subsidiary, and other available banking and other facilities, the Group will have sufficient working capital to meet its present requirements for at least 12 months from the date of this circular in the absence of unforeseen circumstances.

IV. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save for the unaudited results of the Group for the nine months ended 31 December 2015 published on 12 February 2016, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2015, the date to which the latest audited financial statements of the Group were made up.

13

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

V. FINANCIAL AND TRADING PROSPECTS OF THE REMAINING GROUP

The Group is principally engaged in the (i) manufacture and sale of fresh and dried noodles; (ii) investment in coal trading business; (iii) trading of natural resources and commodities; (iv) development and promotion of brands, design, manufacture and sale of trendy fashion merchandises and other consumer products; (v) investment in securities and (vi) money lending and secured financing business.

According to the interim report of the Company for the six months ended 30 June 2015, the recent volatility of the local and global stock markets and the fall in oil and minerals prices as well as the uncertainty in the Chinese and global economy all cast negative impact to the financial and investment markets and the Group’s existing operating environment. On the other hand, it may provide favorable condition to the Group in identifying suitable investment opportunities for diversifying the Group’s business at better terms.

The Directors consider the Disposal allows the Group to exit from subsidizing the nonperforming business of the Paraburdoo Group and create a good opportunity for the Group to restructure its strategic business position and focus its resources in pursuing development opportunities of other existing businesses of the Group.

Based on, inter alia, the Consideration and the related expenses relating to the Disposal, the Group currently expects to record a gain arising from Disposal of approximately HK$18,000. The amount is subject to review and confirmation by the Company’s auditors.

Upon Completion, the remaining businesses of the Group will consist of (i) sales of trendy fashion and consumer products business; (ii) money lending business; (iii) securities investment business; and (iv) trading of natural resources and commodities.

In respect to the sales of trendy fashion and consumer products business, the Group will continue to cooperate with other trendy fashion brands and as at the Latest Practicable Date, the Group is in negotiation with various brands for the possible production and marketing of cross series of fashion merchandises. Capitalized on the Group’s connection with the aforesaid brands, most of the cooperation will be in the form of profit sharing based on products sold. As such, the Group believes its revenue base will be enhanced whilst would not create heavy pressure on funding needs in acquiring such brands.

Regarding the money lending business, which is capital-driven in nature and is still at an early stage with relatively small size of loan portfolio as compared with other market players, the Group’s observation is that there is a constant demand in the market for this business to grow yet it is subject to the availability of capital. Without injection of new capital, the loan portfolio will grow at slow pace (i.e. by rolling existing loans upon their maturities with new borrowers). Nonetheless, the Group does not plan to expand its money lending business in a rapid manner at the moment in view of the uncertainty of the local properties market given that the majority of loans are secured by properties. The Group will strike a balance between expanding the business and the risks associated from such growth.

14

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the securities investment business, which involves investment in listed securities in Hong Kong for the purpose of diversifying the income source of the Group and to optimize the return of short-term idle fund, the Group expects that the size of the securities portfolio will be reduced gradually once the fund is due for deployment in planned fund use purposes including general working capital as well as funding of operations of relevant projects.

In respect to the trading of natural resources and commodities business, the Group has no concrete plan for expansion in the next 12 months under the current volatility of the relevant market and the Group will continue to cautiously carry out trading of crude palm oil in the form of trade-by-trade basis.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particular given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. 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 is not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

DIRECTORS’ INTERESTS IN SHARES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of SFO) as recorded in the register required to be kept by the Company under Section 352 of the SFO; or as otherwise notified to the Company and the Stock Exchange pursuant to the required standard of dealings by directors of the Company as referred to in Rules 5.46 to 5.67 of the GEM Listing Rules, were as follows:–

Aggregate long positions in Shares

		Number of	Approximate
		Shares in	percentage of
	Capacity of	interest	total issued
Name of Directors	interests	(Note)	shares
Mr. Wong Ka Wah, Albert	Beneficial owner	15,405,000	0.37%
Mr. Hong Sze Lung	Beneficial owner	15,405,000	0.37%
Mr. Kwong Yuk Lap	Beneficial owner	4,108,000	0.10%
Mr. Lau Wan Pui, Joseph	Beneficial owner	3,081,000	0.07%
Mr. Law Chung Lam, Nelson	Beneficial owner	2,054,000	0.05%
Mr. Chow Chi Fai	Beneficial owner	1,027,000	0.02%
Mr. Leung Ka Tin	Beneficial owner	1,027,000	0.02%

Note:

These interests represented the interests in the underlying shares in respect of the share options granted by the Company to Directors.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any other interests or short positions in any shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under Section 352 of the SFO; or as otherwise notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules.

16

GENERAL INFORMATION

APPENDIX II

SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES

As at the Latest Practicable Date, the interests or short positions of every person, other than a Director or chief executive of the Company, in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

Aggregate long positions in Shares

			Approximate
		Number of	percentage of
		Shares in	total issued
Name of shareholder	Capacity of interests	interest	Shares
Azure Sea Developments Limited_(Note)_	Beneficial owner	2,328,767,123	56.68%
Mr. Lam Hak Ha Jasper_(Note)_	Interest in controlled corporation/
	Beneficial owner	2,342,215,223	57.00%

Note:

Azure Sea Developments Limited is the vendor under the sale and purchase agreement dated 18 March 2016 entered into by the Company in respect of the proposed acquisition of the entire equity interests in Strategy King Holdings Limited. Pursuant to the agreement, the Company shall issue consideration shares and convertible bonds to the vendor upon completion. The 2,328,767,123 shares represents the aggregate of the consideration shares and the conversion shares which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds by the vendor. The entire issued share capital of Azure Sea Developments Limited was beneficially owned by Lam Hak Ha Jasper (‘‘ Mr. Lam ’’). As at the Latest Practicable Date, Mr. Lam also owns 816,000 Shares and 12,632,100 share options granted by the Company.

Save as disclosed above, as at the Latest Practicable Date, no other person had any interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO.

3. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by the Group within the two years immediately preceding the date of this circular and are or may be material:

• (i) a supplemental agreement dated 15 July 2014 to an agreement dated 1 April 2014 entered into between Nice Glory (China) Limited, an indirectly wholly-owned subsidiary of the Company, and Tianjin Shouchuang Technology Development Limited and Ms. 季潔 (Jijie), in relation to the acquisition of 100% equity interest in 廣州首創投資諮詢有限公司 (translated as Guangzhou Shouchuang Investment Advisory Limited and formerly known as 廣州首創投 資有限公司), at an aggregate Consideration of RMB5,000,000 (equivalent to approximately HK$6,250,000);

17

APPENDIX II

GENERAL INFORMATION

• (ii) a termination agreement dated 29 August 2014 entered into between Nice Glory (China) Limited, a directly wholly-owned subsidiary of Eminent Along Limited, an indirectly whollyowned subsidiary of the Company, Eminent Along Limited, 天津首創科技發展有限公司 (translated as Tianjin Shouchuang Technology Development Limited) and Ms. 季潔 (Jijie) in relation to the acquisition of 100% equity interest in the 廣州首創投資諮詢有限公司 (translated as Guangzhou Shouchuang Investment Advisory Limited and formerly known as 廣州首創投資 有限公司);

• (iii) a conditional placing agreement dated 22 August 2014 entered into between the Company and Kingsway Financial Services Group Limited in relation to the placing of up to an aggregate of 237,000,000 new Shares at the price of HK$0.27 per Share;

• (iv) a conditional placing agreement dated 18 September 2014 entered into between the Company and Kingsway Financial Services Group Limited in relation to the placing of up to an aggregate of 317,000,000 new Shares at the price of HK$0.297 per Share;

• (v) a distribution agreement dated 23 September 2014 entered into between Bright Billion Holdings Limited (as a distributor), an indirectly wholly-owned subsidiary of the Company and Sino Partner Global Limited (as a supplier), pursuant to which Bright Billion Holdings Limited was appointed by Sino Partner Global Limited as an authorized distributor to conduct the distribution, marketing and service of Sports car “Gumpert Apollo” in Chengdu, Nanjing, Shijiazhuaung and Guiyang, the PRC at the one-off license fees in an aggregate amount of HK$20,000,000;

• (vi) a conditional placing agreement dated 24 November 2014 entered into between the Company and Kingsway Financial Services Group Limited in relation to the placing of up to an aggregate of 220,000,000 new Shares at the price of HK$0.30 per Share;

• (vii) a conditional placing agreement dated 13 April 2015 entered into between the Company and CNI Securities Group Limited in relation to the placing of up to an aggregate of 162,000,000 new Shares at the price of HK$0.21 per Share;

• (viii) a sale and purchase agreement dated 23 June 2015 entered into between the Company, Mr. Lu Xianglong, Mr. Zhu Huaipei, Mr. Wu Ruibiao and Mr. Cheung Siu Yu in relation to the sale and purchase of 51% equity interest in the Perfect Worth Investment Limited at an aggregate consideration of HK$204,000,000;

• (ix) a conditional placing agreement dated 9 September 2015 entered into between the Company and Supreme China Securities Limited in relation to the placing of up to an aggregate of 380,000,000 new Shares at the price of HK$0.107 per Share;

• (x) an acquisition agreement dated 23 September 2015 entered into between Silver Summit Investments Limited (“ Silver Summit ”), a wholly-owned subsidiary of the Company, and Mr. Lau Kan Sung Saville (柳勤嵩) and Mr. Lui Ka Yin (呂家賢), in relation to the acquisition of the entire share capital of MD Inc. Limited, at an aggregate Consideration of HK$47,000,000;

18

GENERAL INFORMATION

APPENDIX II

• (xi) a disposal agreement dated 23 September 2015 and entered into between Silver Summit, as vendor, and Silver Bright Resources Limited (“ Silver Bright ”), as purchaser, in respect of the disposal of entire issued share capital of Digital Rainbow Holdings Limited and all obligations, liabilities and debts owing or incurred by the Digital Rainbow Holdings Limited and Ease Chance International Limited;

• (xii) a supplemental agreement dated 30 November 2015 entered into the Company, Mr. Lu Xianglong, Mr. Zhu Huaipei, Mr. Wu Ruibiao and Mr. Cheung Siu Yu in relation to the sale and purchase of 51% equity interest in the Perfect Worth Investment Limited to amend the condition in the sale and purchase agreement dated 23 June 2015;

• (xiii) a supplemental agreement dated 31 December 2015 entered into the Company, Mr. Lu Xianglong, Mr. Zhu Huaipei, Mr. Wu Ruibiao and Mr. Cheung Siu Yu in relation to the sale and purchase of 51% equity interest in the Perfect Worth Investment Limited to amend and add certain terms and further extend the long stop date in the sale and purchase agreement dated 23 June 2015;

• (xiv) a conditional sale and purchase agreement dated 18 March 2016 entered into between the Company, as purchaser and Azure Sea Developments Limited, as vendor in respect of the acquisition of the entire interest in Strategy King Holdings Limited; and

• (xv) the Agreement.

Save as previously disclosed by the Company and in this circular, no monetary consideration has been passed to or from any member of the Group in relation to the above material contracts.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group, excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or any of their respective associates has any interest in business which competes with or may compete with the business of the Group or has any other conflict of interests which any person has or may have with the Group.

19

GENERAL INFORMATION

APPENDIX II

7. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the businesses of any member of the Group. As at the Latest Practicable Date, none of the Directors had any interest, directly or indirectly, in any assets which have been, since 31 March 2015 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

8. MISCELLANEOUS

• (a) As at the Latest Practicable Date, there is no contract or arrangement entered into by any member of the Group subsisting at the date of this circular in which any Director is materially interested and which is significant to the business of the Group.

• (b) As at the Latest Practicable Date, no Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 March 2015, the date to which the latest published audited consolidated financial statements of the Group were made up.

• (c) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and the head office and principal place of business in Hong Kong is at 17/F., No. 8 Wyndham Street, Central, Hong Kong.

• (d) The branch share registrar and transfer office of the Company in Hong Kong is Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong.

• (e) The company secretary of the Company is Mr. Lee Wai Ming who is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants. Mr. Lee has 20 years of experience in auditing and finance and possesses in-depth knowledge in Hong Kong accounting standards, taxation and statutory compliances requirements.

• (f) The compliance officer of the Company is Mr. Wong Ka Wah, Albert.

• (g) The Company established an audit committee pursuant to a resolution of the Directors passed on 26 September 2010 with written terms of reference in compliance with Rule 5.28 and 5.29 of the GEM Listing Rules. The primary duties of the audit committee are mainly to make recommendation to the Board on the appointment and removal of external auditor; review the financial statements and material advice in respect of financial reporting; and oversee internal control procedures of the Company. The audit committee comprises three independent non-executive Directors, namely Mr. Leung Ka Tin, Mr. Tam Chak Chi and Mr. Chow Chi Fai. Mr. Chow Chi Fai is the chairman of the audit committee.

20

GENERAL INFORMATION

APPENDIX II

Mr. Leung Ka Tin

Mr. Leung Ka Tin (“ Mr. Leung ”), aged 62, was appointed as an independent nonexecutive Director and a member of the Audit Committee in July 2014. Mr. Leung holds a diploma in financial management (a joint program of the Hong Kong Management Association and the Hong Kong Polytechnic University). Mr. Leung has 25 years of management experience in banking, treasury operation, project finance, logistics and human resource management. He was a senior management team member of various 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 the corporate finance field. He served as project head for companies owning gold mines and diamond mines both in the PRC and overseas and is currently the project director of Galaxy Asset Management Limited, a renowned alternative investment company in Hong Kong. Currently, 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.

Mr. Tam Chak Chi

Mr. Tam Chak Chi, aged 39, was appointed as an independent non-executive Director and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee in September 2013. He holds a bachelor’s degree of commerce from the University of Toronto. He 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 the GEM of the Stock Exchange as well as NASDAQ). He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. He was previously an independent non-executive director of Newtree Group Holdings Limited (stock code: 1323), the shares of which are listed on the Main Board of the Stock Exchange and an executive director of Seamless Green China (Holdings) Limited (stock code: 8150) and an independent non-executive director of Sky Forever Supply Chain Management Group Limited (formerly known as Rising Power Group Holdings Limited and China Neng Xiao Technology (Group) Limited) (stock code: 8047), both companies’ share are listed on the GEM of the Stock Exchange. Further, he is currently the chief financial officer and company secretary of a company listed on GEM of the Stock Exchange.

21

GENERAL INFORMATION

APPENDIX II

Mr. Chow Chi Fai

Mr. Chow Chi Fai (“ Mr. Chow ”), aged 45, was appointed as an independent nonexecutive Director and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee in September 2013. He was re-designated as the chairman of each of the Audit Committee and the Remuneration Committee on 18 November 2013. Mr. Chow 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), the shares of which are listed on the Main Board of the Stock Exchange.

• (h) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

9. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at 17/F., No. 8 Wyndham Street, Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the EGM:

• (a) the memorandum of association and articles of association of the Company;

• (b) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix;

• (c) the annual reports of the Company for each of the two financial years ended 31 March 2014 and 31 March 2015;

• (d) this circular.

22

NOTICE OF EGM

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

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

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of the shareholders of Wealth Glory Holdings Limited (the “ Company ”) will be held at 17/F., No. 8 Wyndham Street, Central, Hong Kong on Monday, 11 July 2016 at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the conditional sale and purchase agreement dated 24 March 2016 (the “ Agreement ”, details of which are disclosed in the circular of the Company dated 17 June 2016 (the “ Circular ”)) entered into between the Company, as vendor, and Wong Ka Chun, as purchaser, in relation to, among other matters, the sale and purchase of 30,000 ordinary shares of US$1.00 each in the capital of Paraburdoo Limited (“Paraburdoo, together with its subsidiaries, the “Paraburdoo Group”), which represents the entire issued share capital of Paraburdoo, and all obligations, liabilities and debts owed by the Paraburdoo Group to the Company as at the date of completion of the Agreement for a total consideration of HK$2,000,000 (the “ Disposal ”) (a copy of the Agreement is marked “A” and produced to the Meeting and signed by the chairman of the Meeting (the “ Chairman ”) for identification purpose) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

• (b) any one or more of the directors of the Company (“ Director ”) be and is/are hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company by hand, or in the case of execution of documents under seal, to do so jointly with any one of a second Director, a duly authorized representative of the Director or the secretary of the Company, and to take such steps as he may in his absolute discretion considers necessary, appropriate, desirable or expedient to give effect to or in connection with the Disposal and the transactions contemplated thereunder.”

By order of the Board Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

Hong Kong, 17 June 2016

23

NOTICE OF EGM

Notes:

1. Any Shareholder entitled to attend and vote at the Meeting shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a Shareholder but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at 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 meeting or any adjournment thereof.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish.

4. According to the articles of association of the Company, all proposed resolutions in general meetings of the Company shall be put to vote by way of poll.

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

6. The Chinese version of the notice is for reference only. Should there be any discrepancies, the English version will prevail.

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 Meeting, the Meeting 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. The register of members of the Company will be closed from Thursday, 7 July 2016 to Monday, 11 July 2016 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4 p.m. on Wednesday, 6 July 2016.

24