Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2019

Sep 18, 2019

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)

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 4 October 2019 at 11:00 a.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular.

Whether or not you are able to attend the extraordinary 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 extraordinary 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 extraordinary 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.

18 September 2019

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.

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CONTENTS

	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

• ‘‘Board’’

the board of Directors.

• ‘‘Business Day’’

a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours.

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC.

• ‘‘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.

• ‘‘Consolidated Share(s)’’ ordinary share(s) with a par value of HK$0.24 each in the share capital of Company upon the Share Consolidation becoming effective.

• ‘‘Director(s)’’ the directors of the Company.

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 4 October 2019 at 11:00 a. m. to consider the ordinary resolution to be proposed to approve the Share Consolidation.

• ‘‘GEM’’

GEM operated by the Stock Exchange.

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM.

• ‘‘GEM Listing Committee’’ has the meaning ascribed thereto under the GEM Listing Rules.

• ‘‘Group’’ the Company and its subsidiaries.

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong.

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DEFINITIONS

• ‘‘HKSCC’’ the Hong Kong Securities Clearing Company Limited. ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China.

• ‘‘Latest Practicable Date’’ 16 September 2019, being the latest practicable date prior to the printing of this circular.

• ‘‘Share Consolidation’’ the proposed consolidation of every four (4) issued and unissued Existing Shares of par value of HK$0.06 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$0.24 each.

• ‘‘Shareholder(s)’’ holder(s) of the Share(s). ‘‘Share(s)’’ or ‘‘Existing Share(s)’’ the ordinary share(s) of HK$0.06 each in the share capital of the Company.

• ‘‘Share Option(s)’’ share option(s) granted under the Share Option Scheme entitling the holders thereof to subscribe for Share(s).

• ‘‘Share Option Scheme’’ the existing share option scheme of the Company adopted by the Company on 26 September 2010.

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited. ‘‘%’’ per cent.

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EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only.

Event

Time and Date

Despatch date of circular with notice of the EGM . . . . . . . . . . . . . . . . . . . . . on or before Wednesday, 18 September 2019

Latest time for lodging share transfer in order to

qualify for attending and voting at the EGM . . . . . 4:00 p.m. on Friday, 27 September 2019

• Closure of register of members for determining the entitlement to attend and vote at the EGM

• (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30 September 2019 to Friday, 4 October 2019

Latest time for lodging forms of

proxy for the EGM . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 2 October 2019

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 4 October 2019 Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . Friday, 4 October 2019

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . Wednesday, 9 October 2019 First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . Wednesday, 9 October 2019

Dealing in the Consolidated Shares commences . . . . . 9:00 a.m. on Wednesday, 9 October 2019

Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 9 October 2019 Temporary counter for trading in the Consolidated Shares in board lots of 2,500 Consolidated Shares (in the form of existing share certificates) opens . . 9:00 a.m. on Wednesday, 9 October 2019

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EXPECTED TIMETABLE

Event

Time and Date

Original counter for trading in the Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates for the Consolidated Shares) re-opens . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 23 October 2019 Parallel trading in the Consolidated Shares (in the Form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 23 October 2019 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 23 October 2019 Temporary counter for trading in the Consolidated Shares in board lots of 2,500 Consolidated Shares (in the form of existing share certificates) closes . . . . . . 4:00 p.m. on Tuesday, 12 November 2019 Parallel trading in the Consolidated Shares (in the Form of new share certificates for the Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 12 November 2019 Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 12 November 2019 Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 14 November 2019

Note: All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

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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. Tse Sing Yu Ms. Lin Su

Non-executive Directors: Mr. Law Chung Lam, Nelson

Independent non-executive Directors: Mr. Tam Chak Chi Mr. Chan Ka Hung Mr. Liu Yongsheng

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

Principal place of business in Hong Kong: 12/F, The Pemberton No. 22-26 Bonham Strand Hong Kong

18 September 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 10 September 2019 in respect of the proposed Share Consolidation. The purpose of this circular is to provide you among other things, details of (i) the Share Consolidation and (ii) the notice of the EGM to be convened.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every four (4) issued and unissued Shares of par value of HK$0.06 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.24 each.

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LETTER FROM THE BOARD

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 1,666,666,6662/3 Shares of par value of HK$0.06 each, of which 821,736,000 Shares have been issued and are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$100,000,000 divided into 416,666,6662/3 Consolidated Shares of par value of HK$0.24 each, of which 205,434,000 Consolidated Shares will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. The Share Consolidation will not result in any change in the rights of the Shareholders. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Based on the closing price of HK$0.058 per Share as quoted on the Stock Exchange as at the Latest Practicable Date, the theoretical market price per Consolidated Share, assuming the Share Consolidation had already become effective, would be HK$0.232 per Consolidated Share.

The Shares are currently traded in board lots of 10,000 Shares each and the market value per board lot of the Shares is HK$580, based on the closing price of HK$0.058 per Share as quoted on the Stock Exchange on the Latest Practicable Date. Upon the Share Consolidation becoming effective, the board lot size will remain the same and the Consolidated Shares will be traded in board lots of 10,000 Consolidated Shares and the estimated market value per board lot of the Consolidated Shares will be HK$2,320, based on the closing price of HK$0.058 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of the ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM; and

• (ii) the Listing Committee granting approval to the listing of and permission to deal in the Consolidated Shares

• (iii) The compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the GEM Listing Rules to effect the Share Consolidation

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LETTER FROM THE BOARD

The Share Consolidation will become effective on the second Business Day immediately following the fulfilment of the above conditions.

Listing Application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, upon the Share Consolidation being effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

No part of the share capital of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

OTHER ARRANGEMENT

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact China Prospect Securities Limited at units 1113A & 1115, 11/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong (telephone number: (852) 38991600 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period).

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LETTER FROM THE BOARD

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Free exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Wednesday, 9 October 2019, being the second Business Day immediately after the date of the EGM, Shareholders may on or after Wednesday, 9 October 2019 and until Thursday, 14 November 2019 (both days inclusive), submit their existing share certificates for the Shares in purple colour to the Company’s branch share registrar, Union Registrars Limited at 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong to exchange for new share certificates for the Consolidated Shares in green colour at the expense of the Company.

Thereafter, existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each new share certificate for the Consolidated Shares issued or each existing share certificate for the Shares submitted for cancellation, whichever is higher.

The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 12 November 2019 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Consolidated Shares on the basis of four (4) Shares for one (1) Consolidated Share.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are outstanding Share Options for subscription of an aggregate of 68,478,600 Shares under the Share Option Scheme. The Share Consolidation may lead to adjustments to the exercise price and/or the number of Consolidated Shares falling to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme and the GEM Listing Rules.

Upon the Share Consolidation becoming effective, the outstanding Share Options will entitle the holders thereof to subscribe for up to 17,119,650 Consolidated Shares in aggregate of HK$0.24 each of the Company under the exercise price of HK$0.36 per Consolidated Share.

Save for the aforesaid, the Company has no other outstanding options, warrants or securities in issue which are convertible or exchangeable into Shares as at the date of this announcement.

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LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 3 July 2018 has further stated that (i) market price of the Shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

In view of the recent trading prices of the Shares at a level less than HK$0.1 and the existing board lot value being less than HK$2,000, the proposed Share Consolidation will increase the nominal value of the Shares and would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange. As such, it would (i) enable the Company to comply with the trading requirements under the GEM Listing Rules; and (ii) reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade.

With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore further broaden the shareholder base of the Company. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any intention, negotiation, agreement, arrangement or understanding for any fundraising activities, acquisitions and/or disposals in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

In view of the above reasons, the Company considers the proposed Share Consolidation is justifiable notwithstanding of the potential costs and impact arising from creation of odd lots to Shareholders. Accordingly, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 4 October 2019 at 11:00 a.m. is set out on pages 11 to 13 of this circular. At the EGM, ordinary resolution in respect of proposed Share Consolidation will be proposed to the Shareholders.

To the best knowledge of the Directors, no Shareholders have a material interest in the proposed Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the EGM.

Whether or not you are able to attend the EGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM (i.e. 11:00 a.m. on Wednesday, 2 October 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any votes of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions set out in the EGM notice to be considered and, if thought fit, passed at the EGM shall be voted by way of poll by the Shareholders. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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 consider that the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution at the EGM.

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Tse Sing Yu Executive Director

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NOTICE OF EXTRAORDINARY 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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘Meeting’’) of Wealth Glory Holdings Limited (the ‘‘Company’’)will be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 4 October 2019 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:

• (a) every four (4) issued and unissued shares of HK$0.06 each in the share capital of the Company be consolidated into one (1) share of HK$0.24 each (each a ‘‘Consolidated Share’’), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the ‘‘Share Consolidation’’);

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the ‘‘Directors’’) of the Company may think fit; and

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Tse Sing Yu Executive Director

Hong Kong, 18 September 2019

Registered office: Principal place of business in Hong Kong: Cricket Square, Hutchins Drive 12/F, The Pemberton P.O. Box 2681 Grand Cayman No. 22-26 Bonham Strand KY1-1111 Cayman Islands Hong Kong

As at the date of this notice, the Board comprises six Directors, including two executive Directors, namely Mr. Tse Sing Yu, Ms. Lin Su; one non-executive Directors namely, Mr. Law Chung Lam, Nelson and three independent non-executive Directors, namely Mr. Chan Ka Hung, Mr. Tam Chak Chi and Mr. Liu Yongsheng.

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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 extraordinary 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 extraordinary general meeting or any adjournment thereof.

3. The register of members of the Company will be closed from Monday, 30 September 2019 to Friday, 4 October 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the Extraordinary General Meeting, all properly completed transfer forms 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 no later than 4:00 p.m. on Friday, 27 September 2019.

4. 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.

5. The Meeting is expected to last for less than half a day. Members (in person or by proxy) attending the Meeting are responsible for their own transportation and accommodation expenses. Members or their proxies attending the Meeting shall present their identity certifications.

6. 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 EGM, the EGM 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.

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

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