Ingdan, Inc. — Proxy Solicitation & Information Statement 2016

Jan 18, 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cogobuy Group, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)

DISCLOSEABLE AND CONNECTED TRANSACTION — PURCHASE OPTION AGREEMENT

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

A notice convening the EGM of Cogobuy Group to be held at IngDan Experience Center, Unit C101–103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, HighTech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4:00 p.m. is set out on pages 25 to 26 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cogobuy.com).

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they so wish.

18 January 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Alliance Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

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DEFINITIONS

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

• ‘‘Alliance Capital’’ or ‘‘Independent Financial Adviser’’

• Alliance Capital Partners Limited* (同人融資有限公司), a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and appointed as the independent financial adviser to the Independent Board Committee and independent Shareholders in respect of the Purchase Option Agreement

• ‘‘Board’’ the board of Directors

• ‘‘Brilliant’’ Brilliant Group Global Limited, a limited liability company incorporated in the British Virgin Islands, a wholly-owned subsidiary of Envision Global and an associate of Mr. Kang

• ‘‘Business Day’’

• a day (excluding Saturdays, Sundays or public holidays in the PRC) on which businesses are generally open in the PRC

• ‘‘Company’’ Cogobuy Group 科通芯城集團, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person’’ has the meaning ascribed thereto in the Listing Rules

• ‘‘controlling shareholder’’ has the meaning ascribed thereto in the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company proposed to be convened and held at IngDan Experience Center, Unit C101–103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High-Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4:00 p.m., to consider and, if thought fit, to approve the Purchase Option Agreement and the transaction contemplated thereunder

• ‘‘Envision Global’’ Envision Global Investments Limited, a limited liability company incorporated in the British Virgin Islands which is wholly-owned by Mr. Kang and is a controlling shareholder of the Company

• ‘‘Group’’ the Company and its subsidiaries

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

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DEFINITIONS

• ‘‘Hong Kong’’

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

• ‘‘Independent Board Committee’’ the independent board committee of the Company comprising all of the independent non-executive Directors for the purpose of giving a recommendation to the independent Shareholders on the terms of the Purchase Option Agreement and the transactions contemplated thereunder

• ‘‘Latest Practicable Date’’

• 12 January 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. Kang’’

• Mr. KANG Jingwei, Jeffrey (康敬偉), Chairman of the Board, Chief Executive Officer, executive Director and a controlling shareholder of the Company

• ‘‘Mr. Wu’’

• Mr. WU Lun Cheung Allen (胡麟祥), Chief Financial Officer, executive Director and Company Secretary of the Company

• ‘‘Ms. Yao’’

• Ms. YAO Yi (姚怡), a substantial shareholder of the Company

• ‘‘PRC’’

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

• ‘‘Purchase Option Agreement’’

• an agreement dated 11 December 2015 between the Purchaser, the Seller and the Target Company, pursuant to which, among other things, it was agreed that the Seller will grant the Purchaser an option for the Purchaser or any third party designated by the Purchaser to acquire, at its discretion and through one or more transactions, the entire equity interest in the Target Company for a cash consideration of RMB300,000,000 (equivalent to approximately HK$375,000,000), or part of the equity interest in the Target Company for a cash consideration which is proportional to the percentage of equity interest being acquired

• ‘‘Purchaser’’

• Qianhai Cogobuy.com (Shenzhen) Limited* (前海科通芯城通 信技術(深圳)有限公司), a limited liability company established under the laws of the PRC and an indirect whollyowned subsidiary of the Company

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DEFINITIONS

Renminbi, the lawful currency of the PRC

‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Seller’’ Comtech Communication Technology (Shenzhen) Company Limited (科通通信技術(深圳)有限公司), a limited company established in the PRC and an associate of Mr. Kang ‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong ‘‘Share(s)’’ ordinary share(s) of US$0.0000001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial shareholder’’ has the meaning ascribed thereto in the Listing Rules ‘‘Target Company’’ Shenzhen Comtech Small Loan Limited Company (深圳市科 通小額貸款有限責任公司), a limited liability company established under the laws of the PRC and a direct wholly owned subsidiary of the Seller ‘‘Total Dynamic’’ Total Dynamic Holdings Limited, a limited liability company incorporated in the British Virgin Islands which is whollyowned by Ms. Yao and is a Shareholder

For illustration purpose only, amounts denominated in Renminbi in this circular have been translated into Hong Kong dollars at an exchange rate of RMB1: HK$1.25.

• For identification purpose only

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LETTER FROM THE BOARD

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COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 0400)

Executive Directors: Mr. Kang Jingwei, Jeffrey Mr. Wu Lun Cheung Allen Ms. Ni Hong, Hope

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

Non-executive Director: Mr. Guo Jiang Principal Place of Business in Hong Kong: Independent Non-executive Directors: Block A, 5th Floor Mr. Zhong Xiaolin, Forrest Goodman Kwai Chung Logistics Centre Mr. Ye Xin 585–609 Castle Peak Road Mr. Yan Andrew Y Kwai Chung New Territories Hong Kong

18 January 2016

To the Independent Shareholders

Dear Sir/Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION — PURCHASE OPTION AGREEMENT

INTRODUCTION

Reference is made to the announcement of the Company dated 14 December 2015 whereby the Board announced that on 11 December 2015, the Purchaser, the Seller and the Target Company entered into the Purchase Option Agreement, pursuant to which, among other things, it was agreed that the Seller will grant the Purchaser an option for the Purchaser or any third party designated by the Purchaser to acquire, at its discretion and through one or more transactions, the entire equity interest in the Target Company for a cash consideration of RMB300,000,000 (equivalent to approximately HK$375,000,000), or part of the equity interest in the Target Company for a cash consideration proportional to the percentage of the equity interest being acquired. The cash consideration of RMB300,000,000 (equivalent to approximately HK$375,000,000) under the

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LETTER FROM THE BOARD

Purchase Option Agreement is equal to the book value and the registered and paid-up capital of the Target Company. The Purchase Option Agreement constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. The Purchase Option Agreement also constitutes a connected transaction on the part of the Company under Chapter 14A of the Listing Rules and is subject to the requirements of reporting, announcement and approval by the independent Shareholders under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide you with (i) further details of the Purchase Option Agreement; (ii) a letter of recommendation from the Independent Board Committee to the independent Shareholders regarding the Purchase Option Agreement; (iii) a letter of advice from Alliance Capital to the Independent Board Committee and the independent Shareholders regarding the Purchase Option Agreement; and (iv) other information of the Group as required under the Listing Rules.

DETAILS OF THE PURCHASE OPTION AGREEMENT

The Board announces that on 11 December 2015 (after trading hours), the Purchaser, the Seller and the Target Company entered into the Purchase Option Agreement, pursuant to which, among other things, it was agreed that the Seller will grant the Purchaser an option for the Purchaser or any third party designated by the Purchaser to acquire, at its discretion and through one or more transactions, the entire equity interest in the Target Company for a cash consideration of RMB300,000,000 (equivalent to approximately HK$375,000,000), or part of the equity interest in the Target Company for a cash consideration proportional to the percentage of the equity interest being acquired.

Set out below are the principal terms of the Purchase Option Agreement:

(A) Date

11 December 2015

(B) Parties

• (i) Purchaser;

• (ii) Seller; and

• (iii) Target Company

(C) Grant of option

Under the Purchase Option Agreement, it was agreed that the Seller will grant the Purchaser an option for the Purchaser or any third party designated by the Purchaser to acquire, at its discretion and through one or more transactions, the entire or part of the equity interest in the Target Company.

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LETTER FROM THE BOARD

(D) Consideration

Under the Purchase Option Agreement, it was agreed that the consideration for the exercise of the option to purchase the entire equity interest in the Target Company will be RMB300,000,000 (equivalent to approximately HK$375,000,000) payable in cash upon the exercise of the option. If the Purchaser elects to purchase part of the equity interest in the Target Company, the consideration will be proportional to the percentage of the equity interest being acquired.

As part of the commercial arrangement between the parties, it was also agreed under the Purchase Option Agreement that the Purchaser may transfer up to an aggregate of RMB200,000,000 (equivalent to approximately HK$250,000,000) to the Seller by the date which is 36 months from the date of the Purchase Option Agreement as advance payment for the purchase of the equity interest in the Target Company (such sum will be deducted from the total consideration payable when the option to acquire the entire or part of the equity interest of the Target Company is exercised). The advance payment is not interest-bearing and does not constitute an exercise of the option by the Purchaser. The Purchaser intends to make such advance payment to the Seller after approval by the independent Shareholders is obtained. The advance payment is treated as if it is the premium payable for acquiring the option.

The Purchaser has the right to terminate the Purchase Option Agreement on 30 days’ written notice, with any advance payment made to be returned to it by the Seller within 30 days thereafter without any third-party guarantee.

(E) Exercise period

Under the Purchase Option Agreement, it was agreed that the option shall be exercisable at the discretion of the Purchaser upon the occurrence of any of the following circumstances:

• (i) where the acquisition of the entire or part of the equity interest in the Target Company by the Purchaser or any third party designated by the Purchaser is permitted by PRC laws, administrative laws or related department regulations; and

• (ii) any other circumstances which the Purchaser determines to be appropriate or necessary.

The circumstances which the Purchaser determines to be appropriate or necessary to exercise the option are where the relevant authorities grant the Purchaser permission to become a substantial shareholder of the Target Company before 25 November 2018 and any other circumstances resulting in the same effect. There is uncertainty under PRC law for us to apply for a small loan license directly because the substantial shareholder of a small loan company should meet the minimum net asset requirement of RMB200,000,000 (equivalent to approximately HK$250,000,000) and should be profitable with an aggregate net profit of no less than RMB60,000,000 (equivalent to approximately HK$75,000,000) during the most

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LETTER FROM THE BOARD

recent three years and none of our PRC established entities currently satisfy this requirement. The Group is currently working to satisfy this requirement in due course prior to the exercise of the option.

The Purchaser intends to exercise the option upon the occurrence of any of the above circumstances.

Under the Purchase Option Agreement, it was agreed that the exercise period of the option shall expire when the agreement is terminated.

THE BASIS UPON WHICH THE TERMS OF THE PURCHASE OPTION AGREEMENT WERE AGREED

The consideration for the Purchase Option Agreement was arrived at after arm’s length negotiations between the Purchaser, the Seller and the Target Company and was determined on normal commercial terms with reference to the registered capital of RMB300,000,000 (equivalent to approximately HK$375,000,000) of the Target Company which has been fully paid-up. Since the Target Company was newly established on 25 November 2015, no accounts have been prepared for the Target Company and the book value of the Target Company is the registered and paid-up capital of RMB300,000,000.

The Target Company holds a small loan license under PRC law. The Financial Industry Development and Service Office of Shenzhen Municipal People’s Government prohibits any change in the substantial shareholders of small loan companies within the first three years of their establishment. Therefore, the Purchaser is restricted under PRC law from becoming a substantial shareholder of the Target Company before 25 November 2018.

GENERAL INFORMATION

Information about the Group

The Group is principally engaged in the sales of integrated circuits and other electronic components in the PRC. The Group also operates an e-commerce platform for the sales of integrated circuits and other electronic components. Starting from 2014, the Group has also been engaged in providing supply chain financing.

Information about the Seller

The Seller is established in the PRC and carries on the business of development of telecommunication technology and computer software, design development and production of telecommunication products, consultancy of telecommunication technology, sales of self-developed products and export of technology.

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LETTER FROM THE BOARD

Information about the Target Company

The Target Company is a limited liability company established under the laws of the PRC on 25 November 2015 and holds a small loan license to provide financing to small enterprises, individual entrepreneurs and individuals in the PRC, with an amount of outstanding loans to each borrower not exceeding RMB5,000,000 (equivalent to approximately HK$6,250,000).

As at the Latest Practicable Date, 100% of the equity interest in the Target Company is owned by the Seller. The registered capital of the Target Company is RMB300,000,000 (equivalent to approximately HK$375,000,000) and has been fully paid-up by the shareholder of the Target Company.

Given the Target Company was newly established, no audited financial information of the Target Company (including the net profits before and after taxation) is available.

In the event that the Purchaser acquires the entire equity interest in the Target Company, the Target Company will become an indirect wholly-owned subsidiary of the Company and its financial results, assets and liabilities will be consolidated into the accounts of the Group.

Reasons for and benefits of the Purchase Option Agreement

Through the Purchase Option Agreement, the Group will be able to further develop its supply chain financing business. The Group commenced its US dollars and HK dollars supply chain financing business in Hong Kong in September 2014. For the 12 months ended September 2015, the unaudited gross merchandise volume of the Group which was contributed by the Group’s supply chain financing business was RMB1,168,600,000 (equivalent to approximately HK$1,460,750,000). Due to the rise in demand of RMB supply chain financing services in the PRC, the Group believes that providing such services to our customers in the PRC will complement the Group’s service offerings and further increase the Group’s revenue streams.

The Directors (excluding the independent non-executive Directors whose views are set out on pages 12 to 13 of this circular) are of the view that the terms of the Purchase Option Agreement are fair and reasonable, have been entered into after arm’s length negotiation between the parties thereto and determined on normal commercial terms, in the ordinary course of business of the Group and are in the interests of the Company and the Shareholders as a whole.

Mr. Kang has abstained from voting at the Board meeting where the Purchase Option Agreement was approved. Save as disclosed above, none of the Directors has any material interest in the Purchase Option Agreement.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Discloseable Transaction

Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Purchase Option Agreement are more than 5% and all the applicable percentage ratios are less than 25%, the entering into of the Purchase Option Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

Connected Transactions

As at the Latest Practicable Date, Mr. Kang, with 701,800,000 Shares, holds approximately 51.52% of the total issued share capital of the Company and is a controlling shareholder of the Company. The Seller and the Target Company are indirect wholly-owned subsidiaries of Envision Global, which is owned by Mr. Kang as to 100%. The Seller and the Target Company (before completion of the acquisition of the entire equity interest of the Target Company in accordance with the Purchase Option Agreement) are therefore associates of Mr. Kang and are connected persons of the Company.

Accordingly, the Purchase Option Agreement entered into between the Purchaser, an indirect wholly owned subsidiary of the Company, the Seller and the Target Company constitutes a connected transaction of the Company.

As the maximum amount of the advance payment of RMB200,000,000 (equivalent to approximately HK$250,000,000) payable by the Purchaser to the Seller under the Purchase Option Agreement represents more than 10% of RMB300,000,000 (equivalent to approximately HK$375,000,000), which is the consideration for the exercise of the option to purchase the entire equity interest in the Target Company, the Purchase Option Agreement is classified as if the option has been exercised under Rule 14A.79(2) of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Purchase Option Agreement are more than 5%, the entering of the Purchase Option Agreement is subject to the requirements of reporting, announcement and approval by the independent Shareholders under Chapter 14A of the Listing Rules.

When the Purchaser exercises, transfers or decides not to exercise the option to purchase the Target Company under the Purchase Option Agreement, the Company will comply with the requirements of reporting, announcement and approval by the independent Shareholders as required under Chapters 14 and 14A of the Listing Rules.

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LETTER FROM THE BOARD

Independent Board Committee and Independent Financial Adviser

An Independent Board Committee comprising all of the independent non-executive Directors has been established to advise the independent Shareholders in relation to the Purchase Option Agreement and the transactions contemplated thereunder. Alliance Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the independent Shareholders in this regard.

EGM

The Company will convene the EGM for the Shareholders to consider and, if thought fit, approve the Purchase Option Agreement and the transactions contemplated thereunder. A notice of the EGM is set out on pages 25 to 26 of this circular.

The votes of the Shareholders on the resolution for approving the Purchase Option Agreement and the transactions contemplated under the Purchase Option Agreement will be taken by way of poll at the EGM. Mr. Kang (representing approximately 51.52% of the total issued share capital of the Company as at the Latest Practicable Date) and his close associates shall abstain from voting on the resolution approving the Purchase Option Agreement and the transactions contemplated thereunder. Save as disclosed above, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no other Shareholder has any material interest in the Purchase Option Agreement, and no other Shareholder is required to abstain from voting at the EGM in respect of the Purchase Option Agreement and the transactions contemplated thereunder.

A form of proxy for use at the EGM is sent to the Shareholders together with this circular and such form is also published on the websites of Hong Kong Exchanges and Clearing Limited (http:// www.hkexnews.hk) and the Company (http://www.cogobuy.com). Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

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LETTER FROM THE BOARD

RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on pages 12 to 13 of this circular which contains its recommendation to the independent Shareholders regarding the Purchase Option Agreement. Your attention is also drawn to the letter of advice from Alliance Capital to the Independent Board Committee and the independent Shareholders set out on pages 14 to 19 of this circular regarding the Purchase Option Agreement as well as the principal factors and reasons considered by it in concluding its advice.

The Independent Board Committee, having taken into account the advice of Alliance Capital, considers that the terms of the Purchase Option Agreement are fair and reasonable, have been entered into after arm’s length negotiation between the parties thereto and in the ordinary and usual course of business of the Company and determined on normal commercial terms and that the Purchase Option Agreement is in the interests of the Company and the Shareholders as a whole.

The Directors consider that the terms of the Purchase Option Agreement are fair and reasonable, have been entered into after arm’s length negotiation between the parties thereto and in the ordinary and usual course of business of the Company and determined on normal commercial terms, and that the Purchase Option Agreement is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution relating to the Purchase Option Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By Order of the Board COGOBUY GROUP KANG Jingwei, Jeffrey

Chairman and Executive Director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)

18 January 2016

To the independent Shareholders

Dear Sir/Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION — PURCHASE OPTION AGREEMENT

We refer to the circular dated 18 January 2016 issued by the Company to the Shareholders (the ‘‘Circular’’) of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

Under the Listing Rules, the Purchase Option Agreement constitutes a discloseable and connected transaction of the Company, and is subject to the approval of the independent Shareholders at the EGM.

We have been appointed as members of the Independent Board Committee to consider the terms of the Purchase Option Agreement and to advise the independent Shareholders as to the fairness and reasonableness of the Purchase Option Agreement, and whether the Purchase Option Agreement is in the interests of the Company and the Shareholders as a whole. Alliance Capital has been appointed as the Independent Financial Adviser to advise us and the independent Shareholders in this regard.

We wish to draw your attention to the letter from the Board and the letter from Alliance Capital to the Independent Board Committee and the independent Shareholders as set out in the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of Alliance Capital, we consider that the terms of the Purchase Option Agreement are fair and reasonable, have been entered into after arm’s length negotiation between the parties thereto and in the ordinary and usual course of business of the Company and determined on normal commercial terms and that the Purchase Option Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the independent Shareholders to vote in favor of the ordinary resolution to approve the Purchase Option Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of the Independent Board Committee

ZHONG Xiaolin, Forrest YE Xin Independent Independent Non-executive Director Non-executive Director

YAN Andrew Y Independent Non-executive Director

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LETTER FROM ALLIANCE CAPITAL

The following is the text of the letter of advice received from Alliance Capital Partners Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, in respect of the Purchase Option Agreement which has been prepared for the purpose of inclusion in this circular.

Alliance Capital Partners Limited Unit 318, 3/F, Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

18 January 2016

• To the Independent Board Committee and

the Independent Shareholders of Cogobuy Group

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION RELATING TO PURCHASE OPTION AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Purchase Option Agreement, details of which are set out in the letter from the Board contained in the circular dated 18 January 2016 (the ‘‘Circular’’) of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

As the Seller and the Target Company are beneficially owned by Mr. Kang, the controlling shareholder of the Company, the Purchase Option Agreement constitutes a connected transaction of the Company and is therefore subject to the approval by the Independent Shareholders under the Listing Rules.

An Independent Board Committee, comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on whether the Purchase Option Agreement is in the interest of the Company and that the terms thereof are fair and reasonable so far as the Independent Shareholders are concerned. We understand Mr. Kang will abstain from voting on the relevant resolution relating to the Purchase Option Agreement at the EGM.

We do not have a past or present relationship or an interest with the Company or any other related parties that might affect our independence in our advice to the Independent Board Committee and the Independent Shareholders.

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LETTER FROM ALLIANCE CAPITAL

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on statements, information and representations referred to in the Circular as well as information and representations provided to us by the Directors. We have assumed that all such information and representations provided by the Directors, for which they are solely responsible, are true and accurate at the time when they were made. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to doubt the truth and accuracy of the information and representations provided to us and have been advised by the Directors that no material facts have been withheld or omitted from the information provided and/or referred to in the Circular.

The Company has engaged Broad & Bright Law Firm (世澤律師事務所), the Company’s PRC legal adviser since the listing of the Shares on the Stock Exchange in 2014, to advise it on this transaction including the Purchase Option Agreement. We have discussed with Broad & Bright Law Firm their legal opinion on this transaction. We have also reviewed their terms of engagement with the Company and are of the opinion that they have the relevant expertise and experience to act as the Company’s PRC legal adviser and that their scope of work in this transaction is appropriate to their legal opinion given.

We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, for the purpose of this exercise conducted any independent verification of the information included in the Circular and/or those provided to us by the management of the Company nor have we conducted any form of investigation into the businesses and affairs of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the Purchase Option Agreement, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for entering into the Purchase Option Agreement

The Group is a leading e-commerce company dedicated to serving the electronics manufacturing industry in China. It operates a direct sales platform, an online marketplace and has a dedicated team of technical consultants and sales representatives to serve both SME and blue chip electronics manufacturers through the offer of a wide selection of products at competitive prices which are sourced from a large number of suppliers, including some of the top brand-name suppliers in key product categories. The Group’s revenue is primarily generated from the sale of integrated circuits and other electronic components either through its direct sales platform or marketplace platform. It also generates revenue by charging commission fees to third-party merchants that sell products on the Group’s marketplace platform.

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LETTER FROM ALLIANCE CAPITAL

In September 2014, the Group commenced its US$ and HK$ supply chain financing business in Hong Kong whereby it earns interest income by providing certain financial services to third-party manufacturers, including the provision of working capital financing programs. For the 12 months ended 30 September 2015, the unaudited gross merchandise volume of the Group which was contributed by the Group’s supply chain financing business was approximately RMB1,169 million (equivalent to approximately HK$1,461 million). Due to the rise in demand of RMB supply chain financing services in the PRC, the Group believes that providing such services to its customers in China will complement its service offerings and revenue streams.

The Purchase Option Agreement enables the Group to further develop its supply chain financing business. Due to rising demand of RMB supply chain financing service of its PRC based customers, the Directors believe that the agreement enables the Group to complement its current service offerings and will further increase its revenue stream. The provision of supply chain financing enables the Group’s customers better access to liquidity and to keep pace with the growth of the market.

Supply chain financing is a relatively new business phenomenon in China. In 2015, Chinese internet companies including Alibaba began to offer their online customers financing services such as consumer credit and small loans in an effort to attract more users. During the same year, Foxconn Technology Group, the main contract manufacturer of Apple’s mobile phones in China, began to provide loans and other financing to its electronics component suppliers. The business rationale for doing so is that the above companies are in a better position to understand their client’s supply chain, business cycles, sales volume as well as customers’ feedback prior to providing financing to them, thus reducing credit risks. Given the Group’s inherent synergistic benefits derived from the provision of the supply chain financing in its traditional e-commerce business, we are of the view that the Group’s business expansion in this area is fair and reasonable and is in the ordinary course of its business.

Under 關於進一步加強和規範小額貸款公司試點准入和審核工作指引(試行) (Guidance on Further Strengthening and Standardizing the Entry, Review and Approval of Small Loan Pilot Scheme) published by 深圳市金融發展服務辦公室 (Financial Industry Development and Service Office of the Shenzhen Municipal Government) in 2013, there are certain threshold requirements on the substantial shareholder of a small loan operating license applicant (“Shareholder Threshold Requirements”). For instance, the substantial shareholder of a small loan company should meet the minimum net asset requirement of RMB200 million and should be profitable with an aggregate net profit of no less than RMB60 million during the most recent three years. As none of the Group’s PRC incorporated subsidiaries currently meets the aforementioned Shareholder Threshold Requirements, it is highly uncertain whether and when such license would be granted under current licensing requirements. We understand from the Directors it was under these circumstances that the Group entered into the Purchase Option Agreement, the Agency Agreement and the Service Agreement (together the “Agreements”). Details of these Agreements were set out in the Company’s announcement dated 14 December 2015. Purpose of these Agreements is to enable the Group to start providing financing (i.e.

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LETTER FROM ALLIANCE CAPITAL

small loans) to the Group’s China based customers through the Target Company. We understand from the Company’s PRC legal adviser that each of the Agreements is legally binding on the parties thereto and is enforceable under PRC laws and regulations, except for the provisions in the Purchase Option Agreement that the arbitral body may grant injunctive relief or directly issue winding up orders against the Target Company and the power of courts in Hong Kong and the British Virgin Islands to grant interim remedies in support of the arbitration pending the formation of an arbitral tribunal, which may not be enforceable under PRC laws.

2. Terms of and basis for determining the consideration for the Purchase Option Agreement

Under the Purchase Option Agreement, the consideration for the purchase of the entire equity interest in the Target Company is RMB300 million, payable in cash. Of the above amount, a total of RMB200 million may be transferred to the Seller as advance payment by the date which is 36 months from the date of the Purchase Option Agreement (which sum will be deducted from the total consideration payable when the option to acquire the entire or part of the equity interest of the Target Company is exercised). Under this agreement, the Company was given the discretion to exercise its rights to purchase the entire or part of share capital of the Target Company whenever (i) the acquisition of the entire or part of the equity interest in the Target Company by the Purchaser is permitted by PRC laws or related regulations or (ii) any other circumstances which the Purchaser determines to be appropriate or necessary until the agreement is terminated (‘‘Option Period’’). We understand the Group is currently working towards satisfying the Shareholder Threshold Requirements as stated above and intends to exercise the option once it has satisfied such requirements.

We note the advance payment of a total of RMB200 million does not constitute an exercise of the purchase option by the Company under the agreement as any purchase of equity interest in the Target Company will only take place following the approval of the relevant authorities. Under the Purchase Option Agreement, should the Company so decide, the above mentioned advance payment is refundable to the Company within 30 days upon its notification to the Seller.

In the event the Company elects to purchase part of the equity interest in the Target Company, the consideration payable will be proportional to the percentage of the equity interest being purchased. Moreover, the Company has the right to terminate the Purchase Option Agreement on 30 days’ written notice, with any advance payment made to be returned to it by the Seller within 30 days thereafter.

We further understand the reason for the Company entering into this Purchase Option Agreement with an option to purchase equity interest in the Target Company within the Option Period instead of purchasing its entire registered capital at this stage was due to the facts that, under current regulation as promulgated by the Shenzhen authorities, (i) any change in the substantial shareholders of small loan companies is prohibited within the first three

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LETTER FROM ALLIANCE CAPITAL

years of their establishment; and (ii) the Company does not meet the Shareholder Threshold Requirements on substantial shareholders of small loan companies as discussed above and therefore cannot become a substantial shareholder of the Target Company for the time being.

Established on 25 November 2015, the Target Company, which has a small loan license under PRC law, has a paid up share capital of RMB300 million. As the Target Company is principally a start-up company, the consideration payable under the Purchase Option Agreement was determined based on the paid up share capital of the Target Company. We note no company currently listed on the Stock Exchange is engaged principally in e-commerce supply chain financing business. As such, there are no comparable companies to which we could make reference in terms of market valuation. In our view, even if there were such comparable companies, comparisons might be inappropriate given the Target Company is a start-up firm and have yet to establish an operating trading record. Under such situation, as the purchase consideration is determined based on the registered share capital of the Target Company, we are of the view that the consideration so determined is fair and reasonable so far as the Independent Shareholders is concerned. In addition, as the Company has yet to qualify under current PRC regulation to become a substantial shareholder of a small loan company in the PRC and the fact that the Target Company was only established in November 2015 and thus a change in its substantial shareholder is not permissible within a three-year period, we are of the opinion that the entering into the Purchase Option Agreement by the Company with the above Option Period is fair and reasonable under the circumstances.

In conjunction with the Purchase Option Agreement, the Group entered into the Agency Agreement and the Service Agreement. Under the Agency Agreement, the Target Company shall provide to the Group agency payment for any loan or cooperation agreement signed as a result of referral by the Group to the Target Company. In addition, under the Service Agreement, it was agreed the Group shall provide administrative and consultancy services to the Company for a service fee based on prevailing market rate of comparable services and amounting to not more than 1% of the Target Company’s yearly turnover. The above mentioned services involve the provision of business and administrative management, market development and human resources. From the Agency Agreement and the Service Agreement, it is clear that the Group is expected to take an active role in managing the business of the Target Company going forward. As such, the Agreements enable the Group to start providing small loans financing services to its customers through the Target Company at this stage and to fulfill the Group’s business objective. Consequently, we are of the view that the Purchase Option Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group and is in the interest of the Company and its shareholders as a whole.

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LETTER FROM ALLIANCE CAPITAL

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the entering of the Purchase Option Agreement is in the interest of the Company and the Shareholders as a whole and that the terms thereof are fair and reasonable so far as the Independent Shareholders are concerned. Consequently, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution to approve the Purchase Option Agreement at the upcoming EGM.

Yours faithfully, For and on behalf of Alliance Capital Partners Limited David Tsang

Responsible Officer SFC CE No. ACH258

Mr. David Tsang is a licensed person registered with the Securities and Futures Commission and a responsible officer of Alliance Capital Partners Limited to carry out Type 1 (Dealing in securities) and Type 6 (advising on corporate finance) activities and has 30 years’ experience in advising listed companies on various corporate finance transactions.

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GENERAL INFORMATION

APPENDIX

1. DISCLOSURE OF INTERESTS

• (a) Directors’ and chief executives’ interests and short positions in the shares, underlying shares or debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors or the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have taken under such provision of the SFO); (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules (the ‘‘Model Code’’) were as follows:

(i) Interests in the Shares

			Approximate
		Number of	percentage of
Name of Director	Nature of interest	Shares(1)	shareholding
Mr. Kang	Interest of controlled	700,000,000	51.39%
	corporation(2)
Mr. Kang	Beneficial owner	1,200,000	0.09%
Mr. Wu	Beneficial owner	1,200,000	0.09%

Notes:

(1) All the Shares are held in long position (as defined under Part XV of the SFO).

• (2) Mr. Kang owns Envision Global as to 100%, which in turn owns these Shares. Mr. Kang is therefore deemed to be interested in these Shares held by Envision Global.

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GENERAL INFORMATION

APPENDIX

• (ii) Interests in the underlying Shares

			Approximate
		Number of	percentage of
Name of Director	Nature of interest	Shares	shareholding(1)
Mr. Kang	Beneficiary of a trust	600,000	0.04%
Mr. Wu	Beneficiary of a trust	600,000	0.04%

Notes:

• (1) The percentage is for illustrative purpose only and is calculated based on the number of Shares in issue as at the Latest Practicable Date.

(iii) Interests in the associated corporations of the Company

	Name of		Number of	Approximate
	associated		securities	percentage of
Name of Director	corporation	Nature of interest	interested(1)	shareholding
Mr. Kang	Envision Global(2)	Beneficial owner	1 share	100%
Mr. Kang	Brilliant(2)	Interest of controlled	1 share	100%
		corporation

Notes:

• (1) All the Shares are held in long position (as defined under Part XV of the SFO).

• (2) Mr. Kang owns Envision Global as to 100% and Envision Global owns Brilliant directly as to 100%.

Save as disclosed above, as at the Latest Practicable Date, the Directors and the chief executive of the Company were not aware of any Directors or the chief executive of the Company who had, or was deemed to have, an interest or a short position in the Shares or underlying Shares or debentures of the Company or its associated corporations (including any interests in options in respect of such share capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX

• (b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, an interest or a short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Approximate
		Number of	percentage of
Name	Nature of Interest	Shares(1)	shareholding(3)
Envision Global	Beneficial owner	700,000,000	51.39%
Total Dynamic	Beneficial owner	300,000,000	22.02%
Ms. Yao(2)	Interest of a controlled	300,000,000	22.02%
	corporation

Notes:

• (1) All the Shares are held in long position (as defined under Part XV of the SFO).

• (2) Ms. Yao owns Total Dynamic as to 100%, which in turn owns these Shares. Therefore, Ms. Yao is deemed to be interested in these Shares held by Total Dynamic.

• (3) The percentage is for illustrative purpose only and is calculated based on the number of Shares in issue as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any person or employee of the companies who has an interest or a short position in the Shares or underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

2. DIRECTORS’ INTERESTS

• (a) Interests in contract or arrangement

Save for the Purchase Option Agreement, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

(b) Interests in assets

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which had been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by, or leased to, any member of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

(c) Interests in competing business

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined in the Listing Rules) had an interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

3. SERVICE CONTRACT

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)).

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited financial statement of the Group were made up.

5. EXPERT’S QUALIFICATION AND CONSENT

Alliance Capital is a licensed corporation to carry out Types 1 and 6 regulated activities under the SFO which has provided its opinion contained in this circular.

Alliance Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, Alliance Capital was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which had been acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Group were made up.

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GENERAL INFORMATION

APPENDIX

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on a Business Day in Hong Kong at the principal place of business of the Company in Hong Kong, Block A, 5th floor, Goodman Kwai Chung Logistics Centre, 585–609 Castle Peak Road, Kwai Chung, New Territories, Hong Kong for a period of 14 days from the date of this circular:

• (a) the Purchase Option Agreement;

• (b) the letter of advice from the Independent Board Committee;

• (c) the letter of recommendation from Alliance Capital;

• (d) the consent letter from Alliance Capital referred to in the paragraph headed ‘‘Expert’s Qualification and Consent’’ in this appendix; and

• (e) this circular.

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NOTICE OF THE EGM

==> picture [189 x 51] intentionally omitted <==

COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock code: 0400)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Cogobuy Group (the ‘‘Company’’) will be held at IngDan Experience Center, Unit C101–103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High-Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. ‘‘THAT

the terms of the purchase option agreement (the ‘‘Purchase Option Agreement’’) (a copy of which has been produced to this meeting marked ‘‘A’’ and initialled by the chairman of the meeting for identification) dated 11 December 2015 entered into by Qianhai Cogobuy.com (Shenzhen) Limited (前海科通芯城通信技術(深圳)有限公司), Comtech Communication Technology (Shenzhen) Company Limited (科通通信技術(深 圳)有限公司) and Shenzhen Comtech Small Loan Limited Company* (深圳市科通小額 貸款有限責任公司) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified, and the directors of the Company be and are hereby authorized to do all things and acts and execute all documents (including under the seal of the Company) which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the administrative nature or ancillary to the implementation of the transactions contemplated under the Purchase Option Agreement.’’

By Order of the Board COGOBUY GROUP KANG Jingwei, Jeffrey Chairman and Executive Director

Hong Kong, 18 January 2016

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NOTICE OF THE EGM

Notes:

1. All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the Company’s articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the EGM, the Register of Members of the Company will be closed from Friday, 29 January 2016 to Wednesday, 3 February 2016, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 28 January 2016.

5. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

6. For identification purposes only

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