Jisheng Group Holdings Ltd. — Proxy Solicitation & Information Statement 2016

Jun 16, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

JETE POWER HOLDINGS LIMITED 鑄能控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8133)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Jete Power Holdings Limited (the “ Company ”) will be held on Thursday, 7 July 2016 at 10:30 a.m. at Factory Unit 13A, 9th Floor, Vanta Industrial Centre, Nos. 21-33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval for the listing of, and permission to deal in, the Subdivided Shares (as defined below), the Share Subdivision (as defined below) be approved in the following manner:

2. (a) each of the existing issued and unissued shares of the Company of HK$0.01 each (the “ Shares ”) in the share capital of the Company be subdivided (the “ Share Subdivision ”) into five (5) subdivided shares of HK$0.002 each (the “ Subdivided Shares ”) and the Share Subdivision shall take effect on the next business day immediately following the day on which this resolution is passed;

3. (b) all of the Subdivided Shares will rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of shares of the Company contained in the memorandum and articles of association of the Company; and

4. (c) any one of the directors or the company secretary of the Company be and is hereby authorised to do all such acts, deed and things and to effect all necessary actions as he or she may consider necessary or desirable in order to effect, implement and complete any and all of the matters set out in this resolution.”

• For identification purposes only

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1. “ THAT subject to the passing of resolution (1) above:

2. (a) warrant placing agreement dated 31 May 2016 (the “ Warrant Placing Agreement ”) entered into between the Company as issuer and Great Wall Securities Limited as placing agent (the “ Placing Agent ”), pursuant to which the Placing Agent has agreed to place, on a best effort basis, subject to the fulfilment of certain terms and conditions as set out in the Warrant Placing Agreement, to not less than six placees, to subscribe for up to a maximum of 700,000,000 warrants (the “ Warrants ”) at the issue price of HK$0.02 per Warrant (a copy of the Warrant Placing Agreement and the draft instrument have been marked “ A ” and “ B ” respectively and initialed by the chairman of the meeting for identification purpose) be and are hereby approved, ratified and confirmed;

3. (b) the creation and issue of the Warrants by the Company in accordance with the terms and conditions of the Warrant Placing Agreement be and are hereby approved, ratified and confirmed;

4. (c) the directors of the Company be and are hereby granted a specific mandate for the allotment and issue of up to a maximum number of 700,000,000 new Subdivided Shares of HK$0.002 each in the share capital of the Company (the “ Warrant Share(s) ”) credited as fully paid at the initial subscription price of HK$0.36 per Warrant Share (subject to adjustment and the terms and conditions as set out in the draft instrument), which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Warrants; and

5. (d) any one director or the company secretary of the Company be and is hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in his opinion necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Placing Agreement and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”

By order of the Board

Jete Power Holdings Limited

Choi Chiu Ming Jimmy

Chairman and Executive Director

Hong Kong, 17 June 2016

As at the date of this notice, the Company has (i) two executive Directors, namely Mr. Wong Thomas Wai Yuk and Mr. Choi Chiu Ming Jimmy; and (ii) three independent non-executive Directors, namely Ms. Leung Shuk Lan, Mr. Tang Yiu Wing and Mr. Wong Ka Shing.

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Notes:

1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member holding two or more shares of the Company may appoint more than one proxy to attend on the same occasion.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. A form of proxy for use by shareholders at the Meeting is enclosed.

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

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