Kai Yuan Holdings Limited — Proxy Solicitation & Information Statement 2016

Feb 24, 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.

KAI YUAN HOLDINGS LIMITED 開源控股有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 1215)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an special general meeting (the “ SGM ”) of Kai Yuan Holdings Limited (the “ Company ”) will be held at Board Room, Level 1, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on 14 March 2016 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (i) the terms and conditions of the sale and purchase agreement dated 4 January 2016 entered into among the Company, Intelligent Wealth Limited, Mr. Du Shuang Hua and Most Honour Limited (the “ Sale and Purchase Agreement ”, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) in relation to the sale and purchase of 20,000,000 issued shares of Fame Risen Development Limited (being the entire issued shares of Fame Risen Development Limited) and the shareholder’s loan due and owing by Fame Risen Development Limited to the Company upon completion of the Sale and Purchase Agreement at the consideration of HK$2,383,148,035 be and are hereby approved, confirmed and ratified; and

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• (ii) the directors of the Company be and are hereby authorised on behalf of the Company to do all such things and sign, seal, execute, perfect and deliver all such documents as they may in their discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation and/or give effect to any matters relating to the Sale and Purchase Agreement and the transactions contemplated thereunder.”

By order of the Board Kai Yuan Holdings Limited Law Wing Chi, Stephen Executive Director

Hong Kong, 25 February 2016

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business in Hong Kong:

28th Floor, Chinachem Century Tower 178 Gloucester Road, Wanchai Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share of the Company (the “ Share ”), any one 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 Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. As at the date of this notice, the executive directors of the Company are Mr. Xue Jian, Mr. Law Wing Chi, Stephen, the non-executive director of the Company is Mr. Hu Yishi, and the independent non-executive directors of the Company are Mr. Tam Sun Wing, Mr. Ng Ge Bun and Mr. He Yi.

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