Kingwell Group Limited — Board/Management Information 2017

Nov 13, 2017

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DeTai New Energy Group Limited (the ‘‘Company’’), you should at once hand this supplemental circular and the enclosed form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities 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 supplemental 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 supplemental circular.

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(Incorporated in Bermuda with limited liability) (Stock Code: 559)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 OCTOBER 2017 IN RELATION TO

THE RE-ELECTION OF DIRECTORS

AT THE ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular issued by DeTai New Energy Group Limited (the ‘‘Company’’) to its shareholders dated 30 October 2017 and the notice convening an annual general meeting of the Company (the ‘‘AGM’’) at Unit 4202, 42/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 30 November 2017 at 11:30 a.m.

A second form of proxy (the ‘‘Second Proxy Form’’) is also enclosed with this supplemental circular for use at the AGM. Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. 11:30 a.m. on 28 November 2017) or at any adjournment thereof (as the case may be). Completion and return of the Second Proxy Form will not preclude you from attending and voting in person at the AGM or at any adjournment thereof (as the case may be) should you so wish.

14 November 2017

CONTENTS

		Page
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
APPENDIX I	— DETAILS OF THE ADDITIONAL RETIRING DIRECTORS . .	5
APPENDIX II	— SUPPLEMENTAL NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . .	6

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 559)

Executive Directors:

Mr. Wong Hin Shek (Chairman) Mr. Chi Chi Hung, Kenneth (Chief Executive Officer) Mr. Chan Wai Ki Mr. Shek Yat Him

Principal place of business in Hong Kong: 12/F., Henley Building 5 Queen’s Road Central Hong Kong

Non-executive Director: Mr. Chui Kwong Kau

Independent non-executive Directors: Mr. Chiu Wai On Mr. Man Kwok Leung Dr. Wong Yun Kuen

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

14 November 2017

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 OCTOBER 2017 IN RELATION TO

THE RE-ELECTION OF DIRECTORS AT THE ANNUAL GENERAL MEETING AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the circular of the Company dated 30 October 2017 (the ‘‘Circular’’) which contains, inter alia, the notice of the AGM of which one of the agenda items is the re-election of retiring Directors of the Company. Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

The purpose of this supplemental circular is to give you further information relating to the re-election of two additional retiring Directors at the AGM, and to give you a supplemental notice of the AGM and the Second Proxy Form.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at 10 November 2017 (being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information referred to in this supplemental circular, the ‘‘Latest Practicable Date’’), the Board comprises eight Directors namely Mr. Wong Hin Shek, Mr. Chi Chi Hung, Kenneth, Mr. Shek Yat Him, Mr. Chan Wai Ki, Mr. Chui Kwong Kau, Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen. Subsequent to the despatch of the Circular and as disclosed in the announcement of the Company dated 9 November 2017 in relation to, among other things, the appointments of executive Directors, Mr. Shek Yat Him (‘‘Mr. Shek’’) and Mr. Chan Wai Ki (‘‘Mr. Chan’’) were appointed as executive Directors with effect from 9 November 2017. According to Byelaw 86(2) of the Bye-laws, any Director appointed as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Shek and Mr. Chan shall retire from office as Directors at the AGM and being eligible, offer themselves for re-election.

As a result, there are now four retiring Directors standing for re-election as Directors at the AGM. The resolutions relating to the re-election of Mr. Shek and Mr. Chan as Directors will be set out in the supplemental notice of the AGM.

Brief biographical details of Mr. Shek and Mr. Chan are set out in Appendix I to this supplemental circular.

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING AND SECOND PROXY FORM

Since the notice of the AGM and the form of proxy (the ‘‘First Proxy Form’’) sent together with the Circular do not contain the proposed resolutions for the re-election of Mr. Shek and Mr. Chan as Directors as set out in this supplemental circular, a supplemental notice of AGM has been set out on page 6 of this supplemental circular and the Second Proxy Form is enclosed with this supplemental circular to include such proposed resolution.

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the Second Proxy Form in accordance with the instructions printed on it and return the completed Second Proxy Form to the branch share registrar of the Company in Hong Kong (the ‘‘Branch Registrar’’), Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. at 11:30 a.m. on 28 November 2017) or any adjournment thereof (as the case may be) (the ‘‘Closing Time’’). Shareholders who have appointed or intend to appoint proxy to attend the AGM are requested to pay particular attention to the following arrangement in relation to the completion and submission of the Second Proxy Form:

A Shareholder who has not yet lodged the First Proxy Form with the Branch Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint proxy to attend, speak and vote at the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Branch Registrar.

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LETTER FROM THE BOARD

A Shareholder who has already lodged the First Proxy Form with the Branch Registrar should note that:

• (i) If no Second Proxy Form is lodged with the Branch Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, the resolutions for the re-election of Mr. Shek and Mr. Chan as Directors as set out in this supplemental circular) except for those resolutions to which the Shareholder has indicated his/her voting direction in the First Proxy Form.

• (ii) If the Second Proxy Form is lodged with the Branch Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

• (iii) If the Second Proxy Form is lodged with the Branch Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Branch Registrar. Accordingly, Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Branch Registrar before the Closing Time.

Shareholders are reminded that submission of the First Proxy Form and/or the Second Proxy Form shall not preclude Shareholders from attending the AGM or any adjourned meeting thereof and voting in person should they so wish.

If you are a non-registered Shareholder, i.e. your Shares are held through an intermediary (for example, a bank, custodian or securities broker) or registered in the name of your nominee, you will not receive the Second Proxy Form directly from the Company, and you will need to give instructions to your intermediary/nominee to vote on your behalf. If you wish to attend, speak and vote at the AGM, you should seek authorisation to do so from your intermediary/nominee directly.

RECOMMENDATION

In addition to the recommendation contained in the Circular, the Directors are of the opinion that the proposed re-election of Mr. Shek and Mr. Chan as executive Directors as set out in this supplemental circular is in the interests of the Company and its Shareholders and recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This supplemental 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this supplemental 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 supplemental circular misleading. Shareholders are advised to read this supplemental circular together with the Circular for information relating to the voting arrangement.

Yours faithfully, By order of the Board DeTai New Energy Group Limited Wong Hin Shek Chairman and Executive Director

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DETAILS OF THE ADDITIONAL RETIRING DIRECTORS

APPENDIX I

Mr. Shek Yat Him

Mr. Shek, aged 29, was appointed as an executive Director on 9 November 2017. Mr. Shek obtained a Bachelor’s degree in Business Administration in Corporate Administration from The Open University of Hong Kong. Mr. Shek has over 8 years of experience in corporate secretarial matters.

Mr. Shek is appointed by way of a letter of appointment with no fixed terms but will be subject to retirement by rotation and re-election pursuant to the Bye-laws. Mr. Shek is entitled to receive a director’s fee of HK$30,000 per month from the Company which is determined by the Board with reference to the prevailing market conditions, his duties and responsibilities with the Company.

Mr. Chan Wai Ki

Mr. Chan, aged 33, was appointed as an executive Director on 9 November 2017. Mr. Chan obtained a Bachelor’s degree of Arts with Honours in Accounting from the University of Bedfordshire. Mr. Chan has extensive experience in accounting, audit and money lending business.

Mr. Chan is appointed by way of a letter of appointment with no fixed terms but will be subject to retirement by rotation and re-election pursuant to the Bye-laws. Mr. Chan is entitled to receive a director’s fee of HK$40,000 per month from the Company which is determined by the Board with reference to the prevailing market conditions, his duties and responsibilities with the Company.

As at the Latest Practicable Date, each of Mr. Shek and Mr. Chan has no interest in any shares of the Company within the meaning of Part XV of the SFO and, save as disclosed above, does not have other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules). Save as disclosed above, each of Mr. Shek and Mr. Chan has not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date or any other position with the Company and other members of the Group.

Save as disclosed above, there is no other matter in connection with the proposed reelection of Mr. Shek and Mr. Chan that needs to be brought to the attention of the shareholders of the Company and there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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SUPPLEMENTAL NOTICE OF AGM

APPENDIX II

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(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

SUPPLEMENTAL NOTICE OF THE 2017 ANNUAL GENERAL MEETING

This notice is supplemental to the notice of the annual general meeting (the ‘‘Notice’’) dated 30 October 2017 issued by DeTai New Energy Group Limited (the ‘‘Company’’) to convene the annual general meeting (the ‘‘Meeting’’) of the Company at Unit 4202, 42/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 30 November 2017 at 11:30 a.m.

Details of the proposed resolutions to be considered at the Meeting were stated in the Notice. Unless otherwise defined, terms defined herein shall have the same meanings as those defined in the circular of the Company dated 30 October 2017. Apart from the amendments stated below, all the information contained in the Notice remains valid and effective.

Due to the matters as set out in the supplemental circular of the Company dated 14 November 2017, this SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Meeting will be held at Unit 4202, 42/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 30 November 2017 at 11:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company (with or without modifications), in addition to the resolutions set out in the Notice:

ORDINARY RESOLUTIONS

• 2.1.3‘‘To re-elect Mr. Shek Yat Him as an executive Director.’’

• 2.1.4‘‘To re-elect Mr. Chan Wai Ki as an executive Director.’’

By order of the Board DeTai New Energy Group Limited Wong Hin Shek Chairman and Executive Director

Hong Kong, 14 November 2017

Notes:

1. A second form of proxy (the ‘‘Second Proxy Form’’) is enclosed with the supplemental circular of the Company dated 14 November 2017 (the ‘‘Supplemental Circular’’). Please refer to pages 2 to 3 of the Supplemental Circular for special arrangements about completion and submission of the Second Proxy Form.

2. Please refer to the Notice for details of the other ordinary resolutions to be passed at the Meeting, closure of the register of members of the Company and eligibility for attending the Meeting, proxy and other relevant matters.

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