Kingwell Group Limited — Proxy Solicitation & Information Statement 2010

Jan 20, 2010

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

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SINOTRONICS HOLDINGS LIMITED 華 翔 微 電 子 控 股 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘Meeting’’) of Sinotronics Holdings Limited (‘‘Company’’) will be held at 10:00 a.m. on Thursday, 11 February 2010 at Boardroom 3 & 4, Mezzanine Floor, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT the authorized share capital of the Company be increased from HK$100,000,000 divided into 1,000,000,000 shares of par value of HK$0.10 each in the share capital of the Company (‘‘Shares’’) to HK$500,000,000 divided into 5,000,000,000 Shares by creating an additional 4,000,000,000 unissued Shares’’

2. ‘‘THAT

3. (i) subject to the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of and permission to deal in the Shares to be issued and allotted by the Company under the proposed share option scheme of the Company (the ‘‘Scheme’’), the rules of which are set out in a document submitted to the meeting marked ‘‘A’’ and signed for the purpose of identification by the chairman of the Meeting, such Scheme be and is hereby approved and adopted as the Company’s share option scheme and the directors of the Company (‘‘Directors’’) be and are hereby authorised to take all such steps as they may deem necessary, desirable or expedient to carry into effect, waive or amend the Scheme subject to the terms of the Scheme and Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time);

4. (ii) the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the Scheme up to a maximum of 10% of the Shares in issue upon the increase of authorized share capital by resolution 1 as at the date of passing of this

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resolution, to issue and allot Shares pursuant to the exercise of the options so granted, to administer the Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit; and

• (iii) conditional upon the Scheme becoming unconditional, the existing share option scheme of the Company which was adopted by the Company on 9 January 2003 be terminated with effect from the date on which such resolution shall become unconditional.

SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be and is hereby changed from ‘‘Sinotronics Holdings Limited’’ to one of the names set out below in the following order of priority:

2. (1) Kingwell Group Limited 京維集團有限公司

3. (2) Kinwell Group Limited 京維集團有限公司

4. (3) Sinoway Group Limited 京維集團有限公司

with effect from the date of entry of the new name on the register of companies maintained by the Registrar of Companies in the Cayman Islands, and the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid name change.’’

By order of the board of directors of SINOTRONICS HOLDINGS LIMITED Xu Yue Yue

Acting Chairman

Hong Kong, 20 January 2010

Head office and principal place of business in Hong Kong:

Room 1805, 18th Floor

Harbour Centre 25 Harbour Road

Wanchai, Hong Kong

Notes:

1. Every shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a shareholder of the Company.

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1. Where there are joint holders of any share, any one of such joint holders may vote at the Meeting, either in person 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, the vote of the senior who tenders a vote, whether in person or proxy, shall be accepted to the exclusion of the votes of the other joint holders, and 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.

2. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude the shareholders of the Company from attending and voting in person at the Meeting should it/he/she so desire.

As at the date of this announcement, the Board comprises Ms. Xu Yue Yue, Mr. Xiang Song, Mr. Sze Ming Yee, Mr. Lin Wan Xin, Mr. Chan Kin and Mr. Tu Shuguang as executive Directors, and Mr. Li Jianguo, Mr. Cheung Chuen and Ms. Wong Lai Wing as independent non-executive Directors.

• for identification purpose only

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