Kingwell Group Limited — Proxy Solicitation & Information Statement 2015

Nov 24, 2015

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.

==> picture [77 x 75] intentionally omitted <==

GUOCANG GROUP LIMITED 國 藏 集 團 有 限 公 司

(proposed to be renamed as DeTai New Energy Group Limited 德泰新能源集團有限公司)

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Guocang Group Limited (the ‘‘Company’’) will be held at Unit 4202, 42/F, The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 16 December 2015 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the subscription agreement dated 4 September 2015 (as amended and supplemented by the supplemental agreement dated 23 November 2015) (the ‘‘Subscription Agreement’’) (a copy of which has been produced to the Meeting marked ‘‘A’’ and initiated by the chairman of the Meeting for the purpose of identification) entered into between Noble Advantage Limited as the subscriber (the ‘‘Subscriber’’) and Integrated Capital Investments Limited (the ‘‘Target’’), pursuant to which, among other things, the Subscriber has agreed to subscribe for and the Target has agreed to issue, the HK$388,000,000 3.65 per cent. coupon convertible bonds due on 3rd anniversary of the date of issue (the ‘‘Convertible Bonds’’) at the subscription price which is equal to the principal amount of the Convertible Bonds of HK$388,000,000 (the ‘‘Subscription Price’’), and the transactions contemplated thereunder be and are hereby generally and unconditionally approved, confirmed and ratified; and

– 1 –

• (b) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to do such acts and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Subscription Agreement and the transactions contemplated thereunder as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Subscription Agreement and the implementation of all transactions contemplated thereunder.’’

By order of the Board Guocang Group Limited Wong Hin Shek Chairman and Executive Director

Hong Kong, 25 November 2015

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

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

Notes:

1. 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. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the board of the Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, 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/she 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 by 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 –

1. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

2. The voting at the Meeting (or any adjournment thereof) shall be taken by way of poll.

As at the date of this notice, the executive Directors are Mr. Wong Hin Shek and Mr. Chi Chi Hung, Kenneth; and the independent non-executive Directors are Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

– 3 –