Kingwell Group Limited — Proxy Solicitation & Information Statement 2018

Jun 25, 2018

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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(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 DeTai New Energy Group Limited (the ‘‘Company’’) will be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Monday, 16 July 2018 at 11:00 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 sale and purchase agreement dated 4 April 2018 (the ‘‘SPA’’) entered into between the Company as vendor, Excellent Point Asia Limited as purchaser (the ‘‘Purchaser’’) and Mr. Zhu Yongjun as the guarantor in relation to, among other matters, the sale and purchase of 49 ordinary shares of US$1.00 each (the ‘‘Target Shares’’) in the share capital of Perfect Essential Holdings Limited (the ‘‘Target Company’’), representing 49% of the issued share capital of the Target Company, and part of the shareholder’s loan owing by the Target Company to the Company in the aggregate amount of HK$64,484,000, at a total consideration of HK$64,484,382.2 (copies of which has been produced to the Meeting marked ‘‘A’’ and initiated by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

• (b) the entering into of an option deed (the ‘‘Option Deed’’) by the Company and the Purchaser in respect of the grant of the right by the Company to the Purchaser to acquire all but not part of the 51 Target Shares and part of the shareholder’s loan owing by the Target Company to the Company in the amount of HK$67,116,000 (the ‘‘Option Loan’’) from the Company within six months from the date of the first completion of the SPA by the Purchaser pursuant to the terms and conditions of the SPA (the ‘‘Call Option’’) be and is hereby approved;

• (c) the transfer of the 51 Target Shares and the assignment of the Option Loan by the Company to the Purchaser upon exercise of the Call Option be and are hereby approved; and

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• (d) any one director of the Company be and is 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 SPA and the Option Deed as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the SPA and the Option Deed and the implementation of all transactions contemplated thereunder.’’

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

Hong Kong, 25 June 2018

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Suite 3301, 33/F. Hamilton HM 11 The Center Bermuda 99 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) 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.

6. 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.

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1. The Company’s register of members will be closed during the period from Wednesday, 11 July 2018 to Monday, 16 July 2018, both days inclusive, for the purpose of ascertaining the Shareholders’ entitlement to attend and vote at the Meeting. In order to be eligible to attend and vote at the Meeting, all duly completed transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited located at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 10 July 2018.

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

As at the date of this announcement, the executive Directors are Mr. Wong Hin Shek, Mr. Chi Chi Hung, Kenneth, Mr. Shek Yat Him and Mr. Chan Wai Ki; the non-executive Director is Mr. Chui Kwong Kau; and the independent non-executive Directors are Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

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