KOALA Financial Group Limited — Proxy Solicitation & Information Statement 2014

Jan 10, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Sunrise (China) Technology Group Limited.

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

If you have sold all your shares in Sunrise (China) Technology Group Limited, you should at once hand this circular and the accompanied proxy form to the purchaser or to the licensed securities dealer, the bank or other agent through whom the sale was effected for transmission to the purchaser.

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

APPOINTMENT OF AUDITOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Units 01-03, 28th Floor, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong on Monday, 27 January 2014 at 10:00 a.m., is set out on pages 5 to 6 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the extraordinary general meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

10 January 2014

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

DEFINITION

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

“Board”	the board of Directors or a duly authorized committee thereof
“Company”	Sunrise (China) Technology Group Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on GEM
“Directors”	the directors of the Company and each a “Director”
“EGM”	the extraordinary general meeting of the Company to be convened
	to approve the proposed appointment of CCTH CPA Limited as
	auditor of the Company
“GEM”	The Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	Rules Governing the Listing of Securities on The Growth
	Enterprise Market of The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administration Region of the People’s
	Republic of China
“Latest Practicable Date”	8 January 2014, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Share(s)”	share(s) of nominal value of HK$0.01 each in the share capital of
	the Company
“Shareholders”	registered holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

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LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

Executive Directors: Mr. Shan Xiaochang (Chairman) Ms. Shan Zhuojun Mr. Ma Arthur On-hing

Independent non-executive Directors:

Mr. Wang Jialian Mr. Wang Zhihua Ms. Chan Sze Man

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head Office and Principal place of business in Hong Kong: Units 01-03, 28th Floor Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong

10 January 2014

To Shareholders of the Company

Dear Sir or Madam,

APPOINTMENT OF AUDITOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 6 January 2014 relating to the proposed appointment of CCTH CPA Limited as the auditor of the Company. The purpose of this circular is to provide you with information on the said proposed appointment and to give you notice of the EGM at which an ordinary resolution will be proposed to consider and, if thought fit, approve the proposed appointment.

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LETTER FROM THE BOARD

RESIGNATION AND APPOINTMENT OF AUDITOR

Zenith CPA Limited resigned as auditor of the Company with effect from 6 January 2014, having taken into account the professional risk associated with the audit and the level of audit fee for the year ended 31 December 2013 which Zenith CPA Limited could not come into agreement with the Company. The letter of resignation received by the Company from Zenith CPA Limited does not mention of any other matters and circumstances connected with its resignation which it considered should be brought to the attention of the holders of securities of the Company. The Board and its Audit Committee also confirmed that there were no other matters and circumstances in respect of the change of auditor which it considered should be brought to the attention of the holders of securities of the Company.

The Board proposed, with the recommendation of its Audit Committee, to appoint CCTH CPA Limited as new auditor of the Company to fill the casual vacancy occasioned by the resignation of Zenith CPA Limited. Pursuant to the articles of association of the Company, the Board shall convene the EGM for approving the appointment and fixing remuneration of CCTH CPA Limited. Upon appointment, CCTH CPA Limited shall hold office until the conclusion of the next annual general meeting of the Company.

CCTH CPA Limited is a registered firm of Certified Public Accountants in Hong Kong focused on providing services to meet the audit and accounting needs of companies based in Hong Kong and the People’s Republic of China. They place strict standards and high expectations on their professionals so that clients can be assured of a thorough process, efficiently delivered, and within reasonable cost. The Board considered that its appointment as the Company’s auditor is in the interest of the Company and its Shareholders as a whole.

THE EGM

A notice convening the EGM is set out on pages 5 to 6 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

To the best of the Directors’ information and belief, no Shareholder has an interest in the proposed appointment which is materially different from the other Shareholders. Therefore no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

RECOMMENDATION

The Board considered that the proposed appointment of CCTH CPA Limited as new auditor of the Company is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommended that all Shareholders should vote in favour of the relevant resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 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 circular misleading.

Yours faithfully, On behalf of the Board

Sunrise (China) Technology Group Limited Shan Xiaochang Chairman

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8226)

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Sunrise (China) Technology Group Limited (the “Company”) will be held at Units 01-03, 28th Floor, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong on Monday, 27 January 2014 at 10:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“To appoint CCTH CPA Limited as auditor of the Company and to authorize the board of directors to determine their remuneration.”

By order of the Board Sunrise (China) Technology Group Limited Shan Xiaochang Chairman

Hong Kong, 10 January 2014

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Units 01-03, 28th Floor Shui On Centre 6-8 Harbour Road Wan Chai, Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the meeting is entitled to appoint a person or if he is the holder of two or more shares, more than one person as his proxy or proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. Whether there are joint registered holders of any share, any one of 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, then one of the said holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.

4. Delivery of a form of proxy shall not preclude a member from attending and voting in person at the above meeting and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises six Directors namely Mr. Shan Xiaochang, Ms. Shan Zhuojun and Mr. Ma Arthur On-hing, being the executive Directors, and Mr. Wang Jialian, Mr. Wang Zhihua and Ms. Chan Sze Man, being the independent non-executive Directors.

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