Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2017

Dec 29, 2017

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: 583)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of Great Wall Pan Asia Holdings Limited (the “ Company ”) will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 22 January 2018 at 3:30 p.m. for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) approval be and is hereby granted to GWPA Property I Holding Limited (a wholly-owned subsidiary of the Company) entering into the Shareholders Agreement (as defined and disclosed in the circular of the Company dated 30 December 2017 (“ Circular ”)), a copy of which has been produced to the meeting marked “A” and initialled by the chairman of the meeting for the purpose of identification, and all transactions contemplated under the Shareholders Agreement including but not limited to the JV Investment (including the provision of the Advance) (both terms as defined in the Circular) as described in the Circular; and

• (b) any one of the directors of the Company (the “ Directors ”) be and is hereby authorised to do all such acts and things, and to sign and execute all such further documents and to take all such steps for and on behalf of the Company as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to carry out, perform, implement and/or give full effect to the Shareholders Agreement and all relevant transactions contemplated thereunder as the Directors may consider necessary or appropriate in the interests of the Company.”

By Order of the Board Great Wall Pan Asia Holdings Limited Ou Peng

Chairman

Hong Kong, 30 December 2017

• For identification purpose only

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As at the date of this announcement, the board of directors of the Company consists of Mr. Ou Peng and Mr. Meng Xuefeng as executive Directors of the Company, Mr. Huang Hu and Ms. Lv Jia as non-executive Directors of the Company, and Dr. Song Ming, Dr. Sun Mingchun and Mr. Woo Chin Wan as independent non-executive Directors of the Company.

Notes:

1. Votes on the ordinary resolution will be taken by poll pursuant to the Company’s Bye-Laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint not more than two persons (who must be individuals) as his/her proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

4. Where there are joint registered holders of any share, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will for this purpose be deemed joint holders thereof.

5. A form of proxy for the above meeting is enclosed. In order to be valid, the completed and signed form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 3:30 p.m. on Saturday, 20 January 2018 (or if the SGM is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned SGM). Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. For the determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 16 January 2018 to Monday, 22 January 2018, both dates inclusive, during which period no transfer of shares shall be effected. In order to be eligible to attend and vote at the meeting, all duly completed and signed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 15 January 2018.

7. Unless otherwise defined in this notice of SGM, capitalised terms used herein shall have the same meanings ascribed to them in the circular of the Company dated 30 December 2017.

8. Shareholders of the Company are advised to read the circular to the shareholders of the Company dated 30 December 2017 which contains further information in respect of the resolution as set out in this notice.

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