Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2019

Apr 3, 2019

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 (the “ Meeting ”) of Great Wall Pan Asia Holdings Limited (the “ Company ”) will be held at Room 2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 30 April 2019 at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT approval be and is hereby given for the Letters of Offer (as defined in the circular of the Company dated 4 April 2019 issued in respect thereof (“ Circular ”)) (copies of which are produced to the Meeting marked “A” and signed by the chairman of the Meeting for identification purposes) given by the Tenant (as defined in the Circular) to the Landlords (as defined in the Circular) in respect of the Premises (as defined in the Circular), the entering into of the Proposed Tenancies (as defined in the Circular) (the principal terms of which are as set out in the Letters of Offer) between the Landlords and the Tenant, the transactions thereunder and the proposed Annual Caps (as defined in the Circular); and any director of the Company (“ Director ”) be and is hereby authorised to approve, sign and execute any agreements and documents and to take any actions in connection with the Letters of Offer, the Proposed Tenancies and the Annual Caps, and any Director(s) be and is/are hereby authorised to take all such action and to execute any agreements, deeds, instruments and any other documents, under hand or under seal, and to make all such arrangements as he/she/they may consider to be appropriate, necessary or desirable to give effect to or in connection with the Letters of Offer, the Proposed Tenancies and the transactions thereunder, and the proposed Annual Caps and, subject to and in accordance with the applicable law and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating thereto in the interests of the Company and its shareholders as a whole.”

2. To re-elect Mr. Chen Zenan as a non-executive Director.

3. To re-elect Ms. Liu Yan as an independent non-executive Director.

By Order of the Board Great Wall Pan Asia Holdings Limited Chen Zenan Chairman

Hong Kong, 4 April 2019

• For identification purpose only

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Notes:

1. Resolutions at the Meeting 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 (the “ Stock Exchange ”) 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 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 3:00 p.m. on Sunday, 28 April 2019 (or if the Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Meeting). 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 determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, 24 April 2019 to Tuesday, 30 April 2019, both dates inclusive, during which period no transfer of shares of the Company will be registered. 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 no later than 4:30 p.m. on Tuesday, 23 April 2019.

7. In accordance with Chapter 14A of the Listing Rules, Great Wall Pan Asia (BVI) Holding Limited and its associates are required to abstain from voting on resolution numbered 1.

8. Unless otherwise defined in this notice of Meeting, capitalised terms used herein shall have the same meanings ascribed to them in the circular of the Company dated 4 April 2019.

9. Shareholders of the Company are advised to read the circular to the shareholders of the Company dated 4 April 2019 which contains further information in respect of the resolutions as set out in this notice.

As at the date of this announcement, the Board consists of Mr. Huang Hu and Mr. Meng Xuefeng as executive Directors of the Company, Mr. Chen Zenan and Ms. Lv Jia as non-executive Directors of the Company and Dr. Song Ming, Dr. Sun Mingchun and Ms. Liu Yan as independent non-executive Directors of the Company.

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