Millennium Pacific Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Mar 31, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Millennium Pacific Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

Millennium Pacific Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8147)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF CHINESE NAME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Room 1604, 16/F, South Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 7 May 2015 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Such form of proxy is also published on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and the Company at www.cpit.com.hk.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

31 March 2015

CONTENTS

	Pages
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . .	4
3. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Adoption of Chinese Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of the Directors Proposed to be Re-elected at the AGM . . .	11
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock 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.

– ii –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

• ‘‘Adoption of Chinese Name’’ the proposed adoption of the Chinese name ‘‘匯思太平洋集 團控股有限公司’’ as the dual foreign name of the Company;

• ‘‘AGM’’ the annual general meeting of the Company to be convened at Room 1604, 16/F, South Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 7 May 2015 at 10:00 a.m.;

• ‘‘Articles’’ the articles of association of the Company as amended and restated from time to time;

• ‘‘Board’’ the board of Directors;

• ‘‘Chairman’’ the chairman of the Board;

• ‘‘close associate’’ has the meaning ascribed to it under the GEM Listing Rules;

• ‘‘Company’’ Millennium Pacific Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on GEM;

• ‘‘controlling shareholder(s)’’ has the meaning ascribed to it under the GEM Listing Rules;

• ‘‘core connected person(s)’’ has the meaning ascribed to it under the GEM Listing Rules;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate;

• ‘‘GEM’’

• the Growth Enterprise Market of the Stock Exchange;

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM as amended from time to time;

• ‘‘General Mandates’’ the Issue Mandate, the Repurchase Mandate and the Extension Mandate;

• ‘‘Group’’ the Company and its subsidiaries;

– 1 –

DEFINITIONS

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC;

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM;

• ‘‘Latest Practicable Date’’

• 26 March 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

• ‘‘Listing Date’’

• 18 July 2014, the date on which trading in the Shares commenced on GEM;

• ‘‘PRC’’

• the People’s Republic of China;

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares, the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing the relevant resolution at the AGM;

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’

• the ordinary share(s) of HK$0.001 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’

• The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong;

• ‘‘%’’

per cent.

– 2 –

LETTER FROM THE BOARD

Millennium Pacific Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8147)

Executive Directors: Mr. Tang Wai Ting, Samson (Chairman) Ms. Chan Kai Hei Mr. Chiu Chen Hsun

Non-executive Director: Mr. Tse Yee Hin, Tony Dr. Li Ying

Independent non-executive Directors:

Mr. Ng Ka Chung Mr. Lee Wai Hung Ms. Eugenia Yang Ms. Chan Sze Man

Registered office: Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Headquarters in PRC: B3 Yucan Industrial Park Lanzhu West Road Export Processing Zone Pingshan New District Shenzhen Guangdong Province PRC

Principal place of business in Hong Kong: Unit 5, 4/F, Energy Plaza No. 92 Granville Road Tsim Sha Tsui East, Kowloon Hong Kong

31 March 2015

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS, ADOPTION OF CHINESE NAME AND NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of the Extension Mandate; (iv) the reelections of Directors; and (v) the Adoption of Chinese Name.

A notice convening the AGM is set out on pages 15 to 19 of this circular.

2. GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the written resolutions passed by the Shareholders on 20 June 2014, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the Listing Date; (b) a general unconditional mandate to repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the Listing Date; and (c) the power to extend the general unconditional mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

• (a) to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such resolution;

• (b) to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such resolution; and

• (c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The full text of the above resolutions are set out in resolutions paragraphs 5 to 7 as set out in the notice of the AGM contained in pages 15 to 19 of this circular.

– 4 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,045,560,000 Shares. On the basis that no further Shares are repurchased or issued from the Latest Practicable Date to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 104,556,000 Shares and under the Issue Mandate to issue a maximum of 209,112,000 Shares, representing 10% and 20% of the issued Shares as at the Latest Practicable Date respectively.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required to be held under the Articles or any applicable laws of the Cayman Islands or the GEM Listing Rules; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

In accordance with the requirements of the GEM Listing Rules, an explanatory statement is set out in Appendix I to this circular containing all the information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

By virtue of Article 108(a) of the Articles, Mr. Tang Wai Ting Samson, Ms. Chan Kai Hei and Mr. Chiu Chen Hsun will retire and, being eligible, offer themselves for re-election at the AGM.

Pursuant to Article 112 of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Tse Yee Hin, Tony and Dr. Li Ying shall hold office until the forthcoming annual general meeting, and being eligible, offer themselves for re-election at the AGM.

Particulars of each of the Directors proposed to be re-elected at the AGM which are required to be disclosed by the GEM Listing Rules are set out in Appendix II to this circular.

4. ADOPTION OF CHINESE NAME

The Board proposes to adopt ‘‘匯思太平洋集團控股有限公司’’ as the Chinese name of the Company. The Chinese name will be the Company’s dual foreign name for the purposes of the laws of the Cayman Islands.

The Board considers that the proposed Adoption of Chinese Name will better reflect the identity of the Company in Chinese, and is in the interests of the Company and its Shareholders as a whole.

– 5 –

LETTER FROM THE BOARD

The Adoption of Chinese Name is subject to the following conditions:

• (i) the passing of the special resolution by the Shareholders at the AGM approving the Adoption of Chinese Name; and

• (ii) the approval by the Registrar of Companies in the Cayman Islands in respect of the Adoption of Chinese Name has been obtained.

If the Adoption of Chinese Name becomes unconditional and effective under the laws of the Cayman Islands, the Company will carry out all necessary filing procedures with the Registrar of Companies in Hong Kong.

The Adoption of Chinese Name of the Company will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Adoption of Chinese Name becomes effective, continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangements for free exchange of the existing share certificates of the Company for new share certificates bearing the Chinese name. Once the Adoption of Chinese Name has become effective, new share certificates bearing the Chinese name of the Company will be deployed for share transactions thereafter.

5. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 15 to 19 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the General Mandates, the re-election of the Directors and the Adoption of Chinese Name.

Pursuant to the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and the Company at www.cpit.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

– 6 –

LETTER FROM THE BOARD

6. 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.

7. RECOMMENDATION

The Directors consider that all the proposed resolutions at the AGM, including but not limited to the granting of the General Mandates, the re-election of the Directors and the Adoption of Chinese Name, are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Millennium Pacific Group Holdings Limited Tang Wai Ting, Samson Chairman

– 7 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,045,560,000 Shares.

The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 104,556,000 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/ or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

Any repurchase by our Company may only be funded out of funds legally available for such purpose in accordance with the Company’s memorandum of association, the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands.

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2014) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.

– 8 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM.

No core connected person has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders at the AGM.

6. DIRECTOR’S UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, CPIT Investments Limited, being the controlling shareholder of the Company, held approximately 43.9% of the issued share capital of the Company. CPIT Investments Limited is beneficially owned as to 99% by Mr. Tang Wai Ting, Samson and 1% by Ms. Chan Kai Hei, Mr. Tang Wai Ting, Samson is deemed to be interested in the Shares held by CPIT Investments Limited under the SFO. Ms. Chan Kai Hei, being the spouse of Mr. Tang Wai Ting Samson, is deemed to be interested in all the Shares that Mr. Tang Wai Ting Samson is interested in. Accordingly, each of Mr. Tang Wai Ting, Samson and Ms. Chan Kai Hei is deemed to be interested in the Shares held by CPIT Investments Limited under the SFO. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the interests of CPIT Investments Limited, Mr. Tang Wai Ting, Samson and Ms. Chan Kai Hei in the Company would increase to approximate 48.8% of the issued share capital of the Company. The Directors consider that such increase may give rise to an obligation on the part of CPIT Investments Limited to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in such takeover obligation. Besides, the Directors have no present intention to repurchase Shares to an extent which will result in the number of Shares held by the public being reduced to less than 25%.

– 9 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the six months preceding the Latest Practicable Date, whether on the GEM or otherwise.

9. MARKET PRICES

The highest and lowest prices per Share at which the Shares have traded on GEM during each of the following months since the date of dealing of the Shares on GEM on 18 July 2014, being the Listing Date, and up to the Latest Practicable Date were as follows:

	Highest Price	Lowest Price
Month	(HK$)	(HK$)
2014
July (from the Listing Date)	0.930	0.260
August	2.500	0.830
September	2.405	1.600
October	2.320	1.702
November	2.050	1.658
December	2.100	1.700
2015
January	5.200	2.050
February	5.800	3.800
March (up to the Latest Practicable Date)	5.600	3.350

– 10 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

The following are the particulars of the Directors (as required by the GEM Listing Rules) who are subject to re-election at the AGM.

Mr. Tang Wai Ting Samson (‘‘Mr. Tang’’), aged 52, has been appointed as an executive Director since 11 September 2013 and is currently the chairman of the Board and the chief executive officer of the Group and one of our controlling shareholders. He is also a member of the compliance committee of the Board. He is responsible for formulating our corporate strategies and overseeing the overall business of the Group. Mr. Tang has over 15 years of experience in selling consumer electronic devices and over 20 years of experience in the research and development of consumer electronic devices.

Mr. Tang received a Bachelor’s Degree in Electrical and Electronics Engineering from the University of Bradford, UK, in July 1984. He worked in the research and development department of two companies in UK, namely, Racal Electronics Group Plc Ltd. from 1984 to 1988 and AFE Electronics Group Ltd. from 1988 to 1992. The business of these companies were manufacturing of products in relation to aviation, marine and electric equipments and industrial control products respectively.

Mr. Tang is the spouse of Mrs. Tang (as defined below). Save as the aforesaid relationship, Mr. Tang is not connected with any Directors, substantial Shareholders, controlling shareholders or senior management of the Company.

As at the Latest Practicable Date, Mr. Tang was deemed to be interested in 459,000,000 Shares held by CPIT Investments Limited by virtue of the SFO, representing approximately 43.9% of the issued share capital of the Company.

Mr. Tang has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date and shall continue thereafter unless and until it is terminated by the Company or Mr. Tang by giving not less than three months’ notice in writing to the other and he is subject to retirement from office and re-election at the AGM of the Company in accordance with the Articles. Mr. Tang was entitled to an annual salary of HK$240,000 which was determined with reference to his duties and responsibilities with the Company.

Save as disclosed above, Mr. Tang has not held any other directorships in any public listed companies in the last three years and does not have any other major appointment or professional qualifications. Save as disclosed above, there is no information relating to Mr. Tang that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

Ms. Chan Kai Hei (‘‘Mrs. Tang’’), aged 45, has been appointed as an executive Director since 11 September 2013 and is one of the controlling shareholders. Mrs. Tang has over 15 years of experience in selling consumer electronic devices.

Mrs. Tang received a Bachelor’s Degree in Interior Design from Birmingham City University, UK, in June 1994.

– 11 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mrs. Tang is the spouse of Mr. Tang. Save as the aforesaid relationship, Mrs. Tang is not connected with any Directors, substantial Shareholders, controlling shareholders or senior management of the Company.

As at the Latest Practicable Date, Mrs. Tang was deemed to be interested in 459,000,000 Shares held by CPIT Investments Limited by virtue of the SFO, representing approximate 43.9% of the issued share capital of the Company.

Mrs. Tang has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date and shall continue thereafter unless and until it is terminated by the Company or Mrs. Tang by giving not less than three months’ notice in writing to the other and she is subject to retirement from office and re-election at the AGM of the Company in accordance with the Articles. Mrs. Tang was entitled to an annual salary of HK$240,000 which was determined with reference to her duties and responsibilities with the Company.

Save as disclosed above, Mrs. Tang has not held any other directorships in any public listed companies in the last three years and does not have any other major appointment or professional qualifications. Save as disclosed above, there is no information relating to Mrs. Tang that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

Mr. Chiu Chen Hsun (‘‘Mr. Chiu’’), aged 54, has been appointed as an executive Director since 9 April 2014 and is responsible for overseeing internal control procedures and product quality control of the Group. Prior to joining the Group, Mr. Chiu worked as the project manager of Tecom Co., Limited, which is a leading telecommunications equipment maker in Taiwan, from September 1983 to December 2007 and gained extensive experience in the manufacturing of consumer electronic devices. From January 2008 to September 2013, he worked as the vice general manager of Bai Chen Magnet Electric (Hui Zhou) Limited.

Mr. Chiu graduated from the Ta Hwa Industrial College of Taiwan in June 1980 (now known as Ta Hwa University of Science and Technology of Taiwan) majoring in Electrical Engineering.

Mr. Chiu is not connected with any Directors, substantial Shareholders, controlling shareholders or senior management of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Chiu has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date and shall continue thereafter unless and until it is terminated by the Company or Mr. Chiu by giving not less than three months’ notice in writing to the other and he is subject to retirement from office and re-election at the AGM of the Company in accordance with the Articles. Mr. Chiu was entitled to an annual salary of HK$120,000 which was determined with reference to his duties and responsibilities with the Company.

– 12 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Save as disclosed above, Mr. Chiu has not held any other directorships in any public listed companies in the last three years and does not have any other major appointment or professional qualifications. Save as disclosed above, there is no information relating to Mr. Chiu that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

Mr. Tse Yee Hin, Tony (‘‘Mr. Tse’’), aged 45, has been appointed as a non-executive Director since 6 October 2014. Mr. Tse holds a Bachelor of Science degree with honors in Finance and Accounting from University of Salford, United Kingdom and a degree in Executive Master of Business Administration from Richard Ivey School of Business, The University of Western Ontario, Canada. Mr. Tse is a member of each of Illinois Certified Public Accountants Society, American Institute of Certified Public Accountants, Institute of Accountants Exchange, Hong Kong Securities and Investment Institute and Hong Kong Securities Professionals Association. Mr. Tse is also an associate member of The Chartered Institute of Management Accountants of the United Kingdom and Hong Kong Institute of Certified Public Accountants. Mr. Tse has over 18 years of experience in corporate finance and accounting and has worked for several international accounting firms, investment banks and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’). Mr. Tse is currently a managing director of corporate finance department in Essence Corporate Finance (Hong Kong) Limited and acts as its principal under the sponsor regime. Mr. Tse is also a non-executive director and an independent non-executive director of China Oil Gangran Energy Group Holdings Limited (formerly known as Fairson Holdings Limited) (Stock Code: 8132) since January 2014 and Yunbo Digital Synergy Group Limited (Stock Code: 8050) since May 2014, respectively. Mr. Tse is a responsible officer licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’) to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities.

Mr. Tse is not connected with any Directors, substantial Shareholders, controlling shareholders or senior management of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Tse has entered into a service agreement with the Company for a term of one year commencing on 6 October 2014, subject to retirement by rotation and re-election at the next following annual general meeting of the Company in accordance with the Articles. Mr. Tse is entitled to a director’s fee of HK$300,000 per annum, which was determined with reference to his relevant experience, responsibilities and duties in the Company and the prevailing market benchmarks. The service agreement can be terminated by either party by giving one month’s notice in writing.

Save as disclosed above, Mr. Tse has not held any other directorships in any public listed companies in the last three years and does not have any other major appointment or professional qualifications. Save as disclosed above, there is no information relating to Mr. Tse that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

– 13 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Dr. Li Ying (‘‘Dr. Li’’), aged 57, has been appointed as a non-executive Director since 6 October 2014. Dr. Li obtained a degree of doctor of philosophy from The University of Hong Kong in 1996. Dr. Li was a visiting scholar at the University of Sydney, Australia from 2004 to 2005. Since 2005, Dr. Li has been a member of China Society of Logistics, an executive director of Society of Transportation and Logistics of China, vice secretary-general of The Chartered Institute of Logistics and Transport International — China, and director of the Bureau of International Co-operation of The Chartered Institute of Logistics and Transportation International. Since 2003, Dr. Li has been a fellow of Asian College of Knowledge Management. Dr. Li was a doctoral advisor at the Bureau of Resources and Environment of the Chinese Academy of Sciences from 1998 to 2003. Dr. Li is currently a part-time postgraduate advisor in the field of application technology of computer science at the Faculty of Computer of Guangdong University of Technology, a doctoral advisor at the South Branch of the Institute of the Digital China of Peking University, a chief executive officer of Guangdong Ubiquitous Radio Frequency Identification Public Technology Supporting Limited and a director of Guangdong Logistics & IT Associate Limited. Now he is also an advisor and expert of Guangdong governor in Internet of Things.

Dr. Li is not connected with any Directors, substantial Shareholders, controlling shareholders or senior management of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO.

Dr. Li has entered into a service agreement with the Company for a term of one year commencing on 6 October 2014, subject to retirement by rotation and re-election at the next following annual general meeting of the Company in accordance with the articles of association of the Company. Dr. Li is entitled to a director’s fee of HK$300,000 per annum, which was determined with reference to his relevant experience, responsibilities and duties in the Company and the prevailing market benchmarks. The service agreement can be terminated by either party by giving one month’s notice in writing.

Save as disclosed above, Dr. Li has not held any other directorships in any public listed companies in the last three years and does not have any other major appointment or professional qualifications. Save as disclosed above, there is no information relating to Dr. Li that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

– 14 –

NOTICE OF THE AGM

Millennium Pacific Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8147)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (‘‘AGM’’) of Millennium Pacific Group Holdings Limited (the ‘‘Company’’) will be held at Room 1604, 16/F, South Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong, on 7 May 2015 at 10:00 a.m. for the following purposes: 1. To receive, consider and approve the audited financial statements and the reports of the directors and the auditors of the Company for the financial year ended 31 December 2014.

1. (a) to re-elect Mr. Tang Wai Ting, Samson as an executive director of the Company;

2. (b) to re-elect Ms. Chan Kai Hei as an executive director of the Company;

3. (c) to re-elect Mr. Chiu Chen Hsun as an executive director of the Company;

4. (d) to re-elect Mr. Tse Yee Hin, Tony as a non-executive director of the Company;

5. (e) to re-elect Dr. Li Ying as a non-executive director of the Company.

6. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

7. To re-appoint the Company’s auditors and to authorize the board of directors to fix the remuneration of the auditors.

As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

5. ‘‘THAT

• (a) subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot,

– 15 –

NOTICE OF THE AGM

issue and otherwise deal with additional shares or securities convertible into shares, options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal value of the share capital allotted and issued or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or (v) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, or (vi) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and

– 16 –

NOTICE OF THE AGM

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution; and

‘‘Rights Issue’’ means an offer of shares of the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).’’

1. ‘‘THAT

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on the Growth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law (as revised) of the Cayman Islands and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal value of the shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly;

4. (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

   • (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.’’

– 17 –

NOTICE OF THE AGM

1. ‘‘THAT conditional upon the ordinary resolutions set out in resolutions nos. 5 and 6 above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution no. 5 above be and is hereby extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 6 above, provided that such extended amount shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution.’’

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution which will be proposed as a special resolution of the Company:

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, ‘‘匯思太平洋集團控股有限公司’’ be adopted as the dual foreign name of the Company; and that the directors of the Company be authorized to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid adoption of dual foreign name of the Company.’’

By order of the Board

Millennium Pacific Group Holdings Limited Tang Wai Ting, Samson Chairman

Hong Kong, 31 March 2015

Registered office: Headquarters in PRC: Principal place of business in Clifton House B3 Yucan Industrial Park Hong Kong: 75 Fort Street Lanzhu West Road Unit 5, 4/F, Energy Plaza P.O. Box 1350 Export Processing Zone No. 92 Granville Road Grand Cayman Pingshan New District Tsim Sha Tsui East KY1-1108 Shenzhen Kowloon Cayman Islands Guangdong Province Hong Kong PRC

Notes:

1. A member entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of his. A shareholder who is the holder of 2 or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company.

– 18 –

NOTICE OF THE AGM

1. Whether or not you intend to attend the AGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services 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 AGM or any adjournment thereof.

3. In the case of joint holders of shares, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the AGM 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 shares shall alone be entitled to vote in respect thereof.

4. The registers of members of the Company will be closed from 5, May 2015 to 7, May 2015 (both days inclusive) during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address not later than 4:30 p.m. on 4, May 2015.

5. All the resolutions set out in this notice shall be decided by way of poll.

As at the date of this notice, the executive directors of the Company are Mr. Tang Wai Ting Samson, Ms. Chan Kai Hei, and Mr. Chiu Chen Hsun; the non-executive directors of the Company are Mr. Tse Yee Hin, Tony and Dr. Li Ying; and the independent non-executive directors of the Company are Ms. Chan Sze Man, Mr. Lee Wai Hung, Mr. Ng Ka Chung, and Ms. Eugenia Yang.

This notice will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at http://www.cpit.com.hk.

– 19 –