Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2016

Dec 21, 2016

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 licensed securities dealer 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 Phoenitron Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

(1) PROPOSED CHANGE OF AUDITORS; (2) PROPOSED SHARE CONSOLIDATION; (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice dated 21 December 2016 convening the extraordinary general meeting of the Company to be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on 18 January 2017 at 9:15a.m. is set out on pages 10 to 11 of this circular. A form of proxy for use by the shareholders of the Company at the extraordinary general meeting of the Company is enclosed herein.

Whether or not you are able to attend such meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis 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 holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) if you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website (www.hkgem.com) for at least 7 days from its date of posting and the Company’s website at www.phoenitron.com

21 December 2016

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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	10

– ii –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the associated trading arrangements are as follows:

(Hong Kong time and date)

Despatch of Company’s circular with notice and

form of proxy of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 21 December 2016

Closure of register of members of the Company to determine the right to attend and vote at EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 16 January 2017 to Wednesday, 18 January 2017 (both days inclusive) Latest date and time for lodging form of

proxy for the purpose of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:15 a.m. on Monday, 16 January 2017 Date and time of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:15 a.m. on Wednesday, 18 January 2017

Announcement of poll results of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 18 January 2017

The following events are conditional on the fulfilment of the conditions for the implementation of Share Consolidation:

Effective date of Share Consolidation . . . . . . . . . . . . . . . . . . . . .Thursday, 19 January 2017

Dealing in Consolidated Shares commences . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Thursday, 19 January 2017

First day of free exchange of existing share certificates for new share certificates for

Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 19 January 2017

Original counter for trading in Existing Shares in board lots of 5,000 Existing Shares (in the form of existing share certificates) temporarily closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Thursday, 19 January 2017

Temporary counter for trading in Consolidated Shares in board lots of 500 Consolidated Shares

(in the form of existing share certificates) opens . . . . . . . . . . . . . .9:00 a.m. on Thursday, 19 January 2017

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EXPECTED TIMETABLE

Original counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new share certificates for Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 6 February 2017 Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 6 February 2017 Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 6 February 2017 Temporary counter for trading in Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . .4:00 p.m. on Friday, 24 February 2017 Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . .4:00 p.m. on Friday, 24 February 2017 Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Friday, 24 February 2017 Latest time for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 28 February 2017

All times and dates in this circular refer to Hong Kong local times and dates. Shareholders should note that the dates and deadlines specified in this circular for events in the timetable for the Share Consolidation is subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by Shareholders at the EGM, and is therefore for indicative purpose only.

In the event that any special circumstances arise, the Board may extend, or make adjustment to, the timetable if it considers appropriate. Any extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

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DEFINITIONS

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

• “Board”

the board of Directors

• “Company”

• Phoenitron Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

• “Consolidated Share(s)” ordinary share(s) of par value of HK$0.20 each in the share capital of the Company immediately after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company from time to time

• “EGM”

the extraordinary general meeting of the Company to be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong on 18 January 2017 at 9:15 a.m. and any adjourned meeting (as the case may be) for the purpose of, among other matters, considering and, if thought fit, approving (i) the appointment of auditors; (ii) the Share Consolidation; and (iii) the Increase in Authorised Share Capital

“GEM”

the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• The Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Increase in Authorised Share Capital”

the proposed increase in the authorised share capital of the Company from HK$100,000,000.00 divided into 500,000,000 Consolidated Shares to HK$300,000,000.00 divided into 1,500,000,000 Consolidated Shares by the creation of additional 1,000,000,000 Consolidated Shares

• “Latest Practicable Date”

• 16 December 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

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DEFINITIONS

• “Listing Committee” has the meaning ascribed thereto under the GEM Listing Rules

• “Share(s)” or “Existing Share(s)” ordinary share(s) of par value of HK$0.02 each in the share capital of the Company

• “Share Consolidation” the proposed consolidation of every ten (10) Existing Shares of par value of HK$0.02 each in the issued and unissued share capital of the Company into one (1) Consolidated Share of par value of HK$0.20 each in the issued and unissued share capital of the Company

• “Shareholder(s)” holder(s) of the Shares “Share Option(s)” share option(s) granted or to be granted under the Share Option Scheme entitling the holders thereof to subscribe for Share(s)

• “Share Option Scheme” the share option scheme adopted by the Company on 8 January 2008

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

Executive Directors: Ms. Lily Wu (Chairman and Chief Executive Officer) Mr. Wang Jia Hua Mr. Chang Wei Wen Mr. Yang Meng Hsiu

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

Independent Non-Executive Directors: Ms. Wong Ka Wai, Jeanne Mr. Leung Ka Kui, Johnny Mr. Chan Siu Wing, Raymond

Principal place of business in Hong Kong: Unit 302, 3rd Floor, Seapower Centre 73 Lei Muk Road Kwai Chung New Territories Hong Kong

21 December 2016

• To the Shareholders, and for information only, to the holders of the options issued by the Company

Dear Sir or Madam,

(1) PROPOSED CHANGE OF AUDITORS; (2) PROPOSED SHARE CONSOLIDATION; (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 25 November 2016 in relation to the resignation of BDO Limited as the auditors of the Company with effect from 25 November 2016 and the proposed appointment of Grant Thornton Hong Kong Limited as auditors of the Company to fill the casual vacancy following the resignation of BDO Limited and to hold office until the conclusion of the next annual general meeting of the Company subject to the approval by the Shareholders at the EGM.

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LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 12 December 2016 in relation to the proposed Share Consolidation and the proposed Increase in Authorised Share Capital.

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the EGM for the change of auditors, the proposed Share Consolidation and the proposed Increase in Authorised Share Capital.

PROPOSED CHANGE OF AUDITORS

The Board received a letter from BDO Limited dated 25 November 2016 resigning as the Company’s auditors with effect from 25 November 2016. BDO Limited has confirmed that there were no matters connected with their resignation that need to be brought to the attention of the Shareholders. The Board and the audit committee of the Company also confirm that there are no other matters or circumstances in connection with the resignation of the auditors of the Company that need to be brought to the attention of the Shareholders.

The Board confirms that BDO Limited has not yet commenced any review or audit work on the accounts of the Group for the financial year ending 31 December 2016. It is expected that the change of auditors will not have any significant impact on the review and the release of annual report of the Group for the financial year ending 31 December 2016.

The Board passed a resolution on 25 November 2016 and has resolved to convene an EGM to propose to the Shareholders that Grant Thornton Hong Kong Limited be appointed by an ordinary resolution as the new auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and the Board is authorized to fix the remuneration of the auditors.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every ten (10) Existing Shares of HK$0.02 each in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.20 each in the issued and unissued share capital of the Company.

Conditions Precedent to the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation; and

• (ii) the Listing Committee granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

The Share Consolidation will become effective on the next business day immediately after the conditions of the Share Consolidation above are fulfilled.

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LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000.00 divided into 5,000,000,000 Shares of par value of HK$0.02 each, of which 3,762,925,000 Existing Shares had been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no Shares are issued or repurchased after the Latest Practicable Date and prior to the Share Consolidation becoming effective and that there is no fractional share arising from the Share Consolidation, the authorised share capital of the Company will be HK$100,000,000.00 divided into 500,000,000 Consolidated Shares of par value of HK$0.20 each, of which 376,292,500 Consolidated Shares will be in issue, which are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or result in any change in the relative rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company.

As at the Latest Practicable Date, save for the 5,000,000 Share Options granted under the Share Option Scheme entitling the holder thereof to subscribe for 5,000,000 Existing Shares, there were no outstanding options, warrants or securities convertible or exchangeable into Existing Shares or Consolidated Shares, as the case may be. The effect of the Share Consolidation on the Share Options is set out in the paragraph headed “Possible Adjustments to the Share Options” below.

Listing application

Application will be made to the Listing Committee of the Stock Exchange for granting approval for the listing of, and permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective. All necessary arrangements will be made for the Consolidated Shares to be admitted into the Central Clearing and Settlement System (“ CCASS ”) established and operated by Hong Kong Securities Clearing Company Limited (“ HKSCC ”).

No part of the equity or debt securities of the Company is listed or dealt in on any other exchanges other than the Stock Exchange and no such listing or permission to deal in is being currently proposed to be sought from any other stock exchange.

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LETTER FROM THE BOARD

Subject to the granting of approval for the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

As at the Latest Practicable Date, the Existing Shares were traded on the Stock Exchange in board lot size of 5,000 Existing Shares. Following the Share Consolidation, the Consolidated Shares will continue to be traded in board lots of 5,000 Consolidated Shares.

Based on the closing price of HK$0.033 per Existing Share (equivalent to HK$0.33 per Consolidated Share) as at the Latest Practicable Date, the value of each board lot of 5,000 Consolidated Shares, assuming that the Share Consolidation had already been effective, would be HK$1,650.00.

Reasons for the Share Consolidation

Under Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the trading price of the Shares, the Board proposed to implement the Share Consolidation. The Share Consolidation will also allow the value of each board lot to be increased to more than HK$2,000.00 and enable the Company to avoid non-compliance with the trading requirements under the GEM Listing Rules.

The Share Consolidation will also increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares. The trading price of the Shares dropped significantly from July 2016 to below HK$0.10. The trading price remains below HK$0.10 since then. The Directors consider that with a higher trading price of the Consolidated Shares at a level above HK$0.10 will show a more positive image of the Group. When making investment decision, the public will normally consider, among other factors, the price per Share. The Company considers that a higher trading price of the Consolidated Shares will provide more confidence to the public. With a higher trading price of the Consolidated Shares and the reduction of the transaction and handling costs as a proportion of the market value of each board lot, the Company believes that the Share Consolidation will make investing in Shares more attractive to a broader range of institutional and professional investors and other members of the investing public, and thus help to further broaden the shareholder base of the Company. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Possible adjustments to the Share Options

As a result of the Share Consolidation, the exercise price of the Share Options and the number of Shares comprised therein will be adjusted in accordance with the respective terms and conditions of the Share Option Scheme and the GEM Listing Rules..

Arrangement on odd lots trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Cinda International Securities Limited as an agent to provide, on a best effort basis, matching service for the sale and purchase of odd lots of Consolidated Shares arising from the Share Consolidation from 6 February 2017 to 24 February 2017 (both dates inclusive). Holders of odd lots of Consolidated Shares who wish to take advantage of this trading facility should contact Mr. Leung Siu Wa of Cinda International Securities Limited at 45/F., Cosco Tower, 183 Queen’s Road Central, Hong Kong (telephone number (852) 2235-7801) during office hours. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares will not be guaranteed. Any Shareholder, who is in doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

Exchange of Certificate for Consolidated Shares

Should the Share Consolidation become effective, which is currently expected to be Thursday, 19 January 2017, Shareholders may, during the period from Thursday, 19 January 2017 to Tuesday, 28 February 2017 (both days inclusive), submit the existing share certificates in the colour of blue for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong to exchange, at the expense of the Company, for new share certificates in the colour of red for the Consolidated Shares. Thereafter, the existing share certificates for the Shares will remain effective as documents of title and may be exchanged only on payment of a fee of HK$2.50 (or such higher amount as may from to time be specified by the Stock Exchange) per existing share certificate for the Shares cancelled or new share certificate for the Consolidated Shares issued (whichever is the higher) by Shareholders but are not acceptable for trading, settlement and registration upon the Share Consolidation becoming effective.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000.00 divided into 5,000,000,000 Existing Shares of par value of HK$0.02 each, of which 3,762,925,000 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no further Existing Shares were issued or repurchased after the Latest Practicable Date and prior to the Share Consolidation becoming effective, the authorised share capital of the Company shall become HK$100,000,000.00 divided into 500,000,000 Consolidated Shares of par value of HK$0.20 each, of which 376,292,500 Consolidated Shares, which are fully paid or credited as fully paid, will be in issue.

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LETTER FROM THE BOARD

In order to provide the Company with greater flexibility for future expansion in the share capital of the Company, the Board proposes that, subject to the Share Consolidation becoming effective, the authorised share capital of the Company be increased from HK$100,000,000.00 divided into 500,000,000 Consolidated Shares to HK$300,000,000.00 divided into 1,500,000,000 Consolidated Shares by the creation of additional 1,000,000,000 Consolidated Shares, which shall rank pari passu in all respects with the Consolidated Shares in issue.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM and the Share Consolidation becoming effective.

The Directors have no present intention of issuing any part of the proposed increased authorised share capital of the Company.

EGM

The notice of EGM is set out on pages 10 to 11 of this circular. At the EGM, resolutions will be proposed to approve (i) the appointment of auditors, (ii) the Share Consolidation and (iii) the Increase in Authorised Share Capital.

In order to ascertain the entitlements to attend the EGM, the register of members of the Company will be closed from Monday, 16 January 2017 to Wednesday, 18 January 2017 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, no later than 4:30 p.m. on Friday, 13 January 2017.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, 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 holding such meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they do wish. In such event, the form of proxy previously submitted shall deem to be revoked.

GEM LISTING RULES REQUIREMENT

According to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the EGM will be taken by way of poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that the proposed change of auditors, the proposed Share Consolidation and the proposed Increase in Authorised Share Capital is in the best interests of the Company and the Shareholders as a whole and therefore recommend you to vote in favour of the resolutions to be proposed at the EGM.

GENERAL

As at the Latest Practicable Date, none of the Directors, controlling Shareholder or their respective associates (as defined under the GEM Listing Rules) was interested in any business apart from the Group’s business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

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 document misleading.

Yours faithfully, For and on behalf of Phoenitron Holdings Limited Chang Wei Wen

Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Meeting ”) of the members of Phoenitron Holdings Limited (the “ Company ”) will be held at Unit 302, 3rd Floor, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on 18 January 2017 at 9:15 a.m. for the purpose of, among other matters, considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT Grant Thornton Hong Kong Limited be and is hereby appointed as the auditors of the Company to fill the vacancy occasioned by the resignation of BDO Limited, to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be and is hereby authorised to fix the remuneration of the auditors of the Company.”

2. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) with effect from the business day immediately following the day on which this resolution is passed:

3. (a) every ten (10) issued and unissued ordinary shares of HK$0.02 each in the share capital of the Company be consolidated into one (1) share of HK$0.20 each (the “ Consolidated Share(s) ”) in the share capital of the Company, (the “ Share Consolidation ”);

4. (b) all of the Consolidated Share(s) shall rank pari passu in all respects with each other and have the same rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;

5. (c) fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and

6. (d) any one or more of the director of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as he/she/they may consider necessary, desirable or expedient to complete, implement and give effect to any and all of the foregoing arrangements for the Share Consolidation.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT subject to and conditional upon (i) the passing of ordinary resolution no.2 set out in the notice convening the Meeting and (ii) the Share Consolidation becoming effective, the authorised share capital of the Company be increased from HK$100,000,000.00 divided into 500,000,000 Consolidated Shares to HK$300,000,000.00 divided into 1,500,000,000 Consolidated Shares by the creation of an additional 1,000,000,000 Consolidated Shares (the “ Increase in Authorised Share Capital ”) and any one or more of the directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of the Increase in Authorised Share Capital.”

By Order of the Board of Phoenitron Holdings Limited Chang Wei Wen Executive Director

Hong Kong, 21 December 2016

Principal Office: Registered Office: Unit 302, 3rd Floor, Cricket Square Seapower Centre Hutchins Drive 73 Lei Muk Road P.O. Box 2681 Kwai Chung Grand Cayman KY1-1111 New Territories Cayman Islands Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead and any member who is the holder of two or more shares in the Company is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting should you so wish. In such event, the form of proxy previously submitted shall deem to be revoked.

3. The register of members of the Company will be closed from Monday, 16 January 2017 to Wednesday, 18 January 2017, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for attending the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 13 January 2017.

4. As at the date of this notice, the Board comprises four executive Directors, Ms. Lily Wu (Chairman and Chief Executive Officer), Mr. Wang Jia Hua, Mr. Chang Wei Wen and Mr. Yang Meng Hsiu, and three independent non-executive Directors, Ms. Wong Ka Wai, Jeanne, Mr. Leung Ka Kui, Johnny and Mr. Chan Siu Wing, Raymond.

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