Richly Field China Development Limited — Proxy Solicitation & Information Statement 2018

Jun 29, 2018

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.

SUPERACTIVE GROUP COMPANY LIMITED 先機企業集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of Superactive Group Company Limited (the “ Company ” and with its subsidiaries, the “ Group ”) will be held at Meeting Room of Room 1203, 12/F., China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 17 July 2018 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

• (a) the conditional sale and purchase agreement (the “ SPA ”) dated 27 April 2018 and entered into between the Company as seller and TheOne Company Limited as buyer in relation to the sale and purchase of (i) one share in the issued share capital of Rise Up International Limited (“ Rise Up ”), representing the entire issued share capital of Rise Up; and (ii) the amount owed by Rise Up to the Company as at the date of completion of the SPA at a total consideration of HK$214,000,000 (a copy of the SPA has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved and confirmed; and

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• (b) any one of more the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the SPA and the transactions contemplated thereunder.”

Your faithfully For and on behalf of the Board Superactive Group Company Limited Yeung So Lai Chairman

Hong Kong, 29 June, 2018

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of appointment of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. For determining the entitlement to attend and vote at the SGM, the register of members will be closed from 12 July 2018 to 17 July 2018, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 11 July 2018.

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

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1. All resolutions at the meeting will be taken by poll pursuant to the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) and the results of the poll voting will be published on the websites of the Stock Exchange and the Company respectively in accordance with the Listing Rules.

2. If typhoon signal No.8 or above, or “black” rainstorm warning is in effect any time after 8:00 a.m. and before the above meeting time, the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s websites (www.superactive.com.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

3. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this announcement, the executive Directors are Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar; and the independent non-executive Directors are Mr. Chiu Sze Wai Wilfred, Mr. Chow Wai Leung William and Ms. Hu Gin Ing.

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