Shanghai XNG Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 8, 2016

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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Xiao Nan Guo Restaurants Holdings Limited 小南國餐飲控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3666)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Xiao Nan Guo Restaurants Holdings Limited (the “ Company ”) will be held at level 3, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong on Wednesday, 24 August 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the sale and purchase agreement dated 7 June 2016 (the “ Agreement ”) entered into between Moonlight Vista Limited (the “ Purchaser ”), a wholly-owned subsidiary of the Company, Asia Global Develop Limited (the “ First Vendor ”), Jade Investments Ventures Limited (the “ Second Vendor ”) and Markland (Hong Kong) Planning Limited (the “ Third Vendor ”, together with the First Vendor and the Second Vendor, the “ Vendors ”), a copy of which is tabled at the meeting and marked “A” and initialized by the chairman of the meeting for identification purposes, pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell an aggregate of 141,914,880 ordinary shares of Wowo Limited, representing approximately 9.82% of the issued share capital of Wowo Limited, for an aggregate consideration of HK$368,396,837 be and is hereby approved, confirmed and ratified; and

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• (b) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his/her opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the transactions contemplated hereunder.”

By order of the Board Xiao Nan Guo Restaurants Holdings Limited Wang Huimin

Chairlady and Chief Executive Officer

Hong Kong, 9 August 2016

Notes:

1. The above resolution at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) 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. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. In order to be valid, the 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 deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Service Ltd., at 17M, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall 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.

4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from 22 August 2016 to 24 August 2016, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Service Ltd., at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 19 August 2016.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this announcement, the executive directors of the Company are Ms. WANG Huimin, Ms. WU Wen and Ms. ZHU Xiaoxia; the non-executive directors of the Company are Ms. WANG Huili, Mr. WENG Xiangwei and Mr. WANG Hairong; and the independent non-executive directors of the Company are Dr. WU Chun Wah, Mr. LUI Wai Ming and Mr. LIN Lijun.

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