Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2014

Nov 27, 2014

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Vanguard Group Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities 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.

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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8156)
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PROPOSED SHARE SUBDIVISION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Units 307-313, 3/ F., Wireless Centre, Hong Kong Science Park Phase One, Pak Shek Kok, Hong Kong on Tuesday, 16 December 2014 at 10:30 a.m. is set out on pages 10 to 11 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at or after 7:30 a.m. on Tuesday, 16 December 2014 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on Tuesday, 16 December 2014 that either of the above mentioned warnings is to be issued within the next two hours, the extraordinary general meeting shall automatically be postponed to the next Business Day on which no “black” rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 10:30 a.m. and in such case the extraordinary general meeting shall be held at 10:30 a.m. on that Business Day at Units 307-313, 3/F., Wireless Centre, Hong Kong Science Park Phase One, Pak Shek Kok, Hong Kong.

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

This circular will remain on the “Latest Company Announcements” page of the GEM website at http:// www.hkgem.com for a minimum period of 7 days from the date of its posting and on the website of the Company at http://www.cvg.com.hk.

• for identification purpose only

27 November 2014

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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

— ii —

EXPECTED TIMETABLE

The expected timetable relating to the Share Subdivision and the associated trading arrangements are as follows:

Event

Date and Time (Hong Kong time)

Latest time for lodging forms of

proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. Sunday, 14 December 2014

Expected date and time of the EGM . . . . . . . . 10:30 a.m. on Tuesday, 16 December 2014

Publication of the announcement of

the voting result of the EGM in respect of the approval of the Share Subdivision . . . . . . . . . . . . . . . . Tuesday, 16 December 2014

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision

Effective date of the Share Subdivision . . . . . . . . . . . . . . . Wednesday, 17 December 2014

Free exchange of Existing Share Certificates

for the New Share Certificates

for the Subdivided Shares commences . . . . . . . . . . . . . . Wednesday, 17 December 2014

Dealing in Subdivided Shares commences . . 9:00 a.m. on Wednesday, 17 December 2014

Original counter for trading in existing Shares in board lot size of 5,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 17 December 2014

Temporary counter for trading in

Subdivided Shares in board lot size of

20,000 Subdivided Shares (in the form of

Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 17 December 2014

Original counter for trading in Subdivided Shares in board lot size of 5,000 Subdivided Shares

(in the form of New Share Certificates) re-opens . . . . . . . . . . . . . 9:00 a.m. on Monday,

5 January 2015

— 1 —

EXPECTED TIMETABLE

Parallel trading in the Shares and Subdivided Shares

• (in the form of Existing Share Certificates and

New Share Certificates) commences . . . . . . . . . . . . . . . . . . . . Monday, 5 January 2015

Temporary counter for trading Subdivided Shares in

board lot size of 20,000 Subdivided Shares

• (in the form of Existing Share Certificates) closes . . . . . . . . . . . . . 4:00 p.m. on Friday,

23 January 2015

Parallel trading in the Shares and Subdivided Shares

• (in the form of Existing Share Certificates and

New Share Certificates) ends . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 January 2015

Free exchange of Existing Share Certificates for the New Share Certificates for the Subdivided Shares ends . . . . . Tuesday, 27 January 2015

Further announcement will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Subdivision and the associated trading arrangements.

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DEFINITIONS

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

“Board”	the board of Directors;
“Company”	China Vanguard Group Limited, a company incorporated
	in Cayman Islands; the shares of which are listed on the
	GEM of the Stock Exchange (stock code: 08156);
“Directors”	the directors of the Company from time to time;
“EGM”	an extraordinary general meeting of the Company
	proposed to be convened and held for the Shareholders
	to consider and, if thought fit, approve the Share
	Subdivision;
“Existing Share Certificate(s)”	existing form of certificate(s) of the Shares;
“GEM”	the Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”	The Rules Governing the Listing of Securities on the
	GEM;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	25 November 2014, being the latest practicable date
	prior to the printing of this circular for the purpose of
	ascertaining certain information contained in this circular;
“New Share Certificate(s)”	form of certificate(s) of the Subdivided Shares;
“Share(s)”	ordinary share(s) of nominal value of HK$0.05 each in
	the share capital of the Company;
“Shareholder(s)”	the holder(s) of the Share(s) or the Subdivided Share(s)
	of the Company, as the case may be;
“Share Subdivision”	the proposed subdivision of each issued and unissued
	Share into four (4) Subdivided Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subdivided Share(s)”	ordinary share(s) of HK$0.0125 each in the issued and
	unissued share capital of the Company upon the Share
	Subdivision becoming effective.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8156)

Executive Directors:

Madam Cheung Kwai Lan (Chairperson) Mr. Chan Ting (Deputy Chairman and CEO)

Non-Executive Director:

Mr. Chan Tung Mei

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

Independent Non-Executive Directors:

Mr. Zhang Xiu Fu Mr. Yang Qing Cai Mr. To Yan Ming Edmond

Head office and principal place of business in Hong Kong: Units 307-313, 3/F, Wireless Centre Hong Kong Science Park Phase One Pak Shek Kok, Hong Kong

27 November 2014

To the Shareholders of the Company,

Dear Sir/Madam,

PROPOSED SHARE SUBDIVISION AND NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 6 November 2014 in which the Board proposed to subdivide one (1) existing issued and unissued Shares of HK$0.050 each in share capital of the Company into four (4) Subdivided Shares of HK$0.0125 each.

The purpose of this circular is to provide you with information regarding the Share Subdivision and to give you a notice of EGM at which resolution will be proposed to consider and, if thought fit, approve, among other things, the Share Subdivision.

• for identification purpose only

— 4 —

LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

The Board proposes that each of the existing issued and unissued Shares of HK$0.050 each in share capital of the Company be subdivided into four (4) Subdivided Shares of HK$0.0125 each. The Share Subdivision will become effective upon the fulfillment of the conditions set out in paragraph headed “Conditions of the Share Subdivision” below.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$200,000,000 divided into 4,000,000,000 Shares of HK$0.0500 each, of which 804,301,767 Shares are in issue and fully paid. Immediately upon the Share Subdivision becoming effective, the authorized share capital of the Company will be HK$200,000,000 divided into 16,000,000,000 Subdivided Shares of HK$0.0125 each, of which 3,217,207,068 Subdivided Shares will be in issue and fully paid, assuming that no further Shares will be issued or repurchased after the Latest Practicable Date and prior to the Share Subdivision becoming effective.

The Subdivided Shares will rank pari passu with each other in all respects and the Share Subdivision will not result in any changes in the relative rights of the Shareholders.

The Shares are currently traded in board lot size of 5,000 Shares. Upon the Share Subdivision becoming effective, the board lot size of the Subdivided Shares for trading on the Stock Exchange will remain as 5,000 Subdivided Shares.

As at the Latest Practicable Date, the Company has (i) 59,827,000 outstanding share options (the “Share Options”) entitling the holders thereof to subscribe for a total of 59,827,000 Shares at various exercise prices ranging from HK$1.752 per Share to HK$3.806 per Share (subject to adjustments, if any); and (ii) convertible bonds (the “Convertible Bonds”) with the principal amount of approximately HK$89,625,000 entitling the holders thereof to convert for a total of 37,500,000 Shares at the initial conversion price of HK$2.39 per Share (subject to adjustments).

Under the relevant terms and conditions of the Share Options and the Convertible Bonds, the Share Subdivision may lead to adjustments to the exercise price and/or the number of Shares falling to be issued upon the exercise of the Share Options and the conversion rights of the Convertible Bonds. The Company will inform the holders of the Share Options and/or the Convertible Bonds of such adjustments by announcement, as and when appropriate.

Save as the Share Options and the Convertible Bonds, the Company does not have any options outstanding under any share option schemes of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

— 5 —

LETTER FROM THE BOARD

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the EGM approving the Share Subdivision;

• (b) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Subdivided Shares; and

• (c) the compliance with the relevant legal procedures and requirements under the GEM Listing Rules and the laws of Cayman Islands (if any) to effect the Share Subdivision.

LISTING AND DEALING

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision.

The Subdivided Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided 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 Subdivided 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.

No part of the securities of the Company is listed or dealt in, nor is listing or permission to deal in the securities of the Company being proposed to be sought, on any other stock exchange.

— 6 —

LETTER FROM THE BOARD

REASONS FOR THE PROPOSED SHARE SUBDIVISION

The Share Subdivision will decrease the nominal value of, and increase the total number of Shares in issue. The Share Subdivision will result in downward adjustment to the trading price of the Shares. The Board believes that the Share Subdivision will decrease the trading spread and improve the liquidity in trading of the Company’s Subdivided Shares and thereby would attract more investors and widen the Shareholder base.

Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Subdivision, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Group or the shareholdings, rights and interests of the Shareholders. The Board considers that the Share Subdivision is in the interests of the Company and the Shareholders as a whole.

FREE EXCHANGE OF SHARE CERTIFICATES

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Friday, 23 January 2015 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for four (4) Subdivided Shares.

The Existing Share Certificates will be exchanged free of charge for the New Share Certificates for Subdivided Shares between 9:00 a.m. and 4:00 p.m. on any business day from Wednesday, 17 December 2014 to Tuesday, 27 January 2015 (both dates inclusive) at the Company’s Hong Kong share registrar, Tricor Standard Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. After the expiry of such period, Existing Share Certificates will be accepted for exchange only on payment of HK$2.50 (of such higher amount as may from time to time be specified by the Stock Exchange) for each Existing Share Certificates cancelled or New Share Certificates issued (whichever number of share certificates involved is higher). It is expected that the New Share Certificates will be available for collection within 10 business days after the submission of the Existing Share Certificates for exchange.

— 7 —

LETTER FROM THE BOARD

EGM

The notice convening the EGM to be held at Units 307 – 313, 3/F, Wireless Centre, Hong Kong Science Park Phase One, Pak Shek Kok, Hong Kong on Tuesday, 16 December 2014 at 10:30 a.m. is set out on pages 10 to 11 of this circular. The resolution will be proposed to consider and, if thought fit, among other things, approve the Share Subdivision. To the best of the Director’s knowledge, information and relief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

The resolution proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the poll results of the EGM.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, controlling shareholders and their respective associates as defined under the GEM Listing Rules is interested in any business which competes or is likely to compete, directly or indirectly, with the business of the Group.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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, information contained in this circular is accurate and complete in all material respects and not misleading and deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolution is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board,

CHINA VANGUARD GROUP LIMITED 眾彩科技股份有限公司 *

CHAN Ting

Chief Executive Officer and Executive Director

• for identification purpose only

— 9 —

NOTICE OF EGM

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8156)

NOTICE OF EXTRAORDINARY GENERAL MEETING (“EGM”)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Vanguard Group Limited (the “ Company ”) will be held at Units 307-313, 3/F., Wireless Centre, Hong Kong Science Park Phase One, Pak Shek Kok, Hong Kong on Tuesday, 16 December 2014 at 10:30 a.m. (if there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force on Tuesday, 16 December 2014, the provisions contained in Note 4 below shall be applicable), for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT :

subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Subdivided Shares (as defined below) in issue or to be issued (the “ Share Subdivision ”):

• a. with effect from the day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, each of the existing issued and unissued Shares of HK$0.050 each in share capital of the Company be subdivided into four (4) Subdivided Shares of HK$0.0125 each. The Subdivided Shares will rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company; and

• b. the directors of the Company (the “Directors”) be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Subdivision.”

Yours faithfully

For and on behalf of the Board of

China Vanguard Group Limited 眾彩科技股份有限公司 *

Chan Ting

Chief Executive Officer and Executive Director

Hong Kong, 27 November 2014

• for identification purpose only

— 10 —

NOTICE OF EGM

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Units 307-313, 3/F., Wireless Centre P.O. Box 2681 Hong Kong Science Park Phase One Grand Cayman KY1-1111 Pak Shek Kok Cayman Islands Hong Kong

Notes:

1. A shareholder of the Company entitled to attend and vote at the EGM (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A form of proxy for use at the EGM is enclosed.

2. In order to be valid, this 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 or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish and in such event, the proxy shall be deemed to be revoked.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such shares.

4. If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force at or after 7:30 a.m. on Tuesday, 16 December 2014 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on Tuesday, 16 December 2014 that either of the above mentioned warnings is to be issued within the next two hours, the EGM shall automatically be postponed to the next Business Day on which no “black” rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 10:30 a.m. and in such case the EGM shall be held at 10:30 a.m. on that Business Day at Units 307-313, 3/F, Wireless Centre, Hong Kong Science Park Phase One, Pak Shek Kok, Hong Kong. “Business Day”, in this context, shall mean a day (not being a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are open for general banking business.

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