Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2017

Dec 5, 2017

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 You Champion Holdings 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 (the “ Stock Exchange ”) 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.

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited ( Formerly known as China Vanguard Group Limited )

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Wednesday, 20 December 2017 at 10:00 a.m. is set out on pages 7 to 10 of this circular. 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 Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at Level 22, 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 holding the EGM 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 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.

5 December 2017

* For identification purpose only

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
Defnitions..................................................................................................................................	1
Letter from the Board................................................................................................................	3
Notice of Extraordinary General Meeting...............................................................................	7

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DEFINITIONS

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

• “AGM” or “Annual General the annual general meeting of the Company held on Meeting” Thursday, 23 November 2017

• “Announcement” the announcement of the Company dated 1 December 2017

• “Articles of Association” the articles of associations of the Company (as amended from time to time), and “Article” shall mean an article thereof

• “Board”

the board of Directors

“Business Day” has the meaning ascribed to this term under the GEM Listing Rules

• “Company”

China Vanguard You Champion Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

• “Convertible Bonds” unlisted convertible bonds of the Company with a term of half year in the aggregate principal amount of HK$89,625,000

• “Director(s)”

the director(s) of the Company

“EGM” or “Extraordinary the extraordinary general meeting of the Company to be held at General Meeting” Units 307- 313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Wednesday, 20 December 2017 at 10:00 a.m., notice of which is set out in this circular

• “Extended Issuance Mandate”

the extended general mandate proposed to be granted to the Directors at the EGM to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate

• “GEM”

the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

• “General Mandates”

the Issuance Mandate and the Extended Issuance Mandate

• “Group”

the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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DEFINITIONS

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC “Issuance Mandate” as defined in paragraph 2 of the Letter from the Board

• “Latest Practicable Date” 1 December 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “PRC” People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Repurchase Mandate” the general mandate granted to the Directors at the 2017 AGM to repurchase an aggregate amount of up to 10% of the number of Shares in issue as at the date of the 2017 AGM

• “Share(s)” ordinary share(s) of HK$0.0125 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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LETTER FROM THE BOARD

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited

( Formerly known as China Vanguard Group Limited )

Executive Directors:

Madam CHEUNG Kwai Lan (Chairperson) Mr. CHAN Ting (Deputy Chairperson and Chief Executive Officer)

Non-executive Director: Mr. CHAN Tung Mei

Independent Non-executive Director: Mr. YANG Qing Cai

Registered office: P.O. Box 10008, Willow House Cricket Square Grand Cayman KY1-1001 Cayman Islands

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

5 December 2017

To the Shareholders and,

for information only, the Convertible Bonds holders

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 23 November 2017 announcing, among other matters, the poll results of the AGM. The following resolutions had been proposed but were not passed by the Shareholders by way of poll at the AGM:

* For identification purpose only

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LETTER FROM THE BOARD

• (1) To grant a general mandate to the Directors to issue, allot and otherwise deal with the shares of the Company.

• (2) To add the total number of the shares repurchased by the Company to the mandate granted to the Directors under the proposed resolution set out in sub-paragraph (1) above.

By the Announcement, the Board announced its intention to convene the EGM at which resolutions will be proposed for the Shareholders to approve the grant of the General Mandates.

The purpose of this circular is to provide Shareholders with information relating to the resolutions to be proposed at the EGM for (i) granting the General Mandates; and (ii) the notice of the EGM.

2. GENERAL MANDATES TO ISSUE SHARES

At the EGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the Issuance Mandate) to allot, issue and deal with the unissued Shares or underlying Shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the issue and allotment of Shares in lieu of whole or part of the dividends on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares, which might require the exercise of such power, of up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting the Issuance Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the Issuance Mandate (i.e. the Extended Issuance Mandate) authorizing the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the Company has an aggregate of 3,290,855,068 Shares in issue. Subject to the passing of the resolution for granting the Issuance Mandate, and on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Directors would be authorized to allot, issue and deal with a maximum of 658,171,013 new Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The General Mandates shall continue to be in force during the period from the date of passing of the resolutions for granting the Issuance Mandate (including the Extended Issuance Mandate) up to (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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any applicable laws to be held; or (iii) the revocation or variation of the General Mandates by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

3. REASONS FOR THE GRANT OF GENERAL MANDATES

The principal activities of the Group are (i) provision of lottery-related services and (ii) provision of others services (including catering services, consulting services and provision of internet plus solution services).

As the grant of the General Mandates will empower the Directors to issue new Shares of up to 20% of the total number of issued Shares and provide the Company with the flexibility and ability to capture any appropriate capital raising or business opportunities which may arise in a timely manner, the Directors consider that the grant of the General Mandates is in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has not yet formulated any concrete plan for raising capital by issuing new Shares under the General Mandates.

4. LISTING RULES IMPLICATIONS

Pursuant to the GEM Listing Rules 17.39, the Directors shall obtain the consent from Shareholders in general meeting prior to allotting, issuing or granting Shares, securities convertible into Shares or options or warrants or similar rights to subscribe for any Shares or such convertible securities.

5. EXTRAORDINARY GENERAL MEETING

The resolutions to be proposed at the EGM are set out in full in the notice of the EGM on pages 7 to 10 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

If you intend to appoint a proxy to attend the EGM, you are requested to complete the form of proxy and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting (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 EGM or any adjournments thereof if you so wish and in such event, the proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the 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. Therefore, all resolutions set out in the notice of the EGM will be voted by way of poll at the EGM. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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. RECOMMENDATIONS

The Directors consider the proposed grant of the General Mandates 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 relevant resolutions to be proposed at the EGM.

Yours faithfully

For and on behalf of the Board of CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED

眾彩羽翔股份有限公司 * CHAN Ting Executive Director

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

眾彩羽翔股份有限公司 China Vanguard You Champion Holdings Limited

( Formerly known as China Vanguard Group Limited )

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Vanguard You Champion Holdings Limited (the “ Company ”) will be held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Wednesday, 20 December 2017 at 10:00 a.m. for the purpose of considering, and if thought fit, passing the following resolutions with or without amendments:

ORDINARY RESOLUTIONS:

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.0125 each in the share capital of the Company (each a “ Share ”) and to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares, which might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the issue and allotment of Shares in lieu of the whole or part of the dividends on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares 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, shall not exceed the aggregate of:

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (i) 20 per cent. of the total number of Shares of the Company in issue on the date of the passing of this resolution; and

• (ii) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the total number of any Shares repurchased by the Company since the date of passing this resolution (up to a maximum number equivalent to 10 per cent. of the total number of Shares in issue as at the date of the resolution granting the Repurchase Mandate),

and the authority pursuant to paragraph (a) of this resolution 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:

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

• (b) 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, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Companies Law ”) or any other applicable laws to be held; or

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

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).”

“ Repurchase Mandate ” means the general mandate granted to the Directors at the annual general meeting of the Company held on 23 November 2017 to repurchase an aggregate amount of up to 10% of the numbers of Shares in issue as at the date of such annual general meeting.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

2. “ THAT :

• (a) conditional upon the passing of the resolution numbered 1 above, the general mandate granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with the Shares pursuant to the resolution numbered 1 above be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to the Repurchase Mandate (as defined below), provided that such amount shall not exceed 10% of the number of the Shares in issue as at the date of granting the Repurchase Mandate;

• (b) for the purposes of this resolution:

“ Repurchase Mandate ” means the general mandate granted to the Directors at the annual general meeting of the Company held on 23 November 2017 to repurchase an aggregate amount of up to 10% of the number of Shares in issue as at the date of such annual general meeting.”

By order of the Board **CHINA VANGUARD YOU CHAMPION HOLDINGS LIMITED ***

眾彩羽翔股份有限公司 CHAN Ting Executive Director

Hong Kong, 5 December 2017

Registered office: Head office and principal place of P.O. Box 10008, business in Hong Kong: Willow House Units 307-313, 3/F, Wireless Centre Cricket Square Phase One Hong Kong Science Park Grand Cayman KY1-1001 Pak Shek Kok, New Territories 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.

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return 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.

2. In the case of joint holders of any Shares, if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the vote(s) of other joint holder(s).

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