Sinopharm Tech Holdings Limited — Proxy Solicitation & Information Statement 2017

Jul 28, 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 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 CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening 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 Monday, 14 August 2017 at 10:30 a.m. is set out on pages 6 to 7 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 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.

28 July 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................................................................................................................	2
Notice of EGM............................................................................................................................	6

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DEFINITIONS

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

“Board” the board of Directors of the Company “Company” China Vanguard Group Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM “Director(s)” the director(s) of the Company “Extraordinary General the extraordinary general meeting of the Company to be Meeting” or “EGM” convened and held to consider, and if thought fit, to approve the Proposed Change of Company Name “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 “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “PRC” The People’s Republic of China excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan for the purpose of this circular

“Proposed Change of The proposed change of the English name of the Company Company Name” from “China Vanguard Group Limited” to “China Vanguard You Champion Holdings Limited” and the adoption of the dual foreign name in Chinese of the Company “眾彩羽翔股份有限 公司” to replace its existing Chinese name “眾彩科技股份有 限公司” which had been used for identification purpose only “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

If there is any inconsistency in this circular between the Chinese and English versions, then English version shall prevail.

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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 Chairperson and Chief Executive Officer)

Non-executive Director: Mr. CHAN Tung Mei

Independent Non-executive Directors: Mr. TO Yan Ming Edmond Mr. YANG Qing Cai Dr. LIU Ta-pei

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

28 July 2017

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made the announcement of the Company dated 5 July 2017, in relation to the Proposed Change of Company Name. The purpose of this circular is to provide you with, among other matters, further information regarding the special resolution to consider and approve the Proposed Change of Company Name; and to give a notice of EGM, which is set out on pages 6 and 7 of this circular.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “China Vanguard Group Limited” to “China Vanguard You Champion Holdings Limited” and to adopt the dual foreign name in Chinese of the Company “眾彩羽翔股份有限公司” to replace its existing Chinese name “眾彩科 技股份有限公司” which had been used for identification purpose only.

* For identification purpose only

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LETTER FROM THE BOARD

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders of the Company at the EGM approving the Proposed Change of Company Name; and

• (ii) the Registrar of Companies in the Cayman Islands granting approval for the use by the Company of the Proposed Change of Company Name.

Subject to the satisfaction of all the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board considers that the Proposed Change of Company Name will better reflect the Company’s strategic business plan and its direction of future development. The Board believes that the proposed new names can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and Shareholders as a whole.

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and/or its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of legal title to the Shares of the Company and will remain to be valid for trading settlement and registration purposes.

Accordingly, there will not be any arrangement for free exchange of existing share certificates of the Company in issue for new share certificates under the Company’s new name.

In addition, upon the Proposed Change of Company Name becoming effective, the Company intends to change the stock short name of the Company for trading of the Shares on the Stock Exchange correspondingly and new share certificates of the Company will be issued only in the new name of the Company.

Further announcement(s) will be made by the Company in relation to the results of the EGM, the effective date of the Proposed Change of Company Name and the new stock short names of the Company for trading on the Stock Exchange as and when appropriate.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The EGM will be convened and held at Units 307-313, 3/F, Wireless Centre, Phase One Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Monday, 14 August 2017, at 10:30 a.m.. The notice convening the EGM for the purpose of considering and, if thought fit, passing the special resolution to approve the Proposed Change of Company Name is set out on pages 6 to 7 of this circular.

In order to determine the Shareholders who are entitled to attend and vote at the EGM, the Register of Members of the Company will be closed from Thursday, 10 August 2017 to Monday, 14 August 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all properly completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 9 August 2017.

A form of proxy for us at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form for the EGM in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, 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 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 instrument appointing the proxy shall be deemed to be revoked.

To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the special resolution to be proposed at the EGM to approve the Proposed Change of Company Name.

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 EGM will be voted by way of poll at the EGM. The Company will announce the results of poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name 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 special resolution at the EGM to approve the Proposed Change of Company Name.

Yours faithfully, By Order of the Board CHINA VANGUARD GROUP LIMITED

眾彩科技股份有限公司

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CHAN Ting

Executive Director and Chief Executive Officer

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NOTICE OF EGM

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(Incorporated in the Cayman Islands with limited liability)
Stock Code: 8156
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NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the China Vanguard Group 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 Monday, 14 August, 2017 at 10:30 a.m., for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands, the English name of the Company be changed from “China Vanguard Group Limited” to “China Vanguard You Champion Holdings Limited” and the dual foreign name in Chinese of the Company “眾彩羽翔股份有限公司” be adopted to replace its existing Chinese name “眾彩科技股 份有限公司” which had been used for identification purpose only, and the directors or the secretary of the Company be and are hereby authorized to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board CHINA VANGUARD GROUP LIMITED 眾彩科技股份有限公司 * CHAN Ting Executive Director and Chief Executive Officer

Hong Kong, 28 July 2017

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

* For identification purpose only

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NOTICE OF EGM

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 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 the holding of the EGM or any adjournment thereof. 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.

3. The Register of Members of the Company will be closed from Thursday, 10 August 2017 to Monday, 14 August 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the shareholders who are entitled to attend and vote at the above meeting, all properly completed transfer documents accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 9 August 2017.

4. 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.

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