SuperRobotics Limited — Proxy Solicitation & Information Statement 2014

Apr 4, 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 EDS Wellness 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 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.

This circular, for which the directors of the Company (the ‘‘Directors’’) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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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EDS Wellness Holdings Limited
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EDS Wellness Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8176)

APPOINTMENT MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at 3/F., Woo Sing Kee Industrial Building, 138 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 30 April 2014 at 11: 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. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

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 of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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. In such event, the form of proxy will be deemed to have been revoked.

7 April 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appointment Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reason for the Appointment Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
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:

• ‘‘Appointment the authorisation to be granted by the Shareholders to the Board Mandate’’ pursuant to a resolution to be proposed at the EGM, under which the maximum number Directors of the Board will be determined and the Board will be authorised to fill vacancies and appoint such additional Directors up to the maximum number so determined

• ‘‘Board’’ the board of Directors

• ‘‘Bye-laws’’ the bye-laws conditionally adopted by the Company pursuant to the Shareholders’ resolution passed on 28 February 2013 to be effective on the date that the memorandum of continuance is registered by the Registrar of Companies in Bermuda

• ‘‘Change of Domicile’’ the proposed change of the domicile of the Company from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda

• ‘‘Company’’ EDS Wellness Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM board of the Stock Exchange

• ‘‘Directors’’ the directors of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company convened to be held on Wednesday, 30 April 2014 at 11: 30 a.m. to consider and, if thought fit, approve the proposed grant of the Appointment Mandate

• ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM

• ‘‘Group’’ the Company and all of its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Latest Practicable 3 April 2014, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Share Registrar’’ Tricor Secretaries Limited, being the branch share registrar and transfer office of the Company in Hong Kong, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (or other share registrar as the Company may from time to time appoint)

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DEFINITIONS

‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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EDS Wellness Holdings Limited
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EDS Wellness Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8176)

Executive Directors:

Mr. Yu Zhen Hua Johnny (Chairman) Mr. Wang Xiaofei (Mr. Lee Chan Wah as alternate) Mr. Wang Shangzhong Mr. Lee Chan Wah

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

Non-executive Director:

Mr. Du Juanhong

Independent non-executive Directors: Mr. Tam B Ray Billy Mr. Chu Kin Wang Peleus Mr. Tse Joseph

Head office and principal place of business in Hong Kong: 19/F., Prosperity Tower No. 39 Queen’s Road Central Central, Hong Kong

7 April 2014

To the Shareholders

Dear Sir or Madam,

APPOINTMENT MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the circular of the Company dated 24 January 2013 in relation to, among other matters, the Change of Domicile, and the extraordinary general meeting of the Company held on 28 February 2013, on which shareholders’ resolutions were passed to approve the proposed Change of Domicile and to conditionally adopt the Bye-laws, which will become effective on the date that the memorandum of continuance is registered by the Registrar of Companies in Bermuda and upon the Bye-laws becomes effective, it shall replace the existing articles of association of the Company.

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LETTER FROM THE BOARD

APPOINTMENT MANDATE

Subsequent to the extraordinary general meeting of the Company held on 28 February 2013, the Company was advised by the Bermuda legal advisers for the Company that under the applicable laws of Bermuda, where a maximum number of Directors has been determined by the Shareholders, and the Shareholders have authorised the Board to appoint additional Directors, then the Board will have the authority to appoint a person as an addition to the Board.

The Bye-laws also states that the power of the Board to appoint any person as an addition to the existing Board is subject to the authorisation by the Shareholders in general meeting. As such, upon the continuance of the Company into Bermuda as an exempted company under the laws of Bermuda, the Board may only appoint additional director(s) where the maximum number of Directors has been determined by the Shareholders and the Shareholders have authorised the Board to appoint such additional directors up to the maximum number determined from time to time by the Shareholders in general meeting.

The Board proposed to seek Shareholders’ approval to the proposed grant of the Appointment Mandate.

REASON FOR THE APPOINTMENT MANDATE

The Group is principally engaged in the development, distribution and marketing of personal care treatment and products. The Target Company is principally engaged in the provision of therapy services, sales of beauty products and provision of consultancy services.

In light of the abovementioned requirements under the laws of Bermuda and to provide flexibility to the Board to cope with any possible needs to appoint additional Directors in future for the developmental needs of the business of the Group, the Board proposed to seek for Shareholders’ approval of the proposed grant of the Appointment Mandate.

EGM

A notice convening the EGM to be held at 3/F., Woo Sing Kee Industrial Building, 138 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on 30 April 2014 at 11: 30 a.m. is set out on pages 6 to 7 of this circular. Ordinary resolution will be proposed at the EGM to approve the proposed grant of the Appointment Mandate.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. 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 Share Registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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

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LETTER FROM THE BOARD

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. In such event, the form of proxy will be deemed to have been revoked.

The resolution proposed to be approved at the EGM will be taken by poll in accordance with the GEM Listing Rules and an announcement will be made by the Company after the EGM on the results of the EGM.

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.

RECOMMENDATION

The Directors consider the proposed grant of the Appointment Mandate 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 resolution to be proposed at the EGM.

GENERAL

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board EDS Wellness Holdings Limited Yu Zhen Hua Johnny Chairman

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NOTICE OF EGM

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EDS Wellness Holdings Limited
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EDS Wellness Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8176)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of EDS Wellness Holdings Limited (the ‘‘Company’’) will be held at 3/F., Woo Sing Kee Industrial Building, 138 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong, Hong Kong on Wednesday, 30 April 2014 at 11: 30 a.m. for the purposes of considering and, if thought fit, passing the following resolution, with or without amendments, as resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT conditional upon the continuance of the Company into Bermuda as an exempted company under the laws of Bermuda, the maximum number of the directors of the Company (the ‘‘Directors’’) shall, for the time being, be fixed at 20 and the Directors be and are hereby authorised to fill any vacancies on the board of Directors and to appoint additional Directors up to the maximum number determined herein or such other maximum number as may be determined from time to time by members of the Company in general meeting and to appoint alternate Directors at their discretion and that the Directors be and are hereby authorised to undertake all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with this resolution.’’

By order of the Board EDS Wellness Holdings Limited Yu Zhen Hua Johnny Chairman

Hong Kong, 7 April 2014

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

Head office and principal place of business in Hong Kong: 19/F., Prosperity Tower No. 39 Queen’s Road Central Central, Hong Kong

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NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. 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.

2. In order to be valid, the form of proxy must be deposited together with a 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 offices of 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 less than 48 hours before the time for holding the annual general meeting 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 annual general meeting or any adjournment thereof, should he so wish. In such event, the form of proxy will be deemed to have been revoked.

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