Times Universal Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Nov 19, 2012

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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(Incorporated in Hong Kong with limited liability)

(Stock Code: 2310)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Kwang Sung Electronics H.K. Co. Limited (the “Company”) will be held at 10:00 a.m. on 5 December 2012 at Conference Hall 03, 1/F., Core Building 1, Phase 1, No. 1 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company (with or without amendments):

ORDINARY RESOLUTIONS

1. “ THAT :

subject to the completion of the agreement dated 27 September 2012 (as amended and supplemented by a supplemental agreement dated 16 October 2012) entered into among Mr. Yang Jai Sung and Kwang Sung Electronics Co., Ltd. (collectively as vendors) and Ultra Harvest Limited (as purchaser) (the “Agreement”, a copy of which having been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification), the distribution in specie in the following manner (the “Distribution In Specie”) be and is hereby approved:

• (i) subject to (ii) below, the ordinary shares of HK$0.01 each (the “Privateco Shares”) in the capital of Jay Star Holdings Limited (the “Privateco”) held by the Company will be distributed to the shareholders of the Company (the “Shareholders”) whose names appear on the register of members of the Company as at the close of business of a record date (the “Record Date”) as determined by the directors of the Company (the “Directors”), which shall be a date falling before the date of completion of the Agreement, on a one-for-one basis (i.e. one Privateco Share for one share of the Company held by such Shareholders) by a distribution from the distributable reserves of the Company and the amount to be distributed will be equivalent to the net asset value of the Privateco and its subsidiaries taken as a whole; and

• (ii) the Directors be and are hereby authorised to do all such acts and things, to sign and execute (under the common seal of the Company, where necessary) all documents and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the Distribution In Specie or any of the transactions contemplated thereunder.”

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1. “ THAT:

• (a) the transactions contemplated under the framework supply agreement to be entered into between Kwang Sung Technology Holdings Co. Limited and Kwang Sung Holdings Co., Ltd. (the “Framework Supply Agreement”, a copy of which having been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification), pursuant to which the Company and its then subsidiaries upon completion of the proposed reorganisation of the Company and its subsidiaries will supply certain electronics components to Jay Star Holdings Limited and its subsidiaries; and

• (b) the directors of the Company be and are hereby authorised to do all such acts and things, to sign and execute (under the common seal of the Company, where necessary) all documents and to take such steps as they consider necessary, desirable or expedient to give effect to or in connection with the Framework Supply Agreement (including but not limited to entering into any supplemental or variation agreement thereto) or any of the transactions contemplated thereunder.”

By Order of the Board Kwang Sung Electronics H.K. Co. Limited HONG Sang Joon Executive Director

Hong Kong, 19 November 2012

Head Office and Principal Place of Business in Hong Kong: Units 208-209, 2/F. Bio-Informatics Centre No. 2 Science Park West Avenue Hong Kong Science Park Shatin, New Territories

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies (who must be individuals) to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. To be valid, this proxy form, 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, shall be deposited at Tricor Standard Limited, the Company’s share registrar and transfer office of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.

As at the date of this announcement, the Board comprises non-executive director Mr. YANG Ho Sung (Chairman); executive directors Mr. YANG Jai Sung, Mr. LEE Kyu Young and Mr. HONG Sang Joon; and independent non-executive directors Dr. KIM Chung Kweon, Dr. HAN Byung Joon and Mr. KIM Chan Su.

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