Unitas Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 5, 2013

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chanceton Financial Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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 Chanceton Financial Group Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Chanceton Financial Group Limited. The directors of Chanceton Financial Group Limited, 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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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

PROPOSED BONUS ISSUE OF SHARES;

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Chanceton Financial Group Limited to be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong on Tuesday, 23 April 2013 at 9:30 a.m. is set out on pages 9 to 10 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (www.hkgem.com) and the Company (www.chanceton. com).

Whether or not you are able to attend the extraordinary general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

This circular will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of publication.

5 April 2013

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 Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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EXPECTED TIMETABLE

The expected timetable for the Bonus Issue is set out below:

Date

(2013) Despatch of circular and notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 April Latest time lodging form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Sunday, 21 April Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 23 April Announcement of poll results of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 23 April Last date of dealing in Shares cum-entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 24 April First date of dealing in Shares ex-entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 25 April Latest time for holders of Convertible Bonds to lodge the Convertible Bonds exercise form for the respective Shares in order to qualify for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 26 April Latest time for lodging transfer forms of Shares to qualify for entitlement to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 26 April Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 April to Tuesday, 30 April, (both days inclusive) Record Date for determination of entitlement to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 30 April Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 May Despatch of certificates for the Bonus Shares . . . . . . . . . . . . . . . . . . on or before Wednesday, 8 May Commencement of dealings in the Bonus Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 9 May

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DEFINITIONS

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

an annual general meeting of the Company was held on 31 July 2012

• “2012 AGM” an annual general meeting of the Company was held on 31 July 2012

• “Acquisition” the acquisition of 20% of Revenue Synthesis Limited, details of which are set out in the announcement of the company dated 24 August 2012

• “Articles of Association” the articles of association of the Company

• “associate(s)” has the meaning ascribed thereto under the GEM Listing Rules

• “Board” board of Directors

• “Bonus Issue” the proposed allotment and issue of Bonus Shares on the basis of three Bonus Shares for every one existing Share held by the Qualifying Shareholders

• “Bonus Share(s)” new Share(s) proposed to be issued by way of the Bonus Issue

• “Business Day” any day (other than a Saturday or Sunday or public holidays) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “Convertible Bond(s)” the convertible bond(s) in the aggregate principle amount of HK$187,500,000 to be issued by the Company in relation to the Acquisition to the vendor of the Acquisition. Details of which was disclosed in the announcement dated 24 August 2012

• “Company” Chanceton Financial Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM

• “connected persons” has the meaning ascribed thereto in the GEM Listing rules

• “Directors”

directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at Unit A, 23/F, CMA Building, 64-66 Connaught Road Central, Hong Kong at 9:30 a.m. on Tuesday, 23 April 2013 to consider and, if thought fit, pass the resolution to approve the Bonus Issue

• “GEM” the Growth Enterprise Market of the Stock Exchange

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DEFINITIONS

• “GEM Listing Committee”

the listing committee of GEM and has the same meaning ascribed to Chapter 7 under the GEM Listing Rules

• “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

• “Latest Practicable Date” 3 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Non-qualifying Shareholders’’

• Overseas Shareholders who are excluded from the Bonus Issue and as defined and more particularly described in the section headed ‘‘Overseas Shareholders’’ in the letter from the Board in this circular

• ‘‘Overseas Shareholders’’

• holders of Shares whose addresses as shown on the register of members of the Company on the Record Date are outside Hong Kong

• ‘‘Qualifying Shareholders’’ holders of Shares, not being Non-qualifying Shareholders, who are entitled to the Bonus Issue

• ‘‘Record Date’’

• 30 April 2013, being the record date for determination of entitlements to the Bonus Issue

• “Phase IIa”

• has the same meaning ascribed in the announcement of the Company dated 24 August 2012 in relation to the Acquisition

• “PRC”

• the People’s Republic of China and for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• Share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)

• “Stock Exchange”

holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited

“%”

per cent

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LETTER FROM THE BOARD

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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

Executive Directors: Mr. Wong Kam Wah Dr. Cheung Victor Chor Keung Mr. Leung Man Kit Mr. Lau Ling Tak

Non-executive Director:

Registered Office: Coden Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Ms. Man Wing Yee Ginny

Independent Non-executive Directors:

Mr. Chiu Chi Kong

Mr. William Robert Majcher

Principal Place of Business in Hong Kong: Unit A, 23/F, CMA Building 64 – 66 Connaught Road Central Hong Kong

Mr. Yau Yan Ming Raymond

5 April 2013

To the Shareholders,

Dear Sir or Madam,

PROPOSED BONUS ISSUES OF SHARES; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with: (i) the details of the proposed Bonus Issue and (ii) the notice of EGM.

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LETTER FROM THE BOARD

PROPOSED BONUS ISSUE

Reference is made to announcement made by the Company dated 3 April 2013 in relation to the Bonus Issue. The Board proposed a Bonus Issue to Qualifying Shareholders (other than NonQualifying Shareholders). The Bonus Issue is proposed to be made on the basis of three Bonus Shares for every existing Share held by the Qualifying Shareholders (other than Non-Qualifying Shareholders) whose names appear on the register of members of the Company on the Record Date.

The Bonus Issue will be credited as fully paid by way of capitalisation of an amount in the share premium account of the Company. The terms and conditions of the Bonus Issue are set out below.

BASIS OF BONUS ISSUE

Subject to the conditions as set out under the heading “Conditions of Bonus Issue” below, the Bonus Shares will be issued and credited as fully paid at par on the basis of three Bonus Shares for every existing Share held on the Record Date by the Qualifying Shareholders. On the basis of 555,000,000 existing Shares in issue as at the date of the Latest Practicable Date, and assuming no further Shares will be issued or repurchased before the Record Date, it is anticipated that 1,665,000,000 Bonus Shares will be issued under the Bonus Issue. The Bonus Shares will be credited as fully paid by way of capitalisation of an amount of HK$16,650,000 in the share premium account of the Company. After the completion of the Bonus Issue, there will be a total of 2,220,000,000 Shares in issue as enlarged by the Bonus Issue.

FRACTIONS OF BONUS SHARES

On the basis of three Bonus Shares for every existing Share held on the Record Date by the Qualifying Shareholders, fractional entitlements to the Bonus Shares will not be allotted but will be aggregated and sold for the benefit of the Company.

Record Date and closure of register of members

The Bonus Shares will be issued to the Qualifying Shareholders. Arrangement for the Non-Qualifying Shareholders are further elaborated below under the heading “Overseas Shareholders”. The register of members of the Company will be closed from Monday, 29 April 2013 to Tuesday, 30 April 2013 (both days inclusive), during which no transfer of Shares will be registered, in order to determine the entitlement of the Shareholders under the Bonus Issue.

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LETTER FROM THE BOARD

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Friday, 26 April 2013. The exact total number of Bonus Shares to be issued under the Bonus Issue will not be capable of determination until after the Record Date.

Reasons for the proposed Bonus Issue

The Company has been listing on the GEM for more than a year. To celebrate the anniversary of listing and thank the Shareholders for their continual support, the Board decides to propose the Bonus Issue. In addition to that, the Directors believe that the Bonus Issue will allow the Shareholders to participate in the business growth of the Company by way of capitalisation of a portion of the share premium account and enhance the liquidity of the Shares in the market and thereby enlarging the Shareholders and capital base of the Company.

Overseas Shareholders

The Company does not have any Overseas Shareholders as at the Latest Practicable Date. Enquiry will be made by the Board pursuant to GEM Rule 17.41(1) of the Listing Rules for those Overseas Shareholders. Upon such enquiry, if the Board is of the view that the exclusion of the Overseas Shareholders is necessary or expedient, the Bonus Shares will not be granted to the Non-Qualifying Shareholders. In such circumstances, arrangements will be made for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to the Non-Qualifying Shareholders, if any, pro rata to their respective shareholdings and remittances therefore will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company.

Status of Bonus Shares

The Bonus Shares, upon issue, will rank pari passu with the Shares then existing on the date of such allotment and issue in all respects, including the entitlement to receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of those Bonus Shares.

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LETTER FROM THE BOARD

Conditions of Bonus Issue

The completion of Bonus Issue is conditional upon:

• (i) the approval of the Bonus Issue by the Shareholders at the EGM;

• (ii) the GEM Listing Committee granting the approval for the listing of, and permission to deal in, the Bonus Shares; and

• (iii) compliance with the relevant legal procedures and requirements (if any) under the applicable laws of the Cayman Islands and the Articles of Association to effect the Bonus Issue.

Application will be made to the GEM Listing Committee of the Stock Exchange in respect of such approval for the listings of, and permission to deal in, the Bonus Shares. Apart from making listing application to the GEM Listing Committee of the Stock Exchange, the Board does not propose to make application to any other stock exchanges for the listing of and permission to deal in, the Bonus Shares.

Subject to the granting of the listing of, and permission to deal in, the Bonus Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus 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 Bonus Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transaction between participants of the Stock Exchange on any trading date is required to take place in CCASS on the second trading date thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the Bonus Shares are expected to commence on Thursday, 9 May 2013.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

Adjustments in relation to the Convertible Bonds

As at the Latest Practicable Date, completion of the Acquisition and completion of Phase IIa have taken place and Convertible Bonds with the aggregate principal amount of HK$87,500,000 has been issued to the vendor of the Acquisition. If the Bonus Issue becomes effective, corresponding adjustments will be made pursuant to the terms of the Convertible Bonds which are in the aggregate principal amount of HK$187,500,000 and will be certified by an independent financial adviser or the auditor of the Company (as the case may be). The Company will make a further announcement about the adjustments.

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LETTER FROM THE BOARD

Save as disclosed above, the Company has no other outstanding options, warrants or other securities convertible into or giving right to subscribe for Shares or Consolidated Shares, as the case may be.

Certificates for Bonus Shares

It is expected that certificates for the Bonus Shares will be posted on or before Wednesday, 8 May 2013 after all the conditions have been fulfilled at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. Dealings in the Bonus Shares are expected to commence on Thursday, 9 May 2013.

Expected Timetable

The expected timetable for the Bonus Issue is set out on page iii of this circular. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

EGM

A notice convening the EGM to be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong at 9:30 a.m. on Tuesday, 23 April 2013 is set out on pages 9 to 10 of this circular for the purposes of considering and, if thought fit, passing the resolution as set out therein.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the GEM website (www.hkgem.com) and the Company’s website (www.chanceton.com). Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

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LETTER FROM THE BOARD

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 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 that the Bonus Issue 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.

By order of the Board of Chanceton Financial Group Limited Wong Kam Wah Chairman

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Chanceton Financial Group Limited (the “Company”) will be held at Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong at 9:30 a.m. on Tuesday, 23 April 2013 to consider and, if thought fit, to pass with or without amendments, the following resolution as ordinary resolution:

1. “ THAT , subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, the Bonus Shares (as defined below) to be issued pursuant to this resolution:

2. (a) upon the recommendation of the directors of the Company (“Directors”), an amount standing to the credit of the share premium account of the Company be capitalised and accordingly the Directors be and are hereby authorised and directed to apply such amount in paying up in full at par new ordinary shares of HK$0.01 each in the capital of the Company (“Bonus Shares”), and that such Bonus Shares shall be allotted and distributed, credited as fully paid at par, to and among the shareholders of the Company whose names appear on the register of members of the Company (“Register of Members”) at the close of business on Tuesday, 30 April 2013 (“Record Date”), other than those members (“Non-qualifying Shareholders”) whose addresses as shown on the Register of Members at the close of business on the Record Date are in jurisdiction outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange, on the basis of three Bonus Shares for every existing Share of HK$0.01 each in the capital of the Company then held on the Record Date (“Bonus Issue”);

3. (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum and articles of association of the Company, rank pari passu in all respects with the shares of HK$0.01 each in the capital of the Company in issue on the day on which the Bonus Shares are allotted and issued, except that they will not be eligible for the Bonus Issue mentioned in this resolution;

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (c) the Directors be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Non-qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Non-qualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100.00, in which case the Directors be and are hereby authorised to retain such amount for the benefit of the Company; and

• (d) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”

By Order of the Board of Chanceton Financial Group Limited Wong Kam Wah Chairman

Hong Kong, 5 April 2013

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

• (a) Any shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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.

• (b) To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, shall be deposited at the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the proxy form shall be deemed to be revoked.

• (c) The register of members of the Company will be closed from Monday, 29 April 2013 to Tuesday, 30 April 2013, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement of the Bonus Issue, unregistered holders of shares of the Company should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Union Registrars Limited, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on Friday, 26 April 2013.

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