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Victor Group Holdings Limited ACN 165 378 834

Notice of General Meeting

General Meeting of Shareholders to be held at the offices of Achieva Capital Management Ltd, 27/F, 755 Weihei Road, Shanghai, China on Thursday the 28[th] April 2016, commencing at 1.00pm Australian Eastern Standard Time (AEST) & 11am Standard China Time (SCT).

Important

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

CONTENTS
NOTICE OF GENERAL MEETING	3
EXPLANATORY STATEMENT	4
1. VOTING	4
2. OVERVIEW OF THE ACQUISITION	5
3. RESOLUTION: ACQUISITION OF DATA CENTRE	8
DEFINITIONS	9
PROXY FORM	ATTACHED

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of the shareholders of Victor Group Holdings Limited ACN 165 378 834 ( Company ) will be held at the offices of Achieva Capital Management Ltd, 27/F, 755 Weihei Road, Shanghai, China on Thursday 28[th] April 2016, commencing at 1pm Australian Eastern Standard Time (AEST) & 11am Standard China Time (SCT). The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the Resolution to be considered.

Business

Resolution: Acquisition of Data Centre

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution :

“That, in accordance with Listing Rule 11.1.2, and for all other purposes, approval is given for the Company to complete the Acquisition on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and
any Associates of those persons..

However, the Company need not disregard a vote if it is cast by:

a person as a proxy for a person who is entitled to vote in accordance with the directions of the Proxy Form; or
the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

By order of the Board

David Batten

Company Secretary Victor Group Holdings Limited

24[th] March 2016

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the shareholders of Victor Group Holdings Limited ACN 165 378 834 ( Company ) in connection with the Resolution to be considered at the General Meeting to be held at the offices of Achieva Capital Management Ltd, 27/F, 755 Weihei Road, Shanghai, China on Thursday 28[th] April 2016, commencing at 1pm Australian Eastern Standard Time (AEST) & 11am Standard China Time (SCT).

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolution in the accompanying Notice of General Meeting.

This Notice should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Capitalised terms used in this Notice have the meaning given to them in the Definitions Section.

1. Voting

1.1 Proxies

Please note that:

a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also speak at the Meeting;
a proxy need not be a member of the Company;
a Shareholder may appoint a body corporate or an individual as its proxy;
a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

The provided Reply Paid envelope;
Hand deliver to our Share Registry at Level 12, 225 George Street, SYDNEY NSW 2000 or
Facsimile to our Share Registry on +61 (02) 9290 9655

so that it is received by no later than 1.00pm (AEST) & 11.00am (Standard China Time) on Tuesday 26[th] April 2016. Proxy Forms received later than this time will be invalid.

1.2 Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7pm (AEST) on Tuesday 26[th] April 2016. Accordingly, transactions registered after this time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

2. Overview of the Acquisition

2.1 Background

The Company was admitted to the official list of ASX on 7 May 2014 and official quotation of its securities commenced on 9 May 2014. The Company’s business involves providing Enterprise Management Consulting Services which include marketing management training and consulting courses which are currently delivered offline and face to face.

The Company wishes to adapt to the evolving consulting industry by expanding the consulting business from the traditional face to face consulting to online services, and has been actively pursuing opportunities with the potential to deliver additional shareholder value.

Accordingly, as part of this strategy, the Company proposes to acquire a data centre.

2.2 Proposed Acquisition of a data centre

On 21[st] March 2016, the Company announced that it through its wholly owned subsidiary, Yiya Investment Management (Shanghai) Co., Ltd had entered into the Term Sheet to acquire the Data Centre. The Vendor is not related or associated with the Company, its Directors or their Associates.

2.3 Details of the data centre

The Data Centre is called Baoying Distributed Cloud Platform and is located at 2 Huaijiang Ave, Software Information Industry Park, Baoyin County, Yangzhou, Jiangsu, China. The Data Centre consists of the following sub-systems:

Server room
Power distribution system with double circuit power
UPS
Air conditioning system
Integrated wiring system
Standard cabinets and accessories
Monitoring and access control
Fire extinguish system
Diesel generator
Air ventilation system
Electricity capacity to meet operations
Cloud Information Management Bundle System

2.4 Formal binding agreement and completion

The Company proposes to enter into a formal binding agreement to acquire the Data Centre. The terms of the Sale Agreement will be substantially the same as the Term Sheet and is subject to the following conditions precedent as stipulated in the Term Sheet:

(a) completion of due diligence on the Data Centre;
(b) the Data Centre being unencumbered; and
(c) approvals from the regulatory authorities (including regulatory authorities in Australia and ASX).

The terms of the Term Sheet are valid until 30 April 2016 and the Company intends to execute the Sale Agreement before 30 April 2016. Completion will occur after the Sale Agreement is executed by the Company and the Vendor and the full payment of the purchase price is paid.

2.5 Purchase Price

The purchase price for the Data Centre is RMB15 million cash (approximately A$3.1 million based on the exchange rate as at 14 March 2016) and will be fully funded by existing cash resources in the Company.

2.6 Board composition

The Acquisition will see no change to the board of director of the Company.

2.7 Indicative timetable

Set out in the table below is the expected timing for completion of the Acquisition, subject to compliance with all regulatory requirements. These dates are indicative only and are subject to change. The Directors reserve the right to amend the timetable without notice.

Action	Date
General Meeting	28 April 2016
ASX announcement regardingthe results of Meeting	29 April 2016
Execution of the Sale Agreement	29 April 2016
Completion of the Proposed Transaction	30 April 2016

2.8 Effect of the Acquisition on the Company

Following the Acquisition, Yiya will use the Data Centre to operate and provide Infrastructure as a Service ( IaaS ) to the Company and other peer consulting firms. The Data Centre is connected by cloud technologies that combines the advantage of distributed data and enable the clients of the Company to connect to the server in the nearest data centre instead of connecting to a centralised server.

IaaS is a form of cloud computing that provides virtualised computing resources over the Internet. In an IaaS model, a third-party provider hosts hardware, software, servers, storage and other infrastructure components on behalf of its users. IaaS providers also host users' applications and handle tasks including system maintenance, backup and resiliency planning.

The Acquisition is an acquisition of an asset on cash term and therefore does not change the following measures:

(a) Consolidated total assets;
(b) Consolidated total equity interests; and
(c) Total securities on issue.

2.9 Advantages of the Proposed Transaction

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Resolution:

(a) The Company wishes to move into the online stream of consulting management and enable its existing operations to take advantage of all aspects of modern digitalised business applications. The acquisition of the distributed cloud computing data centre will enable the Company to provide services and develop its business online hence expanding its existing business to various economic development zones in China through internet.
(b) The Company considers that by providing online services it will attract more clients as the Company’s targeted clientele (i.e. senior management or executive officers) are generally time poor and prefer less time being spent on traveling to attend courses.
(c) The Company will provide services to other consulting firms for them to set up cloud computing services for their information technology start-up companies by hosting software and application in the Data Centre.

2.10 Disadvantages of Proposed Transaction

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Resolution:

(a) There is no guarantee that the Acquisition will prove to be economically viable for the Company.
(b) Shareholders will be exposed to the additional risk associated with operating a data centre.
(c) As with most acquisitions, the integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being fully realised;
(d) Shareholders may believe that there is the possibility of a superior proposal emerging for the Company in the near future.

2.11 Risks factors

Shareholders should be aware that if the Resolution is approved, the Company may be subject to additional risk factors. These risks are both specific to the industry in which the Company operates and also relate to the general business and economic environment in which the Company will operate. An investment in the Company is not risk free and prospective new investors along with existing Shareholders should consider the risk factors described below, together with information contained elsewhere in the Notice of Meeting. The following is not intended to be an exhaustive list of the risk factors to which the Company will be exposed to as a result of the Acquisition.

Based on the information available, the principal risks facing the Company upon completion of the Acquisition will be as follows:

(a) Risk associated with operating a data centre
(i) Reliance on Key Personnel

The responsibility of the consulting operations and the strategic management of the Company depend substantially on its senior management and its key personnel based both in Australia and China. There can be no assurance that there will be no detrimental impact if one or more of these employees cease their employment with the group.

(ii) Competition risk

The online stream of consulting management industry in which the company will be involved is subject to the online services competition in China. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(b) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s business activities, as well as on its ability to fund those activities.

(c) Potential acquisitions

As part its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

(d) Future capital requirements

Future funding may be required by the Company to develop the online services market. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations as the case may be, which may adversely affect the business and financial condition of the Company and its performance.

2.12 Plans if Acquisition does not proceed

If the Acquisition is not approved by Shareholders, the Company will continue to conduct its traditional face to face consulting and the potential to expand its consulting business to online services will be significantly limited.

3. Resolution: Acquisition of Data Centre

3.1 Background

There is only one Resolution to be put to the General Meeting. The Resolution relates to the Acquisition. The Resolution is an ordinary resolution which seeks approval for the Acquisition which is part of the expansion strategy of the Company to expand its existing business to online services.

3.2 Listing Rule 11.1

Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to ASX as soon as practicable. Listing Rule 11.1.2 provides, that, if ASX requires, the entity must get the approval of Shareholders and must comply with any requirements of ASX in relation to the Notice of General Meeting.

The Company does not consider that Listing Rule 11.1 applies, however, it seeks approval from the Shareholders as it consider that it is an appropriate step to take as a matter of good corporate governance. On the basis that the Company has intended to seek Shareholder approval, ASX has confirmed that ASX Listing Rule 11.1 should not apply to the proposed Acquisition, so accordingly at this stage it is not anticipated that VIG will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

3.3 Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of the Resolution.

DEFINITIONS

In this Notice and Explanatory Statement, the following terms have the following meanings:

Acquisition means the acquisition of the Data Centre.

AEST means Australian Eastern Standard Time.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act, as applicable and as applied in accordance with the note to Listing Rule 14.11.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

Board means the board of Directors.

Chair means the chairperson of the Meeting.

Company means Victor Group Holdings Limited ACN 165 378 834.

Corporations Act means the Corporations Act 2001 (Cth).

Data Centre means the data centre proposed to be acquired by the Company, as described in Sections 2.2 and 2.3.

Director means a director of the Company.

Explanatory Statement means the explanatory statement incorporated in the Notice.

General Meeting or Meeting means the general meeting of Shareholders to be held on 28[th] April 2016, at1pm Australian Eastern Standard Time (AEST) & 11am Standard China Time (SCT).

Listing Rules means the official Listing Rules of ASX.

Notice of General Meeting or Notice means the notice of general meeting incorporating the Explanatory Statement.

Proxy Form means the proxy form attached to this Notice.

Resolution means a resolution contained in the Notice.

Sale Agreement means the formal binding agreement to be entered into between Yiya and the Vendor to complete the Acquisition subject to the approval of the Acquisition pursuant to the Meeting.

Section means a section contained in the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of one or more Shares.

Term Sheet means a non-binding term sheet entered into between Yiya and the Vendor dated 29[th] April 2016.

Vendor means Shanghai Buyun Data Service Limited;

Yiya means Yiya Investment Management (Shanghai) Co., Ltd.

All Correspondence to:

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By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 1:00pm (Australian Eastern Standard Time) / 11:00am (Standard China Time) on Tuesday 26 April 2016.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 1:00pm (AEDT) / 11:00am (SCT) on Tuesday 26 April 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

 By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 12, 225 George Street,  In Person Sydney NSW 2000 Australia

 By Email Scanned to: [email protected]

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Victor Group Holdings Limited ACN 165 378 834

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Victor Group Holdings Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at Achieva Capital Management Ltd, 27/F, 755 Weihei Road, Shanghai, China on Thursday 28 April 2016 at 1:00pm (Australian Eastern Standard Time) / 11:00am (Standard China Time) and at any adjournment thereof.

The Chair intends to vote all available proxies in favour of the Resolution. If you have appointed the Chair as your proxy (or the Chair becomes your proxy by default), and you wish to give the Chair specific voting directions on the Resolution, you should mark the appropriate box opposite the Resolution in the panel below (i.e. directing the Chair to vote for, against or to abstain from voting).

STEP 2

VOTING DIRECTIONS

If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution Acquisition of Data Centre