Walnut Capital Limited — Proxy Solicitation & Information Statement 2014

Nov 3, 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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Mastermind Capital Limited (the “Company”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Stock 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.

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Units 2606A-2608, 26th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 21 November 2014 at 11:00 a.m. is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, 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 holding the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish and in such event, the proxy shall be deemed to be revoked

This circular is published on the HKExnews website at http://www.hkexnews.hk and on the website of the Company at www.mastermindcapitalhk.com

4 November 2014

• For identification purposes only

CONTENTS

Definitions Letter from the Board Notice of EGM		Page 1 2 5

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DEFINITIONS

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

• “Announcement” announcement of the Company dated 29 October 2014 in relation to, among other things, the Increase in Authorised Share Capital

• “Board” the board of directors of the Company

• “Company” Mastermind Capital Limited（慧德投資有限公司*）, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange

• “Director(s)” director(s) of the Company

• “EGM” an extraordinary general meeting of the Company to be convened and held at Units 2606A-2608, 26th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 21 November 2014 at 11:00 a.m. to consider and if thought fit, to approve the Increase in Authorised Share Capital

• “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

• “Increase in Authorised Share Capital”

• the proposed increase in authorised share capital of the Company from HK$100,000,000 divided into 400,000,000 Shares to HK$1,000,000,000 divided into 4,000,000,000 Shares by the creation of an additional 3,600,000,000 Shares

• “Latest Practicable Date” 31 October 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)”

ordinary share(s) of HK$0.25 in the share capital of the Company

• “Shareholder(s)”

Holder(s) of the issued Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• For identification purposes only

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LETTER FROM THE BOARD

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

Executive Directors Registered office Mr. MUNG Kin Keung (Chairman) P.O. Box 309, Ugland House Mr. MUNG Bun Man, Alan Grand Cayman, KY1-1104 Cayman Islands

Independent Non-executive Directors Mr. MAN Kong Yui Head office and principal place of Mr. FUNG Wai Ching business in Hong Kong Mr. POON Wai Hoi, Percy Unit 1611, 16th Floor Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong

4 November 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in which the Board proposed to increase the authorized share capital of the Company from HK$100,000,000 divided into 400,000,000 Shares to HK$1,000,000,000 divided into 4,000,000,000 Shares.

The purpose of this circular is to provide you with further details of the Increase in Authorised Share Capital and a notice of EGM for the purpose of approving the Increase in Authorised Share Capital.

• For identification purposes only

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The existing authorised share capital of the Company is HK$100,000,000 divided into 400,000,000 Shares of which 311,738,600 Shares are in issue.

Reasons for the Increase in Authorised Share Capital

In order to provide the Company with a flexibility for future investment opportunities and to accommodate future issues of Shares which shall among other things provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and when necessary, the Board proposed the Increase in Authorised Share Capital.

Condition of the Increase in Authorised Share Capital

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital.

A notice convening the EGM to be held at Units 2606A-2608, 26th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 21 November 2014 at 11:00 a.m. is set out on pages 5 to 6 of this circular.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders has a material interest in the Increase in Authorised Share Capital as at the Latest Practicable Date and as such, none of the Shareholders will be required to abstain from voting at the EGM in respect of the resolution relating to the Increase in Authorised Share Capital.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, 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 holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish and in such event, the proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Increase in Authorised Share Capital is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution approving the Increase in Authorised Share Capital as set out in the notice of the EGM.

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.

By Order of the Board Mastermind Capital Limited Mung Kin Keung Chairman and Executive Director

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NOTICE OF EGM

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of MASTERMIND CAPITAL LIMITED 慧德投資有限公司 (the “ Company* ”) will be held at Units 2606A-2608, 26th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Friday, 21 November 2014 at 11:00 a.m., for considering and if thought fit, passing, with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the authorised share capital of the Company be increased from HK$100,000,000 divided into 400,000,000 shares of HK$0.25 each (“ Share(s) ”) to HK$1,000,000,000 divided into 4,000,000,000 Shares by the creation of an additional 3,600,000,000 new Shares (the “ Increase in Authorised Share Capital ”); and

3. (b) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.”

By Order of the Board Mastermind Capital Limited Mung Kin Keung Chairman and Executive Director

Hong Kong, 4 November 2014

• For identification purposes only

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NOTICE OF EGM

Head Office and Principal place of

business in Hong Kong: Unit 1611, 16th Floor

Shun Tak Centre

West Tower

168-200 Connaught Road Central

Hong Kong

Notes:

1. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorized to sign the same.

3. Any shareholder entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or, if he is the holder of more than one share, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

4. Proxy forms together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited with 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 appointed for holding the meeting or any adjournment thereof.

5. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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