Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2014

Aug 26, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wanjia Group Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 transferee.

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 401)

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED CHANGE OF AUDITORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM (as defined herein) of the Company to be held on 29 September 2014 (Monday) at 2:00 p.m. at Room 1902, 19th Floor, 101 King’s Road, Hong Kong is set out on pages 16 to 20 of this circular. Whether or not Shareholders are able to attend the AGM, Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s principal place of business in Hong Kong at Room 1902, 19th Floor, 101 King’s Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

27 August 2014

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
(1) PROPOSED GENERAL MANDATE TO ISSUE AND
REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(2) RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(3) PROPOSED CHANGE OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
(4) ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – DETAILS OF THE RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be convened and held on 29 September 2014 (Monday) at 2:00 p.m. at Room 1902, 19th Floor, 101 King’s Road, Hong Kong;

“Annual Report”

the annual report of the Company for the year ended 31 March 2014;

“associates”

the same definition as ascribed to it in the Listing Rules;

“Board”

the board of Directors;

“Companies Law” the companies law, Chapter 22 (Laws of 1961, as consolidated and revised) of the Cayman Islands;

“Company” Wanjia Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange;

“Directors”

the directors of the Company;

“Group”

the Company and its subsidiaries;

“HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region;

“Latest Practicable Date” 20 August 2014, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Notice” the notice of the AGM;

“Notice”

– 1 –

DEFINITIONS

“PRC”	The People’s Republic of China, which for the purpose
	of this circular excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan;
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	repurchase shares on the terms set out in the Notice;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Share(s)”	share(s) of par value of HK$0.01 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Code of Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong; and
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 401)

Executive Directors: Mr. Weng Jiaxing (Chairman and Chief Executive Officer) Mr. Chen Yong (Vice Chairman)

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

Independent Non-Executive Directors:

Mr. Liang Yichi Mr. Wong Hon Kit Dr. Liu Yongping

Head office and principal place of business in Hong Kong: Room 1902, 19th Floor, 101 King’s Road, Hong Kong 27 August 2014

To Shareholders of the Company

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED CHANGE OF AUDITORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the forthcoming AGM of the Company to be held on Monday, 29 September 2014 at Room 1902, 19th Floor, 101 King’s Road, Hong Kong which, upon approval, would enable the Company to, amount other things:

• (a) repurchase Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the Shares in issue as at the date of passing such resolution;

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LETTER FROM THE BOARD

• (b) issue new Shares with an aggregate nominal value equivalent to a maximum of 20% of the aggregate nominal value of Shares in issue on the date of the relevant resolution, plus the nominal amount of those Shares (if any) repurchased by the Company pursuant to the Repurchase Mandate;

• (c) re-election of the retiring Directors; and

• (d) change of auditors.

This circular also sets out an explanatory statement regarding the Repurchase Mandate, provides information on the Directors who have offered themselves for re-election, and sets out the Notice.

(1) PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given general and unconditional mandates to (i) repurchase Shares pursuant to the terms of the Repurchase Mandate, the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant ordinary resolution; and (ii) allot, issue and otherwise deal with Shares with the aggregate amount of which not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of the relevant ordinary resolution, plus the nominal amount of those Shares (if any) repurchased by the Company (up to a maximum of 10% of the aggregate nominal amount of the Company’s issued share capital as at the date of passing the ordinary resolution) pursuant to the Repurchase Mandate referred to in (i). The listing of and permission to deal in any new Shares issued is subject to approval from the Stock Exchange.

As at the Latest Practicable Date, the Listing Rules provide that, unless the Stock Exchange agrees otherwise, in the event the general mandate to allot, issue and otherwise deal with Shares is exercised, and Shares are placed for cash consideration under such mandate, the issue price of the Shares may not be at a price which represents a discount of 20% or more to the benchmarked price of the Shares, such benchmarked price being the higher of:

• (i) the closing price of the Shares as quoted on the Stock Exchange on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the mandate; and

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LETTER FROM THE BOARD

• (ii) the average closing price of the Shares as quoted on the Stock Exchange in the five trading days immediately prior to the earlier of:

• (a) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of Shares under the mandate;

• (b) the date of the placing agreement or other agreement involving the proposed issue of Shares under the mandate; and

• (c) the date on which the placing or subscription price is fixed.

In terms of the price at which Shares may be issued at time of exercise of the mandate, the Company will comply with the then prevailing requirements under the Listing Rules.

An explanatory statement containing information relating to the Repurchase Mandate and as required pursuant to the Listing Rules, in particular Rule 10.06(1)(b), is set out in Appendix I to this circular. This explanatory statement provides you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company was 648,405,300 Shares. Subject to the passing of the relevant resolutions, and assuming there will be no allotment and issue or repurchase of Shares between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which can be (i) repurchased by the Company will be 64,840,530 Shares, representing approximately 10% of the issued share capital of the Company; and (ii) issued by the Company will be 129,681,060 Shares, representing approximately 20% of the issued share capital of the Company, which may be increased by the number of Shares repurchased (if any) pursuant to the Repurchase Mandate.

(2) RE-ELECTION OF DIRECTORS

Dr. Liu Yongping (“ Dr. Liu ”) was appointed as an independent non-executive Director with effect from 27 February 2014. Pursuant to article 83(3) of the Articles of Association, any of the Director appointed by the Board to fill a casual vacancy on the existing Board shall hold office only until the first general meeting after his appointment and shall then be eligible for re-election. As such, Dr. Liu shall hold office until the AGM and, being eligible, will offer himself for re-election and ordinary resolution will be put forward to the Shareholders at the AGM.

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LETTER FROM THE BOARD

In accordance with article 84 of the Articles of Association, Mr. Weng Jiaxing (“ Mr. Weng ”), Mr. Chen Yong (“ Mr. Chen ”) and Mr. Liang Yichi (“ Mr. Liang ”) shall retire from office by rotation. Being eligible, Mr. Weng, Mr. Chen and Mr. Liang offer themselves for re-election, and ordinary resolutions as set out in resolution will be put forward to the Shareholders at the AGM.

Particulars of each of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

(3) PROPOSED CHANGE OF AUDITORS

The Company’s auditors, HLB Hodgson Impey Cheng, shall retire from office at the conclusion of the AGM. In March 2012, the practice of HLB Hodgson Impey Cheng was reorganized as HLB Hodgson Impey Cheng Limited. The Board considers that it is in the interests of the Company and the shareholders of the Company (the “ Shareholders ”) as a whole if the auditors can continue to serve the Company. Therefore, a resolution for the appointment of HLB Hodgson Impey Cheng Limited as the auditors of the Company at the AGM.

HLB Hodgson Impey Cheng has confirmed that there are no matters in connection with its retirement that need to be brought to the attention of the Shareholders. The Board also confirms that there are no circumstances in respect of the proposed change of auditors that need to be brought to the attention of the Shareholders.

(4) ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Room 1902, 19th Floor, 101 King’s Road, Hong Kong on Monday, 29 September 2014 at 2:00 p.m. is set out in this circular. A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the principal place of business of the Company at Room 1902, 19th Floor, 101 King’s Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the AGM must be taken by poll except where the chairperson of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The results of the poll will be announced by the Company in accordance with Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

GENERAL

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regards to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposals referred to in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions set out in the Notice.

Yours faithfully, By order of the Board of Wanjia Group Holdings Limited Weng Jiaxing

Chairman and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorizing the Repurchase Mandate.

The intention of this explanatory statement is to provide Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate, and sets out information requirement pursuant to Rule 10.06(1)(b) of the Listing Rules.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised of 648,405,300 Shares.

Subject to the passing of the relevant resolution at the AGM and on the basis that no further Shares are allotted and issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 64,840,530 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interest of the Company and Shareholders as a whole for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share.

3. FUNDING OF REPURCHASES

Any repurchases may only be effected out of funds of the Company legally available for the purposes in accordance with the Memorandum and Articles of Association and bye-laws of the Company and the applicable laws of Cayman Islands. A listed company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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APPENDIX I

EXPLANATORY STATEMENT

It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose and in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the share premium account of the Company. The repurchase of Shares will be conditional upon the fact that on the date the repurchase is effected, there are no reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

4. EFFECT OF EXERCISE OF THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DISCLOSURE OF INTEREST

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, has any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Hong Kong and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company and also any applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

7. TAKEOVERS CODE CONSEQUENCES

If as a result of a Share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the register of the substantial shareholders maintained by the Company under section 336 of the SFO showed that the following parties had interests in the Shares representing 10% or more of the voting power at any general meeting of the Company:

					Approximate
					percentage of
					shareholding
				Approximate	if the
				percentage of	Repurchase
Name of			Number of	the total	Mandate is
shareholder	Capacity	Position	shares	issued shares	exercised in full
Hua Xia (Note 1)	Interested in controlled	Long	411,917,648	63.53%	70.59%
	corporation
Greatly Wealth (Note 1)	Beneficial owner	Long	411,917,648	63.53%	70.59%
Mr. Yung Kwok Leong (Note 2)	Interested in controlled	Long	24,192,100	3.73%	4.15%
	corporation
	Beneficial owner	Long	47,009,375	7.25%	8.06%
Mrs. Yung Muk Ying (Note 3)	Interest of spouse	Long	71,201,475	10.98%	12.20%

Notes:

1. Greatly Wealth Global Group Limited is a company incorporated in the British Virgin Islands (“ BVI ”) with limited liability which is wholly and beneficially owned by Hua Xia Healthcare Holdings Limited (“ Hua Xia ”). By virtue of the SFO, Hua Xia is deemed to be interested in the entire 411,917,648 Shares held by the Greatly Wealth.

2. Easeglory Holdings Limited (“ Easeglory ”) is a company incorporation in the BVI with limited liabilities which is wholly and beneficially owned by Marshal International Investments Limited (“ Marshal ”), a company incorporated in the BVI with limited liability and is wholly and beneficially owned by Mr. Yung Kwok Leong (“ Mr. Yung ”). By virtue of the SFO, both Marshal and Mr. Yung are deemed to be interested in the entire 24,192,100 shares held by Easeglory.

3. Mrs. Yung Muk Ying, the spouse of Mr. Yung, is deemed to be interested in 71,201,475 Shares held by Mr. Yung in person or through his controlled corporations under the SFO.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the Directors were not aware of any consequences of such repurchase of Shares that would result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in any Shareholder or group of Shareholders acting in concert, being obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the Company failing to comply with the public float requirements under the Listing Rules.

8. SHARES PURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any Shares or shares of any subsidiaries (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange since 11 October 2013, being the date of listing of the Company, and up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2013
October (since listing of the Company on the
Stock Exchange on 11 October 2013)	1.25	0.67
November	0.82	0.66
December	0.72	0.52
2014
January	0.72	0.51
February	0.87	0.53
March	0.99	0.58
April	0.82	0.60
May	0.63	0.51
June	0.68	0.54
July	0.66	0.57
August (up to Latest Practicable Date)	0.57	0.49

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

1. Dr. Liu Yongping (“Dr. Liu”)

Dr. Liu, aged 58, is a practicing solicitor in Hong Kong and a consultant of a firm of solicitors in Hong Kong. He has more than 20 years of experience in the capital market and merger and acquisition legal services sector. Dr. Liu graduated from the University of London with a master’s degree in law in 1987 and from the University of Oxford with a doctor’s degree in philosophy in 1994. Apart from his appointment with the Company, Dr. Liu has been acting as an independent non-executive director of Yue Da Mining Holdings Limited, a company listed on the main board of the Stock Exchange (Stock code: 629), since June 2010. Dr. Liu has also been acting as an independent non-executive director of China Forestry Holdings Limited, a company listed on the main board of the Stock Exchange (Stock Code: 930), since September 2012. During August 2011 and October 2012, Dr. Liu acted as an independent non-executive director of JF Household Furnishings Limited, a company listed on the main board of the Stock Exchange (Stock Code: 776).

Dr. Liu has been appointed as an independent non-executive Director by way of letter of appointment with the Company for a period of three year commencing from 27 February 2014, which will continue thereafter until terminated by either party giving not less than three months’ notice in writing. Dr. Liu is entitled to a HK$10,000 per month which was determined by arm’s length negotiation between Dr. Liu and the Company. Dr. Liu is also entitled to a year-end discretionary bonus to be determined by the Board from time to time. Such salaries and benefits were determined with reference to his roles and responsibilities of the Group and the prevailing market conditions. Dr. Liu is subject to rotation and retirement requirement under the Articles of Association.

As at the Latest Practicable Date, Dr. Liu does not have, and is not deemed to have any interests or short positions in any shares, underlying shares within the meaning of Part XV of the SFO. Dr. Liu is not connected with any Directors, senior management, management shareholder, substantial shareholders or controlling shareholders of the Company (within the meaning in the Listing Rules). Dr. Liu does not hold any other positions in the Company and other members of the Group. Save as disclosed above, Dr. Liu did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Save as disclosed above, there is no other matter about Dr. Liu which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any matters that need to be brought to the attention of the Shareholders in connection with Dr. Liu re-election as a Director.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

2. Mr. Weng Jiaxing (“Mr. Weng”)

Mr. Weng, aged 38, joined our Group in 2004 as the Chairman of Huihao (HK) Group Limited and was appointed as an executive Director on 9 July 2012. He was responsible for exploring investment opportunities in the PRC, formulating business strategies and overseeing the entire business operation of our Group. Mr. Weng was admitted to the 2008 Executive Master of Business Administration (EMBA) course administered by Xiamen University in December 2007. Mr. Weng has not less than 8 years of managerial experience in pharmaceutical businesses. Prior to joining our Group, Mr. Weng was the General Manager of Fujian Huihao Pharmaceutical Chain Company Limited (“ FHP Chain ”) from 2003 to 2004 where he was responsible for the entire business operation of FHP Chain. Mr. Weng had been an executive director of Hua Xia during the period from 25 April 2006 to 1 August 2007 and from 26 March 2010 to 28 December 2012.

Mr. Weng has been appointed as an executive Director on 9 July 2012 and signed a letter of appointment with the Company for a period of three year commencing from 4 September 2012, which will continue thereafter until terminated by either party giving not less than three months’ notice in writing. Mr. Weng is entitled to a HK$30,000 per month which was determined by arm’s length negotiation between Mr. Weng and the Company. Mr. Weng is also entitled to a year-end discretionary bonus to be determined by the Board from time to time. Such salaries and benefits were determined with reference to his roles and responsibilities of the Group and the prevailing market conditions. Mr. Weng is subject to rotation and retirement requirement under the Article of Association.

At the Latest Practicable Date, Mr. Weng in person held 281,250 Shares. Save as disclosed herein, Mr. Weng does not have any other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO. Mr. Weng is also directors of five wholly and non-wholly owned subsidiaries of the Company. Save as disclosed, Mr. Weng did not hold any other positions in the Company or any of its subsidiaries and did not hold any directorships in any other listed public companies in the past three years.

Save that Mr. Weng is a nephew of Mr. Yung, a substantial shareholder and an executive director of Hua Xia, being a controlling shareholder, and a brother of Mr. Weng Jiale（翁加樂）, the controlling shareholder of Fujian Huihao Pharmaceutical Company Limited (“ FHP Company ”) and FHP Chain, both being landlords of certain premises leased by our Group, Mr. Weng is not related to other Shareholders and our Directors (within the Listing Rules).

Save as disclosed above, there is no other matter about Mr. Weng which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any matters that need to be brought to the attention of the Shareholders in connection with Mr. Weng re-election as a Director.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

3. Mr. Chen Yong (“Mr. Chen”)

Mr. Chen, aged 43 joined our Group as the Director of President’s Office of Huihao Hong Kong in July 2006 and was appointed as an executive Director on 4 September 2012. In May 2008, Mr. Chen became the Managing Director of Fujian Huihao Sihai Pharmaceutical Chain Company Limited[# ] （福建惠好四海醫藥連鎖有限公司）(“ Huihao Sihai ”) and was responsible for the overall operation and management of the Company. He became Vice Chairman of our Group in June 2011. He has a master of Business Administration degree in Fudan University（上海復旦大學）. Prior to joining our Group, Mr. Chen was the Assistant to Managing Director and the manager of the investment development department of Shanghai Cheung Kong New Hope Enterprise Company Limited[#] （上海張江新希望企業有限公司）from 8 October 2002 to 5 December 2005 and he was responsible for assisting the managing director in setting direction and goals of business operation as well as managing investment projects.

Mr. Chen has been appointed as an executive Director by way of letter of appointment with the Company for a period of three year commencing from 4 September 2012, which will continue thereafter until terminated by either party giving not less than three months’ notice in writing. Mr. Chen is entitled to a HK$12,500 per month which was determined by arm’s length negotiation between Mr. Chen and the Company. Mr. Chen is also entitled to a year-end discretionary bonus to be determined by the Board from time to time. Such salaries and benefits were determined with reference to his roles and responsibilities of the Group and the prevailing market conditions. Mr. Chen is subject to rotation and retirement requirement under the Articles of Association.

As at the Latest Practicable Date, Mr. Chen held 80,000 Shares. Save as disclosed herein, he does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO. Mr. Chen is not connected with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company (within the meaning in the Listing Rules). Mr. Chen is also directors of a non wholly-owned subsidiary of the Company. Save as disclosed, Mr. Chen did not hold any other positions in the Company or any of its subsidiaries and did not hold any directorships in any other listed public companies in the past three years.

Save as disclosed above, there is no other matter about Mr. Chen which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any matters that need to be brought to the attention of the Shareholders in connection with Mr. Chen re-election as a Director.

• English translation of official Chinese names are for identification purpose only

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

4. Mr. Liang Yichi (“Mr. Liang”)

Mr. Liang, aged 62, joined our Group as an independent non-executive Director on 4 September 2012. Mr. Liang is the vice-president and a tutor to master students of Chinese Medicines and a tutor of the integration of traditional and western medicine (first-tier subject) doctor’s degree of the Fujian University of Traditional Chinese Medicine. Mr. Liang was recognized by the Ministry of Personnel of the PRC[#] （中華人民共和國人事部）as a young and middle-aged expert in outstanding contribution[#] （中青年有突出貢獻專家）.

Mr. Liang has been appointed as an independent non-executive Director by way of letter of appointment with the Company for a period of three year commencing from 4 September 2012, which will continue thereafter until terminated by either party giving not less than three months’ notice in writing. Mr. Liang is entitled to a RMB5,000 per month which was determined by arm’s length negotiation between Mr. Liang and the Company. Mr. Liang is also entitled to a year-ended discretionary bonus to be determined by the Board from time to time. Such salaries and benefits were determined with reference to his roles and responsibilities of the Group and the prevailing market conditions. Mr. Liang is subject to rotation and retirement requirement under the Article of Association.

As at the Latest Practicable Date, Mr. Liang does not have, and is not deemed to have any interests or short positions in any shares, underlying shares within the meaning of Part XV of the SFO. Mr. Liang is not connected with any Directors, senior management, management shareholder, substantial shareholders or controlling shareholders of the Company within the meaning in the Listing Rules). Mr. Liang does not hold any other positions in the Company and other members of the Group. Mr. Liang did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Save as disclosed above, there is no other matter about Mr. Liang which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any matters that need to be brought to the attention of the Shareholders in connection with Mr. Liang re-election as a Director.

• English translation of official Chinese names are for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

WANJIA GROUP HOLDINGS LIMITED 萬嘉集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 401)

NOTICE IS HEREBY GIVEN THAT and Annual General Meeting (“ AGM ”) of Wanjia Group Holdings Limited (the “ Company ”) will be held on 29 September 2014 (Monday) at 2:00 p.m. at Room 1902, 19th Floor, 101 King’s Road, Hong Kong for the following purposes:

As ordinary business, to consider and if thought fit, pass the following ordinary resolutions:

1. to receive and consider the audited financial statements and reports of the directors and the independent auditor of the Company for the financial year ended 31 March 2014;

2. to re-elect the retiring directors of the Company (“ Directors ”), namely Dr. Liu Yongping, Mr. Weng Jiaxing, Mr. Chen Yong and Mr. Liang Yichi;

3. to authorize the board of Directors (the “ Board ”) to fix the remunerations of the Directors.

4. to appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorize the Board to fix their remuneration; and

As special business, consider and, if thought fit, pass with or without amendments the following proposed resolutions numbered 5 to 7 as ordinary resolutions:

1. THAT :

2. (a) Subject to paragraph (c) of this resolution, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make and/or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorize the Board during the Relevant Period to make or grant offers, agreements and/or options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital which may be allotted, issued or otherwise dealt with, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with, (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers, employees of the Company and/or any of its subsidiaries or other eligible participants of shares or rights to acquire shares in the Company or (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the Article of Association of the Company or (v) a specific authority granted by the Shareholders of the Company in general meeting, shall not exceed the aggregate of:

• (i) 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (ii) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution).

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

• (aa) “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Article of Association of the Company, or any other applicable laws of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

• (bb) “Rights Issue” mean an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of shares in the Company on the register on a fixed record date in proportion to their holdings of Shares (subject to such exclusion and arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).

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NOTICE OF ANNUAL GENERAL MEETING

1. THAT :

2. (a) Subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in resolution numbered 5(d)(aa) of all powers of the Company to purchase its shares on the Main Board or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” shall have the same meaning as in resolution numbered 5(d)(aa).

5. THAT conditional upon resolutions numbered 5 and 6 of this notice being passed, the general mandate ranted to the Directors to allot, issue and deal with additional Shares pursuant to resolution numbered 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors pursuant to resolution numbered 6, provided that the amount of Shares so repurchased by the company shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.

By order of the Board of Wanjia Group Holdings Limited Weng Jiaxing Chairman and Executive Director

Hong Kong, 27 August 2014

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NOTICE OF ANNUAL GENERAL MEETING

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: Room 1902, 19th Floor, 101 King’s Road, Hong Kong

Notes:

1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, subject to provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy needs not be a member of the Company but must be present in person at the AGM 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. A form of proxy for use at the AGM is enclosed with the circular of the Company dated 27 August 2014. Whether or not you intend to attend the AGM in person, you are encourage to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of authority must be deposited at the Company’s principal place of business in Hong Kong at Room 1902, 19th Floor, 101 King’s Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

4. In the cast of joint holders of Shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one such joint holders are present at the AGM 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 Shares shall alone be entitled to vote in respect thereof.

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