Wasion Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 11, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wasion Group Limited, you should at once hand this circular with the accompanying proxy form to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

WASION GROUP LIMITED ��������

(formerly known as “Wasion Meters Group Limited ����������”) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3393)

PROPOSED FURTHER CHANGE OF COMPANY NAME

A notice convening the Special General Meeting of Wasion Group Limited (the “Company”) to be held at Room 2903, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Wednesday, 6 August 2008 at 11 a.m. or any adjournment thereof is contained in this circular.

A form of proxy for the Special General Meeting is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong at Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

14 July 2008

CONTENTS

	Page
Definitions.................................................................................................................................	1
Letter from the Board
Introduction .....................................................................................................................	2
Proposed further change of Company name ..................................................................	2
Notice of Special General Meeting ................................................................................	4
Procedure for Demanding a Poll ....................................................................................	4
Recommendation .............................................................................................................	4
Responsibility Statement ................................................................................................	5
Notice of Special General Meeting........................................................................................	6

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DEFINITIONS

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

an announcement of the Company dated 7 July 2008 in relation to, inter alia, the proposed further change of the Company name

“Announcement”	an announcement of the Company dated 7 July 2008 in relation to,
	inter alia, the proposed further change of the Company name
“Board”	the board of Directors
“Company”	Wasion Group Limited, a company incorporated in the Cayman
	Islands with limited liability, and the securities of which are listed
	on the main board of the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Shareholder(s)”	the holder(s) of the Share(s)
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Special General Meeting”	the special general meeting of the Company to be held at Room
	2903, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong
	Kong on Wednesday, 6 August 2008 at 11 a.m. or any adjournment
	thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary”	a subsidiary for the time being of the Company within the meaning
	of the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong) whether incorporated in Hong Kong or elsewhere and
	“subsidiaries” shall be construed accordingly

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LETTER FROM THE BOARD

WASION GROUP LIMITED ��������

(formerly known as “Wasion Meters Group Limited ����������”) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

Executive Directors: Ji Wei (Chairman) Cao Zhao Hui Wang Xue Xin Zheng Xiao Ping Liao Xue Dong Zeng Xin

Registered office: Cricket Square Hutchins Drive P.O. Box 2681GT George Town Grand Cayman British West Indies

Independent non-executive Directors: Hui Wing Kuen Wu Jin Ming Pan Yuan

Principal place of business in Hong Kong: Room 2903, Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

14 July 2008

To the Shareholders

Dear Sir/Madam,

PROPOSED FURTHER CHANGE OF COMPANY NAME

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the Special General Meeting relating to the proposed further change of Company name.

PROPOSED FURTHER CHANGE OF COMPANY NAME

Reference is made to the Announcement whereby the Board announced that it proposed to further change the name of the Company from “Wasion Group Limited (��������)” to “Wasion Group Holdings Limited (����������)”.

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LETTER FROM THE BOARD

Reason for the proposed further change of company name

As mentioned in the Announcement, the Certificate of Change of Name in respect of “Wasion Group Limited (��������)” was issued by the Registrar of Companies in the Cayman Islands on 23 May 2008 and the name of the Company has been changed from “Wasion Meters Group Limited (����������)” to “Wasion Group Limited (��������)” with effect from 23 May 2008. Thereafter, the Company proceeded to carry out the necessary filing procedures with the Registrar of Companies in Hong Kong, and the Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company bearing the name “Wasion Group Limited (��������)” was issued by the Registrar of Companies in Hong Kong on 16 June 2008. However, during the filing procedures in Hong Kong, it transpired that although there was no other company bearing the English name “Wasion Group Limited” being registered as a Hong Kong company or non-Hong Kong company in the Registrar of Companies in Hong Kong, another company (which is unrelated to the Group) with the Chinese name “��������” has already been registered with the Registrar of Companies in Hong Kong. In order to better promote the Company’s image and avoid confusions among investors relating to the Chinese name of the Company, the Board proposes to further change the name of the Company.

Conditions

Subject to the passing of special resolution to be proposed in the Special General Meeting, the proposed further change of Company name will take effect from the date on which the certificate on change of name is issued by the Registrar of Companies in the Cayman Islands.

Thereafter, the Company will further carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

Share certificates

Upon the proposed further change of Company name becoming effective, all existing share certificates in issue bearing the name of “Wasion Meters Group Limited (����������)” or the name of “Wasion Group Limited (��������)” (as the case may be) will continue to be evidence of title to Shares of the Company and valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the proposed further change of Company name. Should the proposed further change of Company name become effective, any issue of share certificates thereafter will be in the new Company name of “Wasion Group Holdings Limited (�� ��������)” and the securities of the Company will be traded on the Stock Exchange in the new name.

Further announcement will be made by the Company in relation to the effective date of the proposed further change of Company name and any arrangement for exchanging share certificates.

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LETTER FROM THE BOARD

NOTICE OF SPECIAL GENERAL MEETING

Notice of the Special General Meeting is set out on page 6 to this circular. A proxy form for appointing proxy is despatched with this circular and published on the website of the Stock Exchange (www.hkex.com.hk) and on the website of the Company (www.irasia.com/listco/hk/wasion/index.htm). Whether or not you intend to attend the Special General Meeting, you are requested to complete the proxy form and return it to the branch share registrar of the Company in Hong Kong at Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Special General Meeting or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and at any adjournment thereof if you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles of Association of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands) demanded:

• (a) by the chairman of the meeting; or

• (b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the member having the right to vote at the meeting; or

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

• (e) by any Director or Directors, who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors (including the independent non-executive directors) consider that the proposed further change of Company name is in the best interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolutions at the Special General Meeting.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

Yours faithfully On behalf of the Board Ji Wei Chairman

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NOTICE OF SPECIAL GENERAL MEETING

WASION GROUP LIMITED ��������

(formerly known as “Wasion Meters Group Limited ����������”)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Wasion Group Limited (the “Company”) will be held at Room 2903, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Wednesday, 6 August 2008 at 11 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands and the issue of the certificate on change of name by the Registrar of Companies in the Cayman Islands, the name of the Company be and is hereby changed from “Wasion Group Limited (��������)” to “Wasion Group Holdings Limited (����������)”, and the directors of the Company be and are hereby authorised to do all things and sign or execute all documents on behalf of the Company which may in their opinion be necessary or desirable for the purpose of giving effect to the change of the name of the Company.”

Yours faithfully On behalf of the Board Ji Wei Chairman

Hong Kong, 14 July 2008

Notes:

1. A member entitled to attend and vote at the meeting convened by the above is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited at the branch share registrar of the Company in Hong Kong at Computershare Hong Kong Investor Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

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