Wasion Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 9, 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wasion Group Holdings Limited, you should at once hand this circular, together with the enclosed 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.

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.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3393)

(1) PROPOSAL INVOLVING RENEWAL OF THE GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,

(2) ELECTION AND RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Wasion Group Holdings Limited to be held at 11 a.m. on Friday, 16 May 2014 at Unit 2605, 26/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong are set out on pages 13 to 16 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 31st Floor, 148 Electric Road, North Point, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting. Completion and return of the proxy forms will not preclude you from attending and voting in person at the meeting or any adjourned meeting or meetings should you so desire.

10 April 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Details of the Directors to be Elected and Re-elected . . . . . . . . . . . . . . . .	7
Appendix II — Explanatory Statement for the Proposed Repurchase Mandate . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• ‘‘Annual General Meeting’’

the Annual General Meeting of the Company to be held at Unit 2605, 26/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong, on Friday, 16 May 2014 at 11 a.m. or any adjournment thereof;

• ‘‘Articles’’ the Articles of Association of the Company;

• ‘‘associate(s)’’ has the same meaning as ascribed to it under the Listing Rules;

• ‘‘Board’’ the board of Directors;

• ‘‘Company’’ Wasion Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose securities are listed on the main board of the Stock Exchange;

• ‘‘connected person(s)’’ has the same meaning as ascribed to it under the Listing Rules;

• ‘‘Directors’’ the directors of the Company;

• ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC;

• ‘‘Latest Practicable Date’’ 2 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘Repurchase Mandate’’ the general and unconditional mandate to repurchase the fully paid up Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the ordinary resolution in relation thereof;

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time;

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s);

• ‘‘Share(s)’’ shares of HK$0.01 each in the share capital of the Company; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

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DEFINITIONS

• ‘‘subsidiary’’

• ‘‘Takeovers Code’’

‘‘%’’

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;

the Hong Kong Code on Takeovers and Mergers; and

per cent

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

Executive Directors: Registered office: Ji Wei (Chairman) Cricket Square Cao Zhao Hui Hutchins Drive Zeng Xin P.O. Box 2681GT Zheng Xiao Ping George Town Wang Xue Xin Grand Cayman Li Hong British West Indies

Independent non-executive Directors: Principal place of business in Hong Kong: Wu Jin Ming Unit 2605, 26/F Pan Yuan West Tower, Shun Tak Centre Hui Wing Kuen 168–200 Connaught Road Central Sheung Wan, Hong Kong

10 April 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSAL INVOLVING RENEWAL OF THE GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES,

(2) ELECTION AND RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting to the Directors a general and unconditional mandate to (a) issue Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution, (b) repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the

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LETTER FROM THE BOARD

Company as at the date of the passing of the resolution, and (c) issue Shares not exceeding the aggregate nominal amount of share capital so repurchased pursuant to the Repurchase Mandate; (ii) the election and re-election of Directors; and (iii) the notice of the Annual General Meeting.

THE REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution subject to the Listing Rules.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement which is set out in Appendix II to this circular.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to issue further Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution. Based on 931,718,675 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the date of the Annual General Meeting, the Directors will be authorised to issue 186,343,735 Shares pursuant to the new general mandate.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and general mandate to issue Shares, an ordinary resolution will also be proposed to authorise the Directors to issue Shares in an amount not exceeding the aggregate nominal amount of the Shares purchased pursuant to the Repurchase Mandate.

ELECTION AND RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Ji Wei, Ms. Cao Zhao Hui, Mr. Zeng Xin, Ms. Zheng Xiao Ping, Mr. Wang Xue Xin, Ms. Li Hong, Mr. Wu Jin Ming, Mr. Pan Yuan and Mr. Hui Wing Kuen.

Pursuant to Article 87 of the Articles, at each annual general meeting one third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 87 of the Articles, Mr. Zeng Xin, Mr. Hui Wing Kuen and Mr. Wu Jin Ming will retire at the Annual

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LETTER FROM THE BOARD

General Meeting. Mr. Zeng Xin and Mr. Wu Jin Ming, being eligible, have offered themselves for re-election at the Annual General Meeting. Mr. Hui Wing Kuen has informed the Board that he will not offer himself for re-election at the Annual General Meeting. Accordingly, Mr. Hui will retire upon the conclusion of the Annual General Meeting.

Mr. Wu Jin Ming has served as an independent non-executive Director of the Company for more than 9 years. He meets the independence criteria set out in Rule 3.13 of the Listing Rules and is not involved in the daily management of the Company nor in any relationships or circumstances which would interfere with the exercise of his independent judgment. In addition, he continues to demonstrate the attributes of an independent non-executive Director and there is no evidence that his tenure has had any impact on his independence. The Board is of the opinion that Mr. Wu remains independent notwithstanding the length of his service and believes that his valuable knowledge and experience in the Group’s business and his general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.

The Company proposes to elect Mr. Chan Cheong Tat as an independent non-executive Director at the Annual General Meeting to fill the vacancy to be left by Mr. Hui Wing Kuen following his retirement.

The brief biographical details of Mr. Chan Cheong Tat and the retiring Directors who offered themselves for re-election are set out in Appendix I to this circular.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Unit 2605, 26/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong at 11 a.m. on Friday, 16 May 2014 is set out on pages 13 to 16 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the Annual General Meeting will be voted by poll.

A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions set out therein and return it to the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 31st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event, not less than 48 hours before the time appointed for holding the Annual General Meeting 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 in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

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LETTER FROM THE BOARD

BOOK CLOSE PERIODS

For the purpose of ascertaining shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 14 May 2014 to Friday, 16 May 2014, both days inclusive. In order to be eligible for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 31st Floor, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 13 May 2014.

For the purpose of ascertaining shareholders’ entitlement to the final dividend of the year ended 31 December 2013, the register of members of the Company will be closed on Friday, 23 May 2014. In order to be eligible for the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at 31st Floor, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Thursday, 22 May 2014.

RECOMMENDATIONS

The Directors consider that the proposed grant of the general mandate to issue Shares and the Repurchase Mandate, and the election and re-election of the Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommended all Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

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 Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document 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 document misleading.

By Order of the Board of Wasion Group Holdings Limited Ji Wei

Chairman

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APPENDIX I DETAILS OF THE DIRECTORS TO BE ELECTED AND RE-ELECTED

The biographical details of the Directors proposed to be elected and re-elected at the Annual General Meeting are set out as follows:

Mr. Zeng Xin (曾辛), aged 44, is an executive Director and General Manager of Changsha Weisheng Energy Industrial Technology Company Limited. Mr. Zeng graduated from the National University of Defense Technology with a degree in system engineering in 1992. During 1992 to 1993, he studied at the Qinghua University for a postgraduate degree programme. In 1995, Mr. Zeng obtained a master degree in engineering from the China Academy of Space Technology (中國 空間技術研究院) and participated in several research projects in the China Academy of Space Technology (中國空間技術研究院) during his studies and after graduation. Mr. Zeng worked with Hunan Weisheng Electronics Co., Ltd. (湖南威勝電子有限公司) as a system engineer, vice-director of research, director of research and director of system between 1995 and 1999 and as the general manager with Hunan Willfar Information Technology Co., Ltd. (湖南威遠信息技術有限公司) between 1999 and July 2004, and a director from December 1999 to January 2005. Mr. Zeng joined the Group in July 2004 and was appointed an executive Director with effect from 1 September 2005.

As at the Latest Practicable Date, Mr. Zeng was interested in 500,000 Shares pursuant to the SFO, representing approximately 0.05% of the issued share capital of the Company. Save as aforesaid, Mr. Zeng does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Zeng has entered into a service contract with the Company for a term of 3 years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s Articles. Mr. Zeng is receiving a Director’s fee and remuneration of HK$300,000 per annum for his directorship in the Company, which was determined by reference to his duties and responsibilities with the Company.

Save as disclosed herein, Mr. Zeng has not held any directorships in other listed public companies during the last three years and he does not have any relationship with any other Director, senior management or substantial or controlling shareholder of the Company.

Mr. Wu Jin Ming (吳金明), aged 51, is an independent non-executive Director. Mr. Wu graduated from the Agricultural University of Hunan in 1986 with a degree in agricultural economics and undertook further studies in 1987 in economics at the Wuhan University. During 1986 to 1998, Mr. Wu was a teaching assistant, a lecturer and a vice-professor at the faculty of agricultural economics, head of the teaching and research section and the dean of the faculty of economics and business in the Agricultural University of Hunan. He was a visiting scholar at the Shiga University of Japan. Mr. Wu has been a professor of the College of Commerce of the Central South University since 2001 and is now the instructor of doctorial students and doctors of economics. Mr. Wu was a member of the Chinese People’s Political Consultative conference of Hunan Province in 2003 and was appointed as the advisory consultant as regards the decisions on substantial projects of the Hunan provincial government in June 2004. Mr. Wu has been appointed

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APPENDIX I DETAILS OF THE DIRECTORS TO BE ELECTED AND RE-ELECTED

as chairman of the economic and technological committee of the Chinese People’s Political Consultative Conference of Hunan Province since 2008. Mr. Wu was appointed an independent non-executive Director in September 2005.

As at the Latest Practicable Date, Mr. Wu was interested in 100,000 Shares, representing approximately 0.01% of the issued share capital of the Company. Save as aforesaid, Mr. Wu does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Wu has entered into a service contract with the Company for the term of 1 year until the next annual general meeting of the Company, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s Articles. Mr. Wu is receiving a Director’s fee and remuneration of HK$165,000 per annum for his directorship in the Company, which was determined by reference to his duties and responsibilities with the Company.

Save as disclosed herein, Mr. Wu has not held any directorships in other listed public companies during the last three years and he does not have any relationship with any other Director, senior management or substantial or controlling shareholder of the Company.

Mr. Chan Cheong Tat (陳昌達), aged 64, graduated from Central Queensland University with a master degree in financial management. He is the sole director of a tax consultancy company, C T Tax Consultants Limited, since October 2007 and an independent non-executive director of Guangdong Tannery Limited (粵海制革有限公司) since March 2006. He was an independent non-executive director of Noble Jewelry Holdings Limited (億鑽珠寶有限公司) from March 2006 to December 2011. Mr. Chan is a fellow member of Hong Kong Institute of Certified Public Accounts, Chartered Association of Certified Accountants and Certified Practising Accountants Australia for over 25 years. He is also an associate member of The Institute of Chartered Secretaries and Administrators (U.K.) and The Hong Kong Institute of Chartered Secretaries since 1973. Mr. Chan has over 33 years of work experience in the Hong Kong Inland Revenue Department. He was an Assistant Commissioner and was responsible for tax audit and investigation when he retired in 2005.

As at the Latest Practicable Date, Mr. Chan does not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed herein, Mr. Chan has not held any directorships in other listed public companies during the last three years and he does not have any relationship with any other Director, senior management or substantial or controlling shareholder of the Company.

Mr. Chan will enter into a service contract with the Company for the term of 1 year until the next annual general meeting of the Company, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s Articles. Mr. Chan will receive a Director’s fee and remuneration of HK$200,000 per annum for his directorship in the Company, which was determined by reference to his duties and responsibilities with the Company.

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APPENDIX I DETAILS OF THE DIRECTORS TO BE ELECTED AND RE-ELECTED

Others

There is no other information relating to the above Directors that needs to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the proposed election and re-election of the above Directors.

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EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

APPENDIX II

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(l)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 931,718,675 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase up to a maximum of 93,171,867 Shares, representing 10% of the Company’s issued share capital as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

Whilst the Directors do not presently intend to repurchase any Shares they believe that it is in the best interests of the Company and its shareholders to have general authority from shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchase will be made out of funds of the Company legally available for such purpose in accordance with the applicable laws of the Cayman Islands and the memorandum and articles of association.

The working capital or gearing position of the Company may be affected as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2013 in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

4. DISCLOSURE OF INTEREST

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if it is approved by the shareholders of the Company.

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EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

APPENDIX II

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company or they have undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorized to exercise the Repurchase Mandate.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. EFFECT OF THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the ‘‘Takeover Code’’). As a result, a shareholder, or group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

As at the Latest Practicable Date, Star Treasure Investments Holdings Limited (‘‘Star Treasure’’), a company wholly-owned by Mr. Ji Wei, an executive Director and chairman of the Company, is interested in 491,788,888 Shares, representing approximately 52.78% of the issued share capital of the Company. In the event that the Directors exercise the power to repurchase Shares in full pursuant to the Repurchase Mandate, (if the present shareholdings remain the same) the shareholding of Star Treasure in the Company will be increased to approximately 58.65% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

APPENDIX II

7. PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2013
May	5.30	4.28
June	5.16	4.25
July	5.20	4.50
August	5.50	4.59
September	4.90	4.66
October	4.95	4.36
November	5.11	4.61
December	5.10	4.40
2014
January	5.09	4.43
February	4.74	4.10
March	5.53	4.18
April (up to the Latest Practicable Date)	5.62	5.36

8. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3393)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wasion Group Holdings Limited (the ‘‘Company’’) will be held at Unit 2605, 26/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 16 May 2014 at 11 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions as ordinary resolutions of the Company:

AS ORDINARY BUSINESS

• (1) To receive and consider the report of the directors, audited financial statements and auditor’s report for the year ended 31 December 2013.

• (2) To declare a final dividend of HK$0.21 per share for the year ended 31 December 2013.

• (3) To re-elect Mr. Zeng Xin as an executive director;

• (4) To re-elect Mr. Wu Jin Ming, who has already served the Company as an independent non-executive director for more than nine years, as an independent non-executive director; and

• (5) To elect Mr. Chan Cheong Tat as an independent non-executive director.

• (6) To authorise the directors to fix the remuneration of the directors.

• (7) To re-appoint auditors and to authorise the directors to fix the remuneration thereof.

AS SPECIAL BUSINESS

• (8) ‘‘THAT

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to purchase issued shares of HK$0.01 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the shares which are authorised to be purchased by the directors of the Company pursuant to the approval under paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

• ‘‘Relevant Period’’ means the period from 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 law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.’’

(9) ‘‘THAT

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share option scheme approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend or similar arrangement on shares of the Company in accordance

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NOTICE OF ANNUAL GENERAL MEETING

with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from 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 law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).’’

• (10) ‘‘THAT conditional upon the passing of resolutions 8 and 9 above, the general mandate granted to the directors of the Company be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to resolution 8 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issue share capital of the Company as at the date of passing this resolution.’’

By Order of the Board of Wasion Group Holdings Limited Ji Wei Chairman

Hong Kong, 10 April 2014

Notes:

• (1) Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

• (2) A form of proxy for use at the meeting is enclosed.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be lodged at the share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31st Floor, 148 Electric Road, North Point, Hong Kong, no later than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Annual General Meeting or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in personal or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

• (6) As at the date of this notice, the executive directors of the Company are Mr. Ji Wei, Ms. Cao Zhao Hui, Mr. Zeng Xin, Ms. Zheng Xiao Ping, Mr. Wang Xue Xin and Ms. Li Hong and the independent non-executive directors of the Company are Mr. Wu Jin Ming, Mr. Pan Yuan and Mr. Hui Wing Kuen.

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