Weiye Holdings Limited — Proxy Solicitation & Information Statement 2009

Mar 5, 2009

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UNITED POWER INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the above mentioned company (the “Company”) will be held at Golden Island Bird’s Nest Chiu Chau Restaurant at 2nd Floor, East Wing, Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on 23 March 2009 at 3.30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT:

• (A) the agreement dated 13 February 2009 between (1) Mr. Yeung Chi Hang and Mr. Chu Ying Man (the “Vendors”); and (2) the Company, pursuant to which the Company conditionally agreed to purchase and the Vendors conditionally agreed to sell the entire issued share capital of, and the benefit of shareholders’ loans advanced to, Hua Rong Sheng Shi Holding Limited at a total consideration of HK$750,000,000, of which HK$90,000,000 is to be paid in cash, HK$157,500,000 of which is to be satisfied by the issue and allotment of 1,431,818,182 Convertible Preference Shares (as defined in section (B) and having the rights and benefits and subject to the restrictions set out in section (C) of this resolution below) and the balance of HK$502,500,000 by the issue and allotment of a total of 4,568,181,818 Ordinary Shares (as defined in section (B)) to the Vendors or their respective nominees (a copy of which has been tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification), be and is hereby approved, ratified and confirmed and the directors of the Company be and are hereby authorized to implement the transactions contemplated thereunder by the said agreement (with any amendments to the terms of such agreement as may be approved by the directors of the Company) including but not limited to the allotment and issue of the said Convertible Preference Shares and new Ordinary Shares to the Vendors and/or their respective nominee(s) pursuant thereto and the allotment and issue of shares of the Company upon exercise of the conversion rights attached to the Convertible Preference Shares;

• (B) all the shares of HK$0.05 each in the existing authorized share capital of HK$500,000,000 of the Company be and are hereby re-classified as ordinary shares of HK$0.05 each (“Ordinary Shares”) and the authorized share capital of the Company be and is hereby increased from HK$500,000,000 divided into 10,000,000,000 Ordinary Shares to HK$1,000,000,000 by the creation of 1,431,818,182 convertible preference shares of HK$0.05 each (“Convertible Preference Shares”) and 8,568,181,818 new Ordinary Shares; and

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• (C) the Convertible Preference Shares shall carry equal rights and rank pari passu with one another and each Convertible Preference Share shall have the rights and benefits and subject to the restriction as follows:

1. Dividend, bonus issue and distribution

Holders of Convertible Preference Shares shall not be entitled to any dividend payment or any distribution (including bonus issue) of the Company.

2. Transferability

The Convertible Preference Shares are freely transferable. Any transfer shall be in compliance with the bye-laws of the Company, applicable laws and regulatory requirements, including the rules of any stock exchange on which the securities of the Company are listed.

3. Conversion

• 3.1 Subject to paragraph 3.2 below, holders of Convertible Preference Shares shall have the right to convert each Convertible Preference Share into one Ordinary Share, subject to adjustment in the manner provided in paragraph 4 below (the “Conversion Ratio”) on a day other than a Saturday during which banks are regularly open for business in Hong Kong (“Business Day”) at any time after the issue of the Convertible Preference Shares (the “Conversation Right”).

• 3.2 If the issue of Ordinary Shares following the exercise of Conversion Right by a holder of Convertible Preference Shares would result in the Company not meeting the requirement under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) applicable to the Company that not less than a specified percentage of the Ordinary Shares shall be held by the public (“Public Float Requirement”) immediately after the conversion, then the number of Ordinary Shares to be issued pursuant to such conversion shall be limited to the maximum number of Ordinary Shares issuable by the Company which would not result in a breach of the Public Float Requirement and the balance of the Conversion Right attached to the Convertible Preference Shares which the holder of the Convertible Preference Shares sought to convert shall be suspended until such time when the Company is able to issue new Ordinary Shares in satisfaction of the exercise of the said balance of conversion rights in compliance with the Public Float Requirement.

• 3.3 The Conversion Right may, subject as provided herein, be exercised by a holder of Convertible Preference Shares delivering, at its own expense, during normal business hours on a Business Day to the principal place of business of the Company in Hong Kong a notice (a “Conversion Notice”) duly completed and signed stating the intention of such holder to convert and the address in Hong Kong for the delivery of the certificate(s) for the Ordinary Shares arising from such conversion together with the original certificate(s) for the Convertible Preference Shares. The Company shall be responsible for payment of all taxes and stamp, issue and registration fees and duties (if

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any), and Stock Exchange levies and charges (if any) arising on any such conversion. A Conversion Notice once delivered shall be irrevocable.

• 3.4 The Ordinary Shares arising from the conversion shall be allotted and issued by the Company, credited as fully paid, to the holder of the relevant Convertible Preference Shares or its nominees as it may in writing direct on the day on which the Conversion Notice is given to the Company, and the Company shall within 21 Business Days thereafter issue certificate(s) for the relevant Ordinary Shares to which the holder of the relevant Convertible Preference Shares or such person as it may direct shall become entitled on exercise of its Conversion Right in board lots with one certificate for any odd lot of Ordinary Shares arising from the conversion (unless otherwise directed by the relevant holder) and shall deliver such certificate(s) to the relevant holder at the address in Hong Kong set out in the Conversion Notice (or, in the absence of such address in the Conversion Notice, the registered address of such holder) and, if applicable, a new certificate for any unconverted Convertible Preference Shares.

• 3.5 Conversion of the Convertible Preference Shares shall be effected in such manner as the directors of the Company shall subject to the bye-laws of the Company and to any other applicable laws and regulations, from time to time determine provided that no conversion shall take place if to do so would result in the Ordinary Shares arising from the conversion being issued at a price below their nominal value as at the date of the conversion.

• 3.6 Ordinary Shares arising on conversion shall carry the right to receive all dividends and other distributions declared, made or paid upon the Ordinary Shares by reference to any record date on or after the date of surrender of the certificate(s) for the Convertible Preference Shares and the delivery of the Conversion Notice and shall rank pari passu in all other respects and form one class with the Ordinary Shares then in issue and fully paid.

• 3.7 Until such time as all Convertible Preference Shares have been converted to Ordinary Shares, the Company shall:

• (a) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital such number of authorised but unissued Ordinary Shares as would enable all Convertible Preference Shares to be converted to Ordinary Shares and any other rights of conversion into, subscription for or exchange into Ordinary Shares to be satisfied in full; and

• (b) use its best endeavours to maintain the listing of Ordinary Shares on the Main Board of the Stock Exchange.

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4. Adjustment to conversion

• 4.1 If while any of the Convertible Preference Shares remain outstanding, the Company shall sub-divide or consolidate the Ordinary Shares, the Conversion Ratio applicable to any subsequent conversion shall in the case of a sub-division be increased or in the case of a consolidation be reduced proportionately.

• 4.2 Save as provided in paragraph 4.1, no adjustment will be made to the Conversion Ratio as a result of any other changes to the share capital of the Company, including without limitation, to the generality of the foregoing, any bonus issue, scrip dividend or other distribution and any rights issue or other issue of shares, options to subscribe for or any other securities convertible into Ordinary Shares.

• 4.3 Any adjustment to the Conversion Ratio shall be made to the nearest whole number such that in the event of any fraction of a whole number of Ordinary Shares in the case of a conversion, such fraction shall be rounded down to the nearest whole number of Ordinary Shares.

• 4.4 Whenever the Conversion Ratio is adjusted as herein provided, the Company shall as soon as possible but not later than 28 days of the event giving rise to such adjustment give written notice to the holders of the Convertible Preference Shares that the Conversion Ratio has been adjusted (setting out brief particulars of the event giving rise to the adjustment, the Conversion Ratio in effect prior to such adjustment, the adjusted Conversion Ratio and the effective date thereof) and such notice shall be conclusive and binding.

5. Non-redemption

Without prejudice to the power of the Company to purchase its shares in accordance with the bye-laws of the Company, the Convertible Preference Shares are non-redeemable once issued.

6. Voting rights

Without prejudice to the sub-paragraph below, holders of Convertible Preference Shares shall be entitled to receive notices of and attend any general meetings of holders of Ordinary Shares but shall not be entitled to vote at such general meetings of the Company unless:

• 6.1 the resolution in question, which if passed would (subject to any consents required for such purpose being obtained) vary or abrogate the rights or privileges of the holders of Convertible Preference Shares; or

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• 6.2 the resolution in question relates to the dissolution or winding-up of the Company,

in which event the Convertible Preference Shares shall confer on the holders thereof the right to participate and vote (either in person or by proxy) at that general meeting on an “asconverted-to-Ordinary Shares” basis at the time of the relevant general meeting.

7. Rights in liquidation

On a return of capital in liquidation or otherwise the assets of the Company available for distribution among the members of the Company shall be applied as follows:

• 7.1 firstly, towards payment to the holders of the Convertible Preference Shares of an amount equal to the aggregate of the amounts paid up or credited as paid up on all the outstanding Convertible Preference Shares (pro rata to the aggregate of the nominal amounts of the Convertible Preference Shares held by each such holder); and

• 7.2 secondly, the balance of such assets shall belong to and be distributed among the holders of the Ordinary Shares and other classes of shares of the Company currently or to be created in future in the capital of the Company. Holders of Convertible Preference Shares shall not have the right to participate in such remaining assets.”

By Order of the Board Jennifer Cheung Mei Ha Company Secretary

Hong Kong, 6 March 2009

Principal Office: 2810-11, 28th Floor Shun Tak Centre West Tower 200 Connaught Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies 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 Company’s principal office together with a power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.

As at the date of this notice, the non-executive chairperson of the Company is Ms. Ma Shuk Kam, the executive directors of the Company are Mr. Yeung Chi Hang, Mr. Liu Yu Mo, and Mr. Au Edmond Wah; and the independent non-executive directors are Ms. Chan Lai Mei, Mr. Lee Wai Loun and Mr. Lee Yuk Sang, Angus.

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