WH Group Limited — Proxy Solicitation & Information Statement 2014

Oct 2, 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 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 China Gamma Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

China Gamma Group Limited 中國伽瑪集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

PROPOSED CHANGE OF COMPANY NAME, REFRESHMENT OF THE SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of China Gamma Group Limited to be held at Suite 2602, 26/F., Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 29 October 2014 at 4:30 p.m. is set out on pages 10 to 12 of this circular.

Whether or not you intend to attend and vote at the SGM in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

3 October 2014

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

“Board”

the board of Directors

“Change of Company Name”

the change of the name of the Company from “China Gamma Group Limited” to “REX Global Entertainment Holdings Limited” and the adoption of the Chinese name “御濠娛樂控股有限公司” as the new secondary name of the Company in place of the existing secondary name “中國 伽瑪集團有限公司”

“Company”

China Gamma Group Limited, an exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

“Directors”

the directors of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars

“Hong Kong”

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

“Latest Practicable Date”

26 September 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Options”

the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms of the Share Option Scheme

– 1 –

DEFINITIONS

• “Record Date” 18 August 2014, being the record date by reference to which entitlements to the Rights Issue were determined

• “Rights Issue” the issue of 2,198,840,745 Rights Shares on the basis of one Rights Share for every two existing Shares held on Record Date by the qualifying Shareholders as defined in the Rights Issue Prospectus

“Rights Issue Prospectus” the prospectus of the Company dated 19 August 2014 in relation to the Rights Issue

• “Rights Share(s)” the new Share(s) allotted and issued in respect of the Rights Issue

“Scheme Mandate Limit” the maximum number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

“SGM” the special general meeting of the Company to be held at Suite 2602, 26/F., Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 29 October 2014 at 4:30 p.m. “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Shareholder(s)” the holder(s) of the Share(s)

“Shareholder(s)” the holder(s) of the Share(s) “Share Option Scheme” the share option scheme adopted by the Company on 22 August 2011 “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

– 2 –

LETTER FROM THE BOARD

China Gamma Group Limited 中國伽瑪集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

Executive Directors: Registered office: Wong King Shiu, Daniel Clarendon House Lee Kuang Yeu 2 Church Street Hamilton HM11 Non-executive Directors: Bermuda Ma Kwok Hung, Warren Chow Siu Ngor Principal place of business: Suite 2602, 26/F. Independent non-executive Directors: Sino Plaza Wong Hoi Kuen 255-257 Gloucester Road Chan Chi Yuen Causeway Bay Hung Hing Man Hong Kong 3 October 2014

To the Shareholders and, for information only,

holders of the Options and convertible note of the Company

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME, REFRESHMENT OF THE SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the SGM in relation to (i) the proposed Change of Company Name; and (ii) the refreshment of the Scheme Mandate Limit.

– 3 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As announced by the Company on 11 September 2014, the Board proposed to change the name of the Company from “China Gamma Group Limited” to “REX Global Entertainment Holdings Limited” and to adopt the Chinese name “御濠娛樂控股有限公司” as the new secondary name of the Company in place of the existing secondary name of the Company “中國伽瑪集團有限 公司”. The stock short name of the Company will also be changed accordingly.

Conditions of the Change of Company Name

The proposed Change of Company Name is subject to (i) the passing of a special resolution by the Shareholders at the SGM; and (ii) the approval of the proposed new English name and the proposed new secondary name by the Registrar of Companies in Bermuda.

Reasons for the Change of Company Name

The Directors are of the opinion that the proposed new name of the Company provides a better identification for the Group which is in line with the Group’s expansion in the leisure, hospitality, tourism, entertainment and gaming related businesses and to reflect the future business development of the Company more appropriately.

Effect of the Change of Company Name

Subject to the satisfaction of the conditions set out above, the proposed Change of Company Name will become effective on the date on which the Registrar of Companies in Bermuda enters the new English name and the new secondary name on the register in place of the existing English name and the existing secondary name. Thereafter, the Company will carry out all necessary filing procedures with Companies Registry in Hong Kong.

The Change of Company Name will not affect any of the rights of the existing Shareholders. All existing share certificates of the Company in issue bearing the existing name of the Company shall, after the Change of Company Name, continue to be evidence of title and valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. There will not be any arrangements for exchange of existing share certificates for new share certificates under the new name of the Company. Upon the Change of Company Name becoming effective, issue of share certificates of the Company thereafter will be in the new name and the Shares will be traded on the Stock Exchange in the new stock short name.

– 4 –

LETTER FROM THE BOARD

Further announcement(s) will be made by the Company to inform the effective date of the Change of Company Name and the arrangement for the trading and dealings in the Shares (including the date on which the Shares will be traded under the new stock short name on the Stock Exchange).

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme on 22 August 2011. Apart from the Share Option Scheme, the Company has no other share option scheme in effect as at the Latest Practicable Date. The Scheme Mandate Limit was set at 10% of the Shares in issue as at the date of approval and adoption of the Share Option Scheme in compliance with the Listing Rules. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the said Shareholders’ approval.

The existing Scheme Mandate Limit is 379,868,149 Shares, being 10% of the Shares issued as at the date of refreshment thereof at the annual general meeting of the Company held on 3 September 2013, and approximately 5.70% of the issued share capital of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, Options carrying the rights to subscribe for 231,000,000 Shares were granted under the existing Scheme Mandate Limit under the Share Option Scheme, representing approximately 6.08% of the issued share capital of the Company as at the date of refreshment of the existing Scheme Mandate Limit on 3 September 2013, and approximately 3.47% of the issued share capital of the Company as at the Latest Practicable Date. Out of the Options granted, Options in respect of 65,500,000 Shares have been exercised and no Options have been lapsed or cancelled under the Share Option Scheme as at the Latest Practicable Date. Accordingly the Company had 165,500,000 outstanding Options as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

Breakdown setting out the number of Options outstanding and their respective exercise price and their respective exercisable period under the Share Option Scheme as at the Latest Practicable Date are as follows:

Category of participant Exercisable period Exercise price Directors Wong King Shiu, Daniel 23 September 2014 to 22 September 2016 HK$0.160 Lee Kuang Yeu 23 September 2014 to 22 September 2016 HK$0.160 Ma Kwok Hung, Warren 23 September 2014 to 22 September 2016 HK$0.160 Chow Siu Ngor 23 September 2014 to 22 September 2016 HK$0.160 Chan Chi Yuen 23 September 2014 to 22 September 2016 HK$0.160 Wong Hoi Kuen 23 September 2014 to 22 September 2016 HK$0.160 Hung Hing Man 23 September 2014 to 22 September 2016 HK$0.160 Other eligible participants 23 September 2014 to 22 September 2016 HK$0.160 Total Options outstanding:

Number of Options outstanding 3,000,000 3,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 154,500,000

165,500,000

The grant of Options to each of the Directors named above has been approved by the independent non-executive Directors (excluding the respective Director who was the grantee himself) in accordance with the Listing Rules. Save as disclosed hereof, none of the grantees of the Options is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them.

– 6 –

LETTER FROM THE BOARD

It is proposed that subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the SGM, the Scheme Mandate Limit be refreshed so that the total number of Shares, which may be issued upon exercise of all Options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the relevant resolution by the Shareholders at the SGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

As at the Latest Practicable Date, the Company had 6,662,022,235 Shares in issue. Pursuant to the terms of the Share Option Scheme and in compliance with the Listing Rules, the maximum number of Shares, which may be issued upon the exercise of all the Options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed should be 666,202,223 Shares (assuming no further issue or repurchase of Shares prior to the SGM).

Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other option scheme(s) of the Company (or its subsidiaries) at any time shall not exceed 30% of the Shares in issue from time to time. No options shall be granted under the Share Option Scheme or any other scheme(s) of the Company (or its subsidiaries) if this will result in the 30% limit being exceeded.

Reasons for the refreshment of the Scheme Mandate Limit

With reference to the Rights Issue Prospectus and as disclosed in the announcement of the Company dated 10 September 2014, the Company has completed the Rights Issue on the basis of one Rights Share for every two existing Shares held on the Record Date by the qualifying Shareholders as defined in the Rights Issue Prospectus. Immediately after completion of the Rights Issue, the issued share capital of the Company has been substantially increased to 6,596,522,235 Shares, as compared to 4,397,681,490 Shares in issue immediately before completion the Rights Issue. As at the Latest Practicable Date, there were 148,868,149 Shares available to be granted under the existing Scheme Mandate Limit, representing only approximately 2.23% of the total number of Shares in issue. In view of the substantial increase in the issued share capital of the Company, the Directors consider that it is in the interests of the Company and the Shareholders as a whole to refresh the Scheme Mandate Limit in order to provide the Company with greater flexibility in granting share options to the eligible participants (including employees and directors) of the Company under the Share Option Scheme as incentives to rewarding their contribution or potential contribution to the Company.

– 7 –

LETTER FROM THE BOARD

Conditions of the refreshment of the Scheme Mandate Limit

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of the ordinary resolution by the Shareholders at the SGM to approve the proposed refreshment of the Scheme Mandate Limit; and

• (ii) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit.

Application for listing

Application will be made to the Stock Exchange for granting approval of the listing of, and permission to deal in, the Shares which may be issued upon exercise of Options to be granted under the refreshed Scheme Mandate Limit.

Details of the refreshment of the Scheme Mandate Limit are set out in ordinary resolution numbered 2 in the notice of the SGM set out on pages 10 to 12 of this circular.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Suite 2602, 26/F., Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 29 October 2014 at 4:30 p.m. is set out on pages 10 to 12 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders in relation to the resolutions to be proposed at the SGM will be taken by poll. Further announcement on the results of the poll vote will be made by the Company after the SGM.

To the best of Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has any material interest in the resolutions to be proposed at the SGM and therefore, no Shareholder is required to abstain from voting at the SGM.

– 8 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposals for the Change of Company Name and the refreshment of Scheme Mandate Limit are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.

Yours faithfully,

By order of the Board China Gamma Group Limited Wong King Shiu, Daniel Executive Director

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

China Gamma Group Limited 中國伽瑪集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

NOTICE IS HEREBY GIVEN that the special general meeting (the “Meeting”) of China Gamma Group Limited (the “Company”) will be held at Suite 2602, 26/F., Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 29 October 2014 at 4:30 p.m. for the following purposes:

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

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of the Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from “China Gamma Group Limited” to “REX Global Entertainment Holdings Limited” and a new Chinese name “御濠娛樂控股有限公司” be adopted as the secondary name of the Company (the “Change of Company Name”) with effect from the date of entry of the new English name and new secondary name of the Company on the register maintained by the Registrar of Companies in Bermuda, and the directors of the Company be and are hereby authorized to do all such acts, deeds and things and execute all such documents, including under seal where applicable, as they may consider necessary or expedient in connection with the implementation of or give effect to the Change of Company Name.”

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the shares in the share capital of the Company (the “Shares”) to be issued pursuant to the exercise of options which may be granted under the refreshed scheme mandate limit (the “Scheme Mandate Limit”) under the share option scheme adopted by the Company on 22 August 2011 (the “Scheme”) in the manner as set out in paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit be and is hereby approved provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Scheme) shall not exceed 10% of the Shares in issue as at the date of the passing of this resolution; and

• (b) the directors of the Company be and are hereby authorized to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

By order of the board China Gamma Group Limited Wong King Shiu, Daniel Executive Director

Hong Kong, 3 October 2014

As at the date hereof, the executive directors of the Company are Mr. Wong King Shiu, Daniel and Mr. Lee Kuang Yeu; the non-executive directors of the Company are Mr. Ma Kwok Hung, Warren and Mr. Chow Siu Ngor; and the independent non-executive directors of the Company are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Hung Hing Man.

– 11 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. Any shareholder entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend and vote on the same occasion.

2. Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the Meeting, either in person or by proxy in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting or any adjourned meeting thereof (as the case may be), the more senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. In order to be valid, a form of proxy in the prescribed form 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 must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the Meeting or any adjourned meeting thereof (as the case may be) should they so wish and in such event, the form of proxy shall be deemed to be revoked.

– 12 –