WH Group Limited — Proxy Solicitation & Information Statement 2016

Mar 30, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

REX Global Entertainment Holdings Limited 御濠娛樂控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“SGM”) of the shareholders of REX Global Entertainment Holdings Limited (the “Company”) will be held at 2:30 p.m. on Friday, 22 April 2016 at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the following purposes:

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

ORDINARY RESOLUTIONS

(a) “ THAT :

• (i) the conditional sale and purchase agreement dated 8 October 2015 (as amended by a deed of amendment dated 23 December 2015 and a second deed of amendment dated 29 March 2016) (copies of which have been produced to the SGM marked “A” and signed by the Chairman of the SGM for the purpose of identification) entered into between the Company, as purchaser, and Telconet Capital Limited Partnership as seller (the “Sale and Purchase Agreement”) in relation to, among other things, the proposed acquisition of 30% of the issued share capital of Yota, a company incorporated in the Cayman Islands with limited liability (the “Target Company”), by the Company (or its nominee) and, subject to completion

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of the Sale and Purchase Agreement and the entering into of an intellectual property licence agreement, the grant of a licence by the Target Company and/or its subsidiary(ies) in relation to the exclusive use by China Baoli Innovation Technologies Limited, a subsidiary of the Company, the Company and other subsidiaries of the Company of the intellectual property rights as necessary to market and sell “YOTAPHONE” in the People’s Republic of China, which for the avoidance of doubt, includes the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan, for 7 years, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

• (ii) any one or more of the directors of the Company (the “Directors”) be and is/are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company which he/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder and all acts by the Director(s) as aforesaid be and is/are hereby approved, ratified and confirmed.”

(b) “ THAT :

• (i) the conditional placing agreement dated 14 January 2016 (as amended by an agreement dated 29 March 2016) (copies of which have been produced to the SGM marked “B”, and signed by the chairman of the SGM for the purpose of identification) entered into between the Company and Innovax Capital Limited as placing agent and the conditional placing agreement dated 29 March 2016 (a copy of which has been produced to the SGM marked “C” and signed by the chairman of the SGM for the purpose of identification) entered into by the Company and Haitong International Securities Company Limited as placing agent (collectively, the “Placing Agreements”) in relation to the placing of up to 25,000,000,000 new shares of the Company (the “Placing Shares”) at a price of HK$0.032 each on a best efforts basis, and all the transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto) be and are hereby approved, ratified and confirmed;

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• (ii) the Directors be and are hereby specifically authorised to allot and issue the Placing Shares in accordance with the terms of the Placing Agreements; and

• (iii) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company which he/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of the Placing Agreements and the transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto) and all acts by the Director(s) as aforesaid be and is/are hereby approved, ratified and confirmed.”

(c) “ THAT :

the authorised share capital of the Company be and is hereby increased from HK$150,000,000 divided into 15,000,000,000 shares of par value HK$0.01 each (“Shares”）to HK$650,000,000 divided into 65,000,000,000 Shares by the creation of an additional 50,000,000,000 new Shares which are to rank pari passu with the existing Shares in all respect; and the Directors be and are hereby authorised to do all things, including but not limited to the execution of all documents and exercise of the powers of the Company which the Directors may deem to be necessary or desirable to effect the aforesaid increase in authorised share capital of the Company.”

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

SPECIAL RESOLUTION

“ THAT :

• (i) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from “REX Global Entertainment Holdings Limited” to “China Baoli Technologies Holdings Limited” and a new Chinese name “中國寶力科技控股有 限公司” be and is hereby adopted as the secondary name of the Company in place of the existing secondary name of the Company “御濠娛樂控股有限公司” (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

• (ii) the Directors 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 to give effect to the Change of Company Name.”

By order of the Board

REX Global Entertainment Holdings Limited Yeung Chun Wai, Anthony Executive Director

Hong Kong, 31 March 2016

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Notes:

1. Any shareholder entitled to attend and vote at the SGM 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) in the capital of the Company, any one of such joint holders may attend and vote at the SGM, 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 SGM 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 SGM.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the SGM 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.

As at the date of this notice, the executive Directors are Mr. Yeung Chun Wai, Anthony, Ms. Chu Wei Ning, Mr. Chen Domingo and Mr. Wong King Shiu, Daniel; and the independent non-executive Directors are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Lee Chi Ming.

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