Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2020

May 11, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Easy Repay Finance & Investment Limited , you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the 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 their 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.

EASY REPAY FINANCE & INVESTMENT LIMITED 易還財務投資有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079)

REQUISITION OF THE SGM AND NOTICE OF THE SGM

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the SGM to be held at 701–702, 7/F, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong at 11:00 a.m. on 29 May 2020 is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular.

Whether or not you are able to attend the SGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. 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.

This circular together with a form of proxy will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the Company’s website at www.ecrepay.com.

11 May 2020

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meaning defined below:

• “Board” the board of Directors “Bye-laws” the bye-laws of the Company “Companies Act” the Companies Act 1981 of Bermuda “Company” Easy Repay Finance & Investment Limited (stock code: 8079), a company continued into Bermuda with limited liability and the issued Shares of which are listed on GEM

• “Director(s)” director(s) of the Company “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Mandate” the general mandate given to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company pursuant to a resolution duly passed by the Shareholders by way of poll at the annual general meeting of the Company held on 5 December 2019

• “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

• “Independent Shareholders” Shareholders other than Ms. Bai and her associates “Latest Practicable Date” 7 May 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Mr. Cheung” Mr. Cheung Siu Fai, the sole shareholder and director of Beta Dynamic Limited

• “Ms. Bai” Ms. Bai Yu, the registered holder of 26,093,500 Shares, representing approximately 10.86% of the issued share capital of the Company as at the Latest Practicable Date, who issued the Requisition Notice

• “Proposed Directors” together Mr. Cheung, Mr. Fong Wai Ho, Mr. Lam Chik Shun, Marcus, Mr. Leung Wai Kei, Mr. Wong Ka Wai and Mr. Wong Yiu Kui

– 1 –

DEFINITIONS

“Requisition”	the requisition for the convening of the SGM to consider and,
	if thought fit, to approve the Requisitioned Resolutions put
	forward in the Requisition Notice
“Requisition Notice”	the requisition notice dated 15 April 2020 issued by Ms. Bai
	containing the Requisition
“Requisitioned Resolutions”	the resolutions to be proposed at the SGM pursuant to the
	Requisition Notice
“SFO”	Securities and Futures Ordinance (Cap. 571, Laws of Hong
	Kong)
“SGM”	the special general meeting of the Company to be held to
	consider and, if thought fit, to approve the Requisitioned
	Resolutions
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of the issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent

– 2 –

LETTER FROM THE BOARD

EASY REPAY FINANCE & INVESTMENT LIMITED 易還財務投資有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079)

Executive Directors: Mr. Shiu Yeuk Yuen Ms. Siu Yeuk Hung, Clara

Independent Non-executive Directors:

Mr. Siu Chi Yiu, Kenny Mr. Lee King Fui Mr. Ho Siu King, Stanley

Registered office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM10 Bermuda

Principal Place of Business in Hong Kong: Unit A, 8/F, D2 Place Two 15 Cheung Shun Street Cheung Sha Wan Kowloon Hong Kong 11 May 2020

To the Shareholders

Dear Sir or Madam,

REQUISITION OF THE SGM AND NOTICE OF THE SGM

THE REQUISITION

The purpose of this circular is to provide you with information in respect of the Requisitioned Resolutions.

On 23 April 2020, Ms. Bai, a registered holder of 26,093,500 Shares, representing approximately 10.86% of the issued share capital of the Company, deposited the Requisition Notice dated 15 April 2020 to the registered office of the Company at Bermuda, requesting the Board to convene the SGM in accordance with the Companies Act, the Bye-laws and other applicable laws, rules and codes for the purpose of considering and, if thought fit, approving the Requisition Resolutions as ordinary resolutions of the Company. The Requisitioned Resolutions are reproduced from the Requisition Notice as follows:

1. that the maximum number of Directors for the purposes of Bye-law 101 of the Bye-laws be fixed at 11, which number shall be deemed to include any Director appointed pursuant to any of resolutions 2 to 7 below, whether or not the appointment has taken effect;

– 3 –

LETTER FROM THE BOARD

1. that Mr. Cheung be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong (the “ Takeovers Code ”);

2. that Mr. Fong Wai Ho and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;

3. that Mr. Lam Chik Shun, Marcus be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;

4. that Mr. Leung Wai Kei be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;

5. that Mr. Wong Ka Wei be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;

6. that Mr. Wong Yiu Kui be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code; and

7. that the general mandate given to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company by an ordinary resolution passed at the annual general meeting of the Company held on 5 December 2019 be revoked with immediate effect.

– 4 –

LETTER FROM THE BOARD

The biography of the Proposed Directors is reproduced from the Requisition Notice below for Shareholders’ reference:

Mr. Cheung Siu Fai (“Mr. Cheung ”)

Mr. Cheung, aged 49, holds a Master Degree in Business Administration from The Chinese University of Hong Kong and a Bachelor Degree in Electronic Engineering from The Hong Kong Polytechnic University. Mr. Cheung is a Certified Financial Analyst. Mr. Cheung founded and is a director of Hammer Capital Asset Management Limited. Prior to founding Hammer Capital Asset Management Limited, he was the Head of Asia Pacific of the Strategic Equity Solutions of Merrill Lynch (Asia Pacific) Limited (“ Merrill Lynch ”). Prior to his position at Merrill Lynch, he was the Head of Asia Pacific of the Strategic Equity Solutions and the Managing Director of the Structured Products of Asia of Citigroup Global Markets Asia Limited. He has also held key positions in various major investment banks in Asia Pacific including Calyon Corporate & Investment Bank (presently known as Crédit Agricole Corporate & Investment Bank) and JPMorgan Chase & Co,. Mr. Cheung was an executive director of Asia Coal Limited, the shares of which were delisted from the main board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) on 18 June 2019. Mr. Cheung is currently a director of Great Wall Belt & Road Holdings Limited (stock code: 524), the shares of which are listed on the Stock Exchange.

Save as disclosed above, Mr. Cheung does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years prior to the date of this announcement or any other position with the Company and its subsidiaries or other major appointments and professional qualifications and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company which are required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”) that has not already been disclosed in compliance with the SFO.

Save as disclosed above, there is no other information regarding Mr. Cheung which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

Mr. Fong Wai Ho (“Mr. Fong ”)

Mr. Fong, aged 39, has over 15 years of experience in auditing and business advisory services. He is the founder and has been a practitioner of UBC & Co., Certified Public Accountants since March 2013. Mr. Fong has also been the practicing director of Andes Glacier CPA Limited since March 2017. Mr. Fong holds a bachelor’s degree in business administration (honours) in accountancy and management information systems awarded by City University of Hong Kong. Mr. Fong is a practicing Certified Public Accountant in Hong Kong, a member of the Association of Chartered Certified Accountants as well as a fellow of the Hong Kong Institute of Certified Public Accountants. He is a member of the Chartered Professional Accountants of British Columbia and the Chartered Professional Accountants of Canada, respectively, as well as a member of CPA Australia. Mr. Fong is currently an independent non-executive director of Global Sweeteners Holdings Limited (stock code: 3889), Perennial Energy Holdings Limited (stock code: 2798) and Great Wall Belt & Road Holdings Limited (stock code: 524) respectively, the shares of which are listed on the Stock Exchange.

– 5 –

LETTER FROM THE BOARD

Save as disclosed above, Mr. Fong does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years prior to the date of this announcement or any other position with the Company and its subsidiaries or other major appointments and professional qualifications and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information regarding Mr. Fong which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

Mr. Lam Chik Shun, Marcus (“Mr. Lam ”)

Mr. Lam, aged 42, is currently an executive director and the chief strategy officer of Perennial Energy Holdings Limited (stock code: 2798), the shares of which are listed on the Stock Exchange. At Perennial Energy Holdings Limited, Mr. Lam works closely with the Chairman of the Board and the Chief Executive Officer as well as the Board to develop corporate strategies and to guide the business through detailed strategic planning procedures. He also focuses on strengthening Perennial Energy Holding Limited’s core competency and identifying future growth organically and externally. Mr. Lam has over 19 years of experience working in the finance industry, focusing on financial management and investment. Mr. Lam holds a bachelor’s degree in commerce awarded by the University of British Columbia and a master degree in business administration awarded by Warwick Business School. He is a Chartered Financial Analyst charter holder. Mr. Lam is currently also an independent non-executive director of Great Wall Belt & Road Holdings Limited (stock code: 524), the shares of which are listed on the Stock Exchange.

Save as disclosed above, Mr. Lam does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years prior to the date of this announcement or any other position with the Company and its subsidiaries or other major appointments and professional qualifications and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information regarding Mr. Lam which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

– 6 –

LETTER FROM THE BOARD

Mr. Leung Wai Kei (“Mr. Leung ”)

Mr. Leung, aged 38, has extensive experience and expertise in financial services ranging from investment banking, derivatives trading, asset management and securities brokerage, and he has served in various financial institutions including Nomura International (Hong Kong) Limited, Lehman Brothers Asia Limited, Rabobank International and Calyon Corporate & Investment Bank. Mr. Leung is the founder and chief executive officer of China Securities Limited which provides securities brokerage services. He is currently an independent non-executive director of GTI Holdings Limited (stock code: 3344) and an independent non-executive director of Great Wall Belt & Road Holdings Limited (stock code: 524) respectively, the shares of which are listed on the Stock Exchange. Mr. Leung holds a bachelor’s degree in Business Administration (Finance & Information Systems) from The Hong Kong University of Science and Technology. He has also passed the Level 3 examination of Chartered Financial Analyst Programme.

Save as disclosed above, Mr. Leung does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years prior to the date of this announcement or any other position with the Company and its subsidiaries or other major appointments and professional qualifications and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there is no other information regarding Mr. Leung which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

Mr. Wong Ka Wai

Mr. Wong Ka Wai, aged 48, has extensive experience engaging in asset management, financial services and investments. He works in Hammer Capital Asset Management Limited and leads its investment management. Prior to that, Mr. Wong Ka Wai worked for various financial Institutions including Lippo Securities Limited, where he was responsible for equity and derivative investments for both house and discretionary accounts and The Hong Kong Chinese Bank, where he was in charge of the investment department of a branch. From 7 February to 31 March 2020, Mr. Wong Ka Wai was a director of GTI Holdings Limited (stock code: 3344), the shares of which are listed on the Stock Exchange. Mr. Wong Ka Wai worked as a management trainee in New Zealand Insurance after graduation from university, and his role was to facilitate the company to achieve the first ISO9002 in Hong Kong.

Mr. Wong Ka Wai graduated from The Chinese University of Hong Kong with a bachelor degree, majoring in Chemistry and minoring in Economics.

Save as disclosed above, as at the date of this announcement, Mr. Wong Ka Wai does not (i) hold any other position with the Company or its subsidiaries; (ii) hold any other directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; nor (iii) have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company.

– 7 –

LETTER FROM THE BOARD

As at the date of this announcement, Mr. Wong Ka Wai did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information regarding Mr. Wong Ka Wai which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

Mr. Wong Yiu Kui

Mr. Wong Yiu Kui, aged 41, has been engaged in securities industry for over a decade with extensive knowledge and experience in securities industry and investment. Currently, he works in China Securities Limited and is responsible for monitoring credit risks, trading/dealing activities, new business initiatives of discretionary portfolio management and advisory services. He specialises in basic investigation and research on investment opportunities. He worked as investment manager in Lippo Securities Limited. He has extensive experience in leading a professional team to provide investment services to both local and mainland China clients. From 7 February to 31 March 2020, Mr. Wong Yiu Kui was an independent non-executive director of GTI Holdings Limited (stock code: 3344), the shares of which are listed on the Stock Exchange.

Save as disclosed above, as at the date of this announcement, Mr. Wong Yiu Kui does not (i) hold any other position with the Company or its subsidiaries; (ii) hold any other directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; nor (iii) have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, Mr. Wong Yiu Kui did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information regarding Mr. Wong Yiu Kui which is discloseable pursuant to the requirements under Rules 17.50(2)(g) to (v) of the GEM Listing Rules and there are no other matters concerning him that need to be brought to the attention of the shareholders of the Company.

Shareholders are strongly reminded that the Requisitioned Resolutions and the above information of the Proposed Directors in the Requisition Notice have not been verified by the Board. The Directors do not take any responsibility on the content therein. Further, the original text of the information in the Requisition Notice was in English and the translation in the Chinese version herein is for reference only. If there is any inconsistency between the Chinese version and the English version, the English version shall prevail.

– 8 –

LETTER FROM THE BOARD

THE SGM

Notice of the SGM is set out on pages SGM-1 to SGM-2 to this circular. A proxy form for appointing proxy is despatched with this circular and published on the GEM website (www.hkgem.com) and the Company’s website (www.ecrepay.com). Whether or not you intend to attend the SGM, you are requested to complete the proxy form and return it to the Company’s branch share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and any adjourned meeting if you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all Requisitioned Resolutions shall be voted by poll.

The Independent Shareholders are strongly advised to consider the information set out in this circular before deciding their voting on the Requisitioned Resolutions.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 26 May 2020 to Friday, 29 May 2020 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 25 May 2020.

RESPONSIBILITY STATEMENT

This circular (save for the information directly reproduced from the Requisition Notice), for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 (i) the information contained in this circular (save for the information directly reproduced from the Requisition Notice) is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By order of the Board

Easy Repay Finance & Investment Limited

Shiu Yeuk Yuen

Chairman

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

EASY REPAY FINANCE & INVESTMENT LIMITED 易還財務投資有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Easy Repay Finance & Investment Limited (the “ Company ”) will be held at 701–702, 7/F, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong at 11:00 a.m. on 29 May 2020 for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the maximum number of directors of the board of directors (the “ Director(s) ”) of the Company for the purposes of Bye-law 101 of the bye-laws of the Company (the “ Bye-laws ”) be fixed at 11, which number shall be deemed to include any Director appointed pursuant to any of resolutions 2 to 7 below, whether or not the appointment has taken effect.”

2. “ THAT Mr. Cheung Siu Fai be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong (the “ Takeovers Code ”).”

3. “ THAT Mr. Fong Wai Ho and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code.”

4. “ THAT Mr. Lam Chik Shun, Marcus be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code.”

5. “ THAT Mr. Leung Wai Kei be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code.”

6. “ THAT Mr. Wong Ka Wei be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code.”

– SGM-1 –

NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT Mr. Wong Yiu Kui be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code.”

2. “ THAT general mandate given to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company by an ordinary resolution passed at the annual general meeting of the Company held on 5 December 2019 be revoked with immediate effect.”

On behalf of the Board Easy Repay Finance & Investment Limited Shiu Yeuk Yuen Chairman

Hong Kong, 11 May 2020

Principal Place of Business:

Unit A, 8th Floor, D2 Place Two 15 Cheung Shun Street Cheung Sha Wan, Kowloon Hong Kong

Notes:

1. A form of proxy for use at the SGM is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the SGM convened by the above notice 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.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, priority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

7. The directors of the Company as at the date of this notice are Mr. Shiu Yeuk Yuen and Ms. Siu Yeuk Hung, Clara, being executive Directors, Mr. Lee King Fui, Mr. Siu Chi Yiu, Kenny and Mr. Ho Siu King, Stanley, being independent non-executive Directors.

8. The register of members of the Company will be closed from 26 May 2020 to 29 May 2020, both dates inclusive, during which period no transfer of Shares will be registered, in order to determine the entitlement to attend and vote at the SGM. In order to be entitled to attend and vote at the SGM, unregistered holders of Shares should ensure that all transfers of Shares accompanied by the relevant Share certificates and properly completed transfer forms must be lodged for registration with the Hong Kong branch share registrar and transfer office of the Company, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 25 May 2020.

– SGM-2 –