Youzan Technology Limited — Proxy Solicitation & Information Statement 2018

Apr 13, 2018

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 China Innovationpay Group Limited (the “ Company ”), 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 (the “ Stock Exchange ”) 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.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (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 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.

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

PROPOSED CHANGE OF COMPANY NAME, PROPOSED AMENDMENTS TO BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company to be held at 10:00 a.m. on Tuesday, 8 May 2018 at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong (the “ SGM ”) is set out on pages 9 to 11 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time scheduled for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM (or any adjournment thereof) in person if you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the Company’s website at www.innovationpay.com.hk.

13 April 2018

CHARACTERISTICS OF THE 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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TABLE OF CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “Amendments to Bye-laws”

the proposed amendments to the Bye-laws

• “Announcement”

the announcement of the Company dated 12 April 2018 relating to the Change of Company Name and the Amendments to Bye-laws

• “Board”

the board of Directors

• “Branch Registrar”

Computershare Hong Kong Investor Services Limited, the share registrar of the Company in Hong Kong

• “Bye-laws”

• the bye-laws of the Company as may be amended from time to time

• “Change of Company Name”

• the proposed change of the English name of the Company from “China Innovationpay Group Limited” to “China Youzan Limited” and the adoption of the Chinese name “中 國有贊有限公司” as the secondary name of the Company to replace “中國創新支付集團有限公司”, the existing Chinese name of the Company

• “Closing Time”

• 48 hours before the time scheduled for the holding of the SGM or any adjourned meeting (as the case may be)

• “Company”

• China Innovationpay Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on GEM

“Director(s)”

the director(s) of the Company

• “GEM”

GEM operated by the Stock Exchange

• “GEM Listing Committee”

has the meaning ascribed thereto in the GEM Listing Rules

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DEFINITIONS

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 11 April 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong “SGM” the special general meeting of the Company to be held at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong at 10:00 a.m. on Tuesday, 8 May 2018 “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

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LETTER FROM THE BOARD

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

Executive Directors: Registered office: Guan Guisen Canon’s Court Cao Chunmeng 22 Victoria Street Yan Xiaotian Hamilton, HM 12 Bermuda

Independent Non-Executive Directors: Fong Chi Wah Principal place of business and Gu Jiawang head office in Hong Kong: Xu Yanqing Unit 2708, 27/F The Center 99 Queen’s Road Central Hong Kong

13 April 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME, PROPOSED AMENDMENTS TO BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement in relation to the Change of Company Name and the Amendments to Bye-laws.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the SGM for approving the Change of Company Name and the Amendments to Bye-laws.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “China Innovationpay Group Limited” to “China Youzan Limited” and adopt the Chinese name “中國有贊有限公司” as the secondary name of the Company to replace “中國創新支付集團有限公司”, the existing Chinese name of the Company.

Conditions for the Change of Company Name

The Change of Company Name is subject to (a) the passing of a special resolution by the Shareholders at the SGM approving the same; and (b) the Registrar of Companies in Bermuda approving the Change of Company Name.

Subject to the fulfillment of the above conditions, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and registers the secondary name of the Company and issues the certificate of incorporation on change of name and the certificate of secondary name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong. In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the Shares will also be changed after the Change of Company Name becomes effective.

Reasons for the Change of Company Name

The Group is principally engaged in third party payment services and related business, provision of third party payment system solution and sales of integrated smart point of sales devices (Onecomm) as well as general trading.

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LETTER FROM THE BOARD

On 17 March 2017, the Company entered into a sale and purchase agreement to acquire 51% of the issued share capital of Qima Holdings Limited for an aggregate consideration of HK$2,096,100,000 (the “ Youzan Acquisition ”). The Youzan Acquisition was approved by the Shareholders at the special general meeting of the Company convened on 26 January 2018 and is expected to be completed within this month. For details of the Youzan Acquisition, please refer to the announcements of the Company dated 28 March 2017, 26 January 2018 and 29 March 2018 and the circular of the Company dated 2 January 2018.

Qima Holdings Limited is the parent company of Youzan Group which is principally engaged in the e-commerce business involving provision of a variety of online and offline solutions and services in relation to virtual wholesaling and retailing in the People’s Republic of China. It is the intention of the Company that the Group will, immediately following completion of the Youzan Acquisition, replace the existing third party payment service providers of Youzan Group and gradually become the sole third party payment service provider of Youzan Group. Such expansion is expected to contribute positively and expand the Group’s number of contracted merchants and increase the transaction volume using the Group’s third party payment services.

The Board considers that the Change of Company Name will better reflect and provide the Company with a more appropriate identification of the aforesaid development strategy with Youzan Group and is therefore in the best interests of the Company and Shareholders as a whole.

Effects on the Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. Other than the change of the English stock short name and the Chinese stock short name to be announced by the Company following the Change of Company Name becoming effective, the trading arrangements for the shares of the Company on GEM will not be affected. After the Change of Company Name becomes effective, any new issue of share certificates will be issued in the new English name and the new secondary name of the Company. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becomes effective, remain to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new names of the Company.

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LETTER FROM THE BOARD

Further announcement(s) will be made by the Company to inform the Shareholders of the poll results of the SGM, the effective date of the Change of Company Name and the corresponding change in the stock short names for trading of the Shares.

3. PROPOSED AMENDMENTS TO THE BYE-LAWS

The Board proposes to amend the Bye-laws to adjust the maximum number of Directors comprising the Board.

As stated in Bye-law 89 of the Bye-laws, the number of Directors shall not be less than two and shall not be more than nine. The existing Board comprises six Directors, including three executive Directors and three independent non-executive Directors. Following the anticipated completion of the Youzan Acquisition, the Company may appoint additional Directors and/or senior managerial staff to cope with the expansion of the Group’s business operations. As such, the Board proposes to adjust the maximum number of Directors comprising the Board from nine to fifteen for flexibility purpose. Details of the amendments are set out as follows:

Original bye-law in the Bye-laws Amended bye-law in the Bye-laws Bye-law 89 Bye-law 89

The number of Directors shall not be less than two and shall not be more than nine. The Company shall keep at the Registered Office a register of its directors and officers in accordance with the Statutes.

The number of Directors shall not be less than two and shall not be more than fifteen . The Company shall keep at the Registered Office a register of its directors and officers in accordance with the Statutes.

The Amendments to Bye-laws are subject to the passing of a special resolution by the Shareholders at the SGM.

The legal advisers to the Company as to Hong Kong laws and Bermuda laws have respectively confirmed that the Amendments to Bye-laws comply with the requirements of the Listing Rules and do not violate the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the Amendments to Bye-laws for a Bermuda company listed on the Stock Exchange. The Chinese translation of the Amendments to Bye-laws set out in the Chinese version of this circular is for reference only. In case there is any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail.

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LETTER FROM THE BOARD

4. SGM

To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder will be required to abstain from voting on the resolutions approving the Change of Company Name and the Amendments to Bye-laws.

The Company will convene the SGM at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong at 10:00 a.m. on Tuesday, 8 May 2018 at which resolutions will be proposed for the purpose of considering and, if thought fit, approving the resolutions set out in the notice of the SGM as set out on pages 9 to 11 of this circular.

A form of proxy for use in connection with the SGM is enclosed herewith. Whether or not you intend to be present and vote at the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Branch Registrar, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time scheduled for the holding of the SGM or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish. If you attend and vote at the SGM, the authority of your proxy will be revoked.

5. LISTING RULES REQUIREMENT

Pursuant to Rule 17.47(4) of the GEM Listing Rules, voting by the Shareholders at the SGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolutions set out in the notice of the SGM will be voted on by way of poll. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that the Change of Company Name and the Amendments to Byelaws are in the best interests of the Company, the Group and the shareholders as a whole and so recommend the shareholders to vote in favour of the resolutions to be proposed at the SGM.

Yours faithfully, For and on behalf of China Innovationpay Group Limited Guan Guisen

Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of China Innovationpay Group Limited (the “ Company ”) will be held at Unit 2708, 27/F, The Center, 99 Queen’s Road Central, Hong Kong at 10:00 a.m. on Tuesday, 8 May 2018 for the following purposes:

SPECIAL RESOLUTIONS

As special business, to consider and, if thought fit, pass the following resolutions as special resolutions:

1. “ THAT 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 “China Innovationpay Group Limited” to “China Youzan Limited” and the Chinese name “中國有贊有限公司” be and is hereby adopted as the secondary name of the Company (the “ Change of Company Name ”) with effect from the date of entry of the new names of the Company on the register maintained by the Registrar of Companies in Bermuda, and that the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the Change of Company Name.”

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NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT the bye-laws of the Company (the “ Bye-laws ”) be and are hereby amended by deleting the existing bye-law 89 in its entirety and substituting therefor the following the new bye-law 89:–

“89. The number of Directors shall not be less than two and shall not be more than fifteen. The Company shall keep at the Registered Office a register of its directors and officers in accordance with the Statutes.””

By Order of the Board China Innovationpay Group Limited Guan Guisen Chairman

Hong Kong, 13 April 2018

Head Office and Principal Place of Business: Unit 2708, 27/F. The Center 99 Queen’s Road Central Hong Kong

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or, if he/she is the holder of two or more shares of the Company, more than one proxy to attend and, subject to the provisions of the Bye-laws, to vote on his behalf. A proxy needs not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are encouraged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish and in such event, the form of proxy shall be deemed to be revoked.

3. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time scheduled for holding the SGM or any adjournment thereof.

4. In the case of joint holders of shares of the Company, any one of such holders may attend and vote at the SGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

5. The register of members will be closed from 3 May 2018 to 8 May 2018 both days inclusive, during which no transfer of shares will be registered. In order to be entitled to attend and vote at the SGM to be held on Tuesday, 8 May 2018, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/ F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. (Hong Kong Time) on 2 May 2018.

6. As at the date of this notice, the Board comprises three executive Directors, namely Mr. Guan Guisen, Mr. Cao Chunmeng and Mr. Yan Xiaotian; and three independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Gu Jiawang and Mr. Xu Yanqing.

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