Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2015

Dec 1, 2015

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.

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(Incorporated in Bermuda with limited liability)

(Stock code: 689)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an special general meeting (the ‘‘SGM’’) of EPI (Holdings) Limited (the ‘‘Company’’) will be held at 10 a.m. on Friday, 18 December 2015, at Meeting Room, Regus Business Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, approving the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT, subject to of ordinary resolutions number 2 having been passed and the conditions set out in the Underwriting Agreement (as defined below) having been satisfied:

2. (a) the underwriting agreement dated 12 November 2015, including all supplemental agreement related thereto (the ‘‘Underwriting Agreement’’) in respect of the Rights Issue (as defined below) and the transactions contemplated thereunder (including but not limited to the underwriting of the Rights Shares (as defined below) by Guotai Junan Securities (Hong Kong) Limited and Always Profit Development Limited (the ‘‘Underwriters’’)) entered into between the Company and the Underwriters (a copy of which has been produced to the Meeting marked ‘‘A’’ and signed by the chairman of the SGM for the purpose of identification), and the transactions contemplated thereunder and all actions taken or to be taken by the Company pursuant to or incidental to the Underwriting Agreement be and are hereby approved, confirmed and ratified;

3. (b) the issue by way of rights (‘‘Rights Issue’’) of not less than 3,639,268,185 shares of HK$0.01 each in the Company (‘‘Shares’’) and not more than 4,119,609,640 Shares (the ‘‘Rights Shares’’) at a subscription price of HK$0.14 per Rights Share to the qualifying shareholders (the ‘‘Qualifying Shareholders’’) of the Company whose names appear on the register of members of the Company on 30 December 2015 or such other date as may be agreed between the Company and the Underwriters in writing for the determination of the entitlements under the Rights Issue (the ‘‘Record Date’’) (other than those shareholders (the ‘‘Non-Qualifying Shareholders’’) with registered addresses outside Hong Kong whom the directors of the Company (the ‘‘Directors’’), after making relevant enquiry, consider their

4. for identification purposes only

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exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place) on the basis of five (5) Rights Share for every one (1) Share then held on the Record Date and pursuant to the terms and conditions as out in the Underwriting Agreement, as described in further details in a circular issued by the Company dated 2 December 2015 of which this notice convening the SGM forms part be and is hereby approved;

• (c) any one of the Directors be and is hereby authorised to allot and issue the Rights Shares (in their nil-paid form and fully-paid form) pursuant to and in connection with the Rights Issue notwithstanding the Rights Shares may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, any Director be and is hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements and/or the Non-Qualifying Shareholders as he deems necessary, desirable or expedient having regard to any restrictions or obligations under the bye-laws of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and

• (d) any one of the Directors be and is hereby authorised to do all such acts and things, as he may in his discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation of the Underwriting Agreement, the Rights Issue and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his opinion to implement and/ or give effect to the Underwriting Agreement, the Rights Issue and the issue of the Rights Shares and the implementation of all transactions contemplated thereunder, including but not limited to the issue and allotment of Rights Shares and to agree with such variation, amendment or waiver as, in his opinion, appropriate and in the interests of the Company and its shareholders as a whole.’’

• ‘‘THAT conditional upon the Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting listing of and permission to deal in the Shares to be issued upon the exercise of options under the share option scheme adopted by the Company on 6 November 2006 (the ‘‘Share Option Scheme’’), the existing scheme mandate limit in respect of granting of options to subscribe for Shares under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the options under the Share

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Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the Shares in issue as at the date of passing this resolution and that the Directors of the Company be and are hereby authorised, subject to compliance with the Rules Governing the Listing of Securities on the Stock Exchange, to grant options under the Share Option Scheme up to the refreshed limit and to exercise all the powers of the Company to allot, issue and deal with Shares pursuant to the exercise of such options.’’

By the order of the Board EPI (Holdings) Limited Tse Kwok Fai, Sammy Executive Director & CEO

Hong Kong, 2 December 2015

Registered Office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Room 1108–09, 11/F Hamilton HM 11 Harbour Centre Bermuda 25 Harbour Road Wanchai, Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her behalf. A proxy need 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 of shares in respect of which each such proxy is so appointed.

2. A proxy form for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a corporation, either under its common seal or under the hands of any officer or attorney duly authorised.

4. In order to be valid, the proxy form, 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 branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

5. Completion and return of a proxy form shall not preclude a member from attending and voting in person at the SGM or any adjournment thereof (as the case may be) and in such event, the proxy form appointing a proxy shall be deemed to be revoked.

6. No instrument appointing a proxy shall be valid after expiration of 12 months from the date stated on it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within 12 months from such date.

7. The voting on the resolutions will be conducted by way of poll.

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1. In the case of joint registered holders of the Shares, any one of such persons may 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.

As at the date of this notice, the board of directors comprises the non-executive chairman, namely Mr. Ho King Fung, Eric, two executive directors, namely Mr. Tse Kwok Fai, Sammy (chief executive officer) and Mr. Chan Chi Hung, Anthony, and three independent nonexecutive directors, namely Mr. Qian Zhi Hui, Mr. Teoh Chun Ming and Mr. Zhu Tiansheng.

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