China Smartpay Group Holdings Limited

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in 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 Smartpay Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser and transferee. 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 Smartpay Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 8325) (1) ADOPTION OF THE SHARE OPTION SCHEME OF ORIENTAL PAYMENT GROUP HOLDINGS LIMITED AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING A notice convening the extraordinary general meeting (the EGM ) of China Smartpay Group Holdings Limited (the Company ) to be held at Office No. 01, 31st Floor, Hong Kong Plaza, 188 Connaught Road West, Hong Kong on Friday, 28 December 2018 at 11:00 a.m., is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company s Hong Kong share registrar and transfer office, Union Registrars Limited at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked. This circular will remain on the Latest Company Announcements page of the GEM website at for at least 7 days from the date of its posting and on the website of the Company at 10 December 2018

2 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized 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. Given that the companies listed on GEM are generally small and mid-sized companies, 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. i

3 CONTENTS Pages Definitions... 1 Letter from the Board Introduction Adoption of the OPG Share Option Scheme EGM and Proxy Arrangement Recommendation Responsibility Statement General Information... 8 Appendix Summary of the Principal Terms of the OPG Share Option Scheme... 9 Notice of EGM... EGM-1 ii

4 DEFINITIONS In this circular, the following expressions shall have the following meanings unless the context otherwise requires: Board the board of Directors; close associate(s) has the meaning ascribed thereto under the GEM Listing Rules; Companies Ordinance the Companies Ordinance (Chapter 622 of the Laws of Hong Kong); Company China Smartpay Group Holdings Limited ( ), an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM; core connected person(s) has the meaning ascribed thereto under the GEM Listing Rules; Director(s) director(s) of the Company; EGM or Extraordinary General Meeting the extraordinary general meeting of the Company to be held at Office No. 01, 31st Floor, Hong Kong Plaza, 188 Connaught Road West, Hong Kong on Friday, 28 December 2018 at 11:00 a.m. or any adjournment thereof; GEM GEM of the Stock Exchange; GEM Listing Rules the Rules Governing the Listing of Securities on GEM; Group the Company and its subsidiaries; HK$ Hong Kong dollars, the lawful currency of Hong Kong; Hong Kong the Hong Kong Special Administrative Region of the PRC; Latest Practicable Date 6 December 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; Listing Division the Listing Division of the Stock Exchange; 1

5 DEFINITIONS OPG Oriental Payment Group Holdings Limited ( ), an indirect non-wholly owned subsidiary of the Company, an exempted company incorporated in the Cayman Islands with limited liability and the shares of which are listed on GEM (stock code: 8613); OPG Board the board of the OPG Directors; OPG Director(s) director(s) of OPG; OPG Group OPG and its subsidiaries; OPG Share(s) ordinary share(s) of HK$0.01 each in the issued share capital of OPG; OPG Shareholder(s) holder(s) of OPG Share(s); OPG Share Offer share offer of OPG; OPG Share Option Scheme the share option scheme adopted on 18 September 2018 by the written resolutions of all the then OPG Shareholders; PRC the People s Republic of China; Proposed Spin-off the proposed spin-off and separate listing of the Group s card acquiring business in Thailand on GEM; Prospectus the prospectus of OPG dated 27 September 2018 in respect of the OPG Share Offer; Share(s) ordinary share(s) of HK$0.01 each in the issued share capital of the Company; Shareholder(s) holder(s) of Shares; Stock Exchange The Stock Exchange of Hong Kong Limited; subsidiary has the meaning ascribed thereto under the GEM Listing Rules; and % per cent. 2

6 LETTER FROM THE BOARD China Smartpay Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 8325) Executive Directors: Mr. Yan Dinggui (Executive Deputy Chairman) Dr. Cao Guoqi Mr. Song Xiangping Non-executive Director: Mr. Zhang Huaqiao (Chairman) Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Independent non-executive Directors: Mr. Wang Yiming Mr. Lu Dongcheng Dr. Yuan Shumin Dr. Zhou Jinhuang Head Office and Principal Place of business in Hong Kong: Office No. 01, 31 st Floor Hong Kong Plaza 188 Connaught Road West Hong Kong 10 December 2018 To the Shareholders Dear Sir or Madam, (1) ADOPTION OF THE SHARE OPTION SCHEME OF ORIENTAL PAYMENT GROUP HOLDINGS LIMITED AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING 1. INTRODUCTION Reference is made to the announcements of the Company dated 3 December 2017, 14 February 2018, 11 September 2018, 13 September 2018, 24 September 2018, 27 September 3

7 LETTER FROM THE BOARD 2018, 15 October 2018 and 16 October 2018, in which the Board announced, inter alia, the following matters: (i) the Company submitted a spin-off proposal to the Stock Exchange on 19 July 2017 pursuant to Practice Note 3 of the GEM Listing Rules; (ii) after market hours on 1 December 2017, the Stock Exchange agreed that the Company may proceed with the Proposed Spin-off; (iii) on 14 February 2018, a listing application (Form 5A) was submitted to the Stock Exchange for an application for the separate listing of the then Group s Thailand business and the listing of, and permission to deal in, the OPG Shares on GEM, followed by its renewal on 17 August 2018; and (iv) the completion of the Proposed Spin-off and the OPG Share Offer took place on 16 October Following the completion of the OPG Share Offer, dealings in the OPG Shares on GEM commenced at 9:00 a.m. on Tuesday, 16 October The purpose of this circular is to provide the Shareholders with information regarding the resolution to be proposed at the EGM relating to, inter alia, adoption of the OPG Share Option Scheme to enable the Shareholders to make informed decisions as to whether to vote for or against the resolution. 2. ADOPTION OF THE OPG SHARE OPTION SCHEME As OPG is a subsidiary of the Company, the OPG Share Option Scheme is a share option scheme governed by Chapter 23 of the GEM Listing Rules. Accordingly, the adoption of the OPG Share Option Scheme is subject to the Shareholders approval at a general meeting in accordance with Rule 23.02(1) of the GEM Listing Rules. The OPG Share Option Scheme has been adopted by the written resolutions of all the then OPG Shareholders on 18 September The terms of the OPG Share Option Scheme comply with the applicable requirements under the provisions of Chapter 23 of the GEM Listing Rules. The purpose of the OPG Share Option Scheme is to enable OPG to grant options to selected participants as incentives or rewards for their contribution to the OPG Group. A summary of the principal terms of the OPG Share Option Scheme is set out in the Appendix to this circular. 4

8 LETTER FROM THE BOARD Pursuant to the OPG Share Option Scheme, the OPG Board is authorised to exercise discretion in determining, among others, any minimum period for which an option must be held, any performance targets that must be achieved and any other conditions that must be fulfilled before the relevant option can be exercised upon the grant of an option to a participant. It is believed that this will provide OPG with more flexibility in imposing appropriate conditions and help facilitate the achievement of the purpose of the OPG Share Option Scheme, which is primarily to provide incentives and rewards to the selected participants for their contribution to the OPG Group. At the EGM, an ordinary resolution will be proposed for the Company to approve, among others, the OPG Share Option Scheme. As at the Latest Practicable Date, no option under the OPG Share Option Scheme has been granted and therefore, the Board considers that it is not appropriate to state the value of the options that may be granted pursuant to the OPG Share Option Scheme as if they have been granted at the Latest Practicable Date, since a number of variables which are crucial for the calculation of the value of the options have not been determined by OPG. Such variables include exercise price, exercise period, vesting period (if any) and any other relevant factors to be determined by OPG. The Board believes that any calculation of the value of the options as at the Latest Practicable Date based on a large number of speculative assumptions would not be meaningful and would be misleading to the Shareholders. No trustee has been appointed under the OPG Share Option Scheme. None of the Director is and will be a trustee of the OPG Share Option Scheme or has a direct or indirect interest in the trustee. A copy of the OPG Share Option Scheme will be available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Office No. 01, 31st Floor, Hong Kong Plaza, 188 Connaught Road West, Hong Kong, during the 14-day period immediately preceding the EGM and at the EGM. 5

9 LETTER FROM THE BOARD Conditions precedent of the OPG Share Option Scheme According to the Prospectus, the adoption of the OPG Share Option Scheme is conditional upon: (i) the Listing Division granting approval of the listing of, and permission to deal in, the OPG Shares on GEM, which the OPG Shares may fall to be issued pursuant to the exercise of options granted under the OPG Share Option Scheme; (ii) upon the obligations of the Underwriters (as defined in the Prospectus) under the Underwriting Agreements (as defined in the Prospectus) becoming unconditional and such obligations not being terminated in accordance with the terms of the Underwriting Agreement (as defined in the Prospectus); and (iii) the commencement of dealings in the OPG Shares on the Stock Exchange. As at the Latest Practicable Date, all of the aforesaid conditions precedent of the OPG Share Option Scheme had been fulfilled. The total number of the OPG Shares which may be issued upon exercise of all options to be granted under the OPG Share Option Scheme must not in aggregate exceed 10% of the total number of OPG Shares in issue at the time dealings in the OPG Shares first commenced on the Stock Exchange on 16 October 2018, which amounts to 100,000,000 OPG Shares. 3. EGM AND PROXY ARRANGEMENT The EGM will be held at Office No. 01, 31st Floor, Hong Kong Plaza, 188 Connaught Road West, Hong Kong on Friday, 28 December 2018 at 11:00 a.m. and the notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular. At the EGM, an ordinary resolution will be proposed to approve, inter alia, the adoption of the OPG Share Option Scheme. Pursuant to the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. Accordingly, all the proposed resolutions will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 17.47(4) of the GEM Listing Rules. 6

10 LETTER FROM THE BOARD As at the Latest Practicable Date, to the best of the Directors knowledge, information and belief, having made all reasonable enquires, none of the Shareholders has any direct or indirect material interest in the adoption of the OPG Share Option Scheme, and therefore no Shareholder is required to abstain from voting on the ordinary resolution to adopt the OPG Share Option Scheme. A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the GEM website ( and the Company s website ( respectively. Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company s Hong Kong share registrar and transfer office, Union Registrars Limited at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the form of proxy shall be deemed to be revoked. 4. RECOMMENDATION The Board (including the independent non-executive Directors) considers that the ordinary resolution to be proposed in relation to the adoption of the OPG Share Option Scheme is in the interests of the Company and the Shareholders as a whole and therefore, recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM. 5. RESPONSIBILITY STATEMENT This circular, 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 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. 7

11 LETTER FROM THE BOARD 6. GENERAL INFORMATION Your attention is also drawn to the Appendix (Summary of the Principal Terms of the OPG Share Option Scheme) to this circular. Yours faithfully, For and on behalf of the Board of China Smartpay Group Holdings Limited Yan Dinggui Executive Deputy Chairman 8

12 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME This Appendix summarises the principal terms of the OPG Share Option Scheme. 1. Purpose The purpose of the OPG Share Option Scheme is to enable OPG to grant options to selected participants as incentives or rewards for their contribution to the OPG Group. 2. Who may join The OPG Directors may, at their absolute discretion, invite any person belonging to any of the following classes of participants, to take up options to subscribe for OPG Shares: (a) any employee or proposed employee (whether full-time or part-time and including any executive director), consultants or advisers of or to OPG, any of the subsidiaries or any entity (the Invested Entity ) in which the OPG Group holds an equity interest; (b) any non-executive directors (including independent non-executive directors) of OPG, any of the subsidiaries or any Invested Entity; (c) any supplier of goods or services to any member of the OPG Group or any Invested Entity; (d) any customer of the OPG Group or any Invested Entity; (e) any person or entity that provides research, development or other technological support to the OPG Group or any Invested Entity; (f) any OPG Shareholders or any member of the OPG Group or any Invested Entity or any holder of any securities issued by any member of the OPG Group or any Invested Entity; and for the purposes of the OPG Share Option Scheme, the options may be granted to any company wholly-owned by one or more persons belonging to any of the above classes of participants. For the avoidance of doubt, the grant of any options by OPG for the subscription of OPG Shares or other securities of the OPG Group to any person who falls within any of the above classes of participants shall not, by itself, unless the OPG Directors otherwise determine, be construed as a grant of option under the OPG Share Option Scheme. 9

13 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME The basis of eligibility of any of the above classes of participants to the grant of any options shall be determined by the OPG Directors from time to time on the basis of the participants contribution to the development and growth of the OPG Group. In order for a person to satisfy the OPG Directors that he is qualified to be (or where applicable, continues to be qualified to be) a participant, such person shall provide all such information as the OPG Directors may request for the purpose of assessing his eligibility (or continuing eligibility). 3. Maximum number of OPG Shares (a) The maximum number of OPG Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the OPG Share Option Scheme and any other share option schemes of OPG must not in aggregate exceed 30% of OPG s issued share capital from time to time. No options may be granted under any schemes of OPG or the subsidiary of OPG if such grant will result in the maximum number being exceeded. (b) The total number of OPG Shares which may be issued upon exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the OPG Share Option Scheme) to be granted under the OPG Share Option Scheme and any other share option scheme of the OPG Group must not in aggregate exceed 10% of the total number of OPG Shares in issue at the time dealings in the OPG Shares first commence on the Stock Exchange (excluding the OPG Shares which may be issued pursuant to exercise of the offer size adjustment option and the options that may be granted under the OPG Share Option Scheme) which amounts to 100,000,000 OPG Shares (the General Mandate Limit ). (c) Subject to (a) above and without prejudice to (d) below, OPG may issue a circular to the OPG Shareholders in compliance with Note (1) to Rule 23.03(3) and Rule of the GEM Listing Rules and/or such other requirements as prescribed in the GEM Listing Rules and seek approval of the OPG Shareholders in general meeting to refresh the General Mandate Limit provided that the total number of OPG Shares which may be issued upon exercise of all options to be granted under the OPG Share Option Scheme and any other share option schemes of the OPG Group must not exceed 10% of the OPG Shares in issue as at the date of approval of the refreshed limit and for the purpose of calculating the limit, options (including those outstanding, cancelled or lapsed in accordance with the OPG Share Option Scheme or exercised options) previously granted under the OPG Share Option Scheme and any other share option schemes of the OPG Group will not be counted. 10

14 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME (d) Subject to (a) above and without prejudice to (c) above, OPG may issue a circular to the OPG Shareholders in compliance with Note (1) to Rule 23.03(3) and Rule of the GEM Listing Rules and/or such other requirements as prescribed in the GEM Listing Rules and seek separate OPG Shareholders approval in general meeting to grant options beyond the General Mandate Limit or, if applicable, the limit referred to in (c) above to participants specifically identified by OPG before such approval is sought. 4. Maximum entitlement of each participant and connected persons (a) Unless approved by the OPG Shareholders, the total number of OPG Shares issued and to be issued upon exercise of all options granted under the OPG Share Option Scheme and any other share option schemes of OPG (including both exercised and outstanding options) to each participant in any 12-month period must not exceed 1% of the OPG Shares in issue (the Individual Limit ). (b) Any further grant of options in excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to the OPG Shareholders in compliance with the Note to Rule 23.03(4) and Rule of the GEM Listing Rules and/or such other requirements as prescribed in the GEM Listing Rules and the approval of the OPG Shareholders in general meeting with such participant and his close associates (or his associates if the participant is a connected person) abstaining from voting. The number and terms (including the exercise price) of options to be granted to such participant must be fixed before the OPG Shareholders approval and the date of the OPG Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the exercise price under Note (1) to Rule 23.03(9) of the GEM Listing Rules. (c) In addition to the OPG Shareholders approval set out in Note (1) to Rule 23.03(3) and Note to Rule 23.03(4) of the GEM Listing Rules, each grant of options to a director, chief executive or substantial shareholder of OPG or any of their respective associates must be approved by the independent non-executive the OPG Directors (excluding any independent non-executive director of OPG who is the grantee of the options). 11

15 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME (d) Where any grant of options to a substantial shareholder or an independent non-executive director of OPG or any of their respective associates would result in the OPG Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) under the OPG Share Option Scheme or any other share option schemes of OPG to such person in the 12-month period up to and including the date of such grant: (i) representing in aggregate more than 0.1% of the OPG Shares in issue; and (ii) having an aggregate value, based on the closing price of the OPG Shares at the date of each grant, in excess of HK$5 million, such further grant of options must be approved by the OPG Shareholders. OPG must send a circular to the OPG Shareholders. All of the grantees of the relevant options and their associates and all core connected persons of OPG must abstain from voting in favour at such general meeting. Any such connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such option must be taken on a poll. 5. Minimum period of holding an option and performance target The OPG Directors may, at their absolute discretion, fix any minimum period for which an option must be held, any performance targets that must be achieved and any other conditions that must be fulfilled before the relevant option can be exercised upon the grant of an option to a participant. 6. Subscription price for OPG Shares The subscription price of an OPG Share in respect of any option granted under the OPG Share Option Scheme, subject to any adjustments made in accordance with the OPG Share Option Scheme, shall be such price as the OPG Directors at their absolute discretion shall determine, provided that such price shall not be less than the highest of (i) the average closing price of the OPG Shares as stated in the Stock Exchange s daily quotations sheet for the five business days immediately preceding the date of grant of the option (which must be a business day); (ii) the closing price of the OPG Shares as stated in the Stock Exchange s daily quotations sheet on the date of grant of the option (which must be a business day); and (iii) the par value of an OPG Share. A consideration of HK$1.00 is payable on acceptance of the offer of the grant of an option. 12

16 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME 7. Rights are personal to grantee An option granted under the OPG Share Option Scheme shall not be transferable or assignable and is personal to the grantee. 8. Time of exercise of option An option may be accepted by a participant within 28 days from the date of the offer of grant of the option. 9. Rights on ceasing employment or death If the grantee of an option, who is an employee of the OPG Group or any Invested Entity at the time of the grant of the option, ceases to be an employee of the OPG Group or Invested Entity for any reason other than death, ill-health or retirement in accordance with his contract of employment or certain other grounds, before exercising the option in full, the option (to the extent not already exercised) shall lapse on the date of cessation or termination and not be exercisable unless the OPG Directors otherwise determine, in which case the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as the OPG Directors may determine following the date of such cessation or termination, which date shall be the last day on which the grantee was actually at work with the OPG Group or the relevant Invested Entity, whether salary is paid in lieu of notice or not. Failing such exercise, the option will lapse. If the grantee of an option, who is an employee of the OPG Group or any Invested Entity at the time of the grant of the option, ceases to be an employee of OPG or Invested Entity by reason of death, ill-health or retirement in accordance with his contract of employment, before exercising the option in full, the grantee or, if appropriate his lawful personal representative(s) may exercise the option in whole or in part (to the extent not already exercised) within a period of 12 months following the date of cessation of employment which date shall be the last day on which the grantee was at work with the OPG Group or any Invested Entity, whether salary is paid in lieu of notice or not (or such longer period as the OPG Directors may determine), failing which it will lapse. 13

17 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME 10. Rights on a general offer, a compromise or arrangement If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of OPG Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, OPG shall use all reasonable endeavors to procure that such offer is extended to all the grantees (or their personal representative(s)) on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the options granted to them, OPG Shareholders. If such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional or such scheme or arrangement is formally proposed to the OPG Shareholders, a grantee (or his personal representative(s)) shall, notwithstanding any other terms on which his options were granted, be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee s notice to OPG in accordance with the provisions of the OPG Share Option Scheme at any time thereafter and up to the close of such offer (or any revised offer) or the record date for entitlements under scheme of arrangement, as the case may be. If a compromise or arrangement between OPG and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of OPG or its amalgamation with any other company or companies, OPG shall give notice thereof to all grantees on the same date as OPG despatches to each member or creditor of OPG a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each grantee (or his personal representative(s)) shall be entitled to exercise all or any of his options in whole or in part (to the extent not already exercised) at any time prior to 12:00 noon (Hong Kong time) on the day immediately preceding the date of the meeting directed to be convened by the court for the purposes of considering such compromise or arrangement. With effect from the date of such meeting, the rights of all grantees to exercise their respective options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all options shall, to the extent that they have not been exercised, lapse and determine. The OPG Directors shall endeavour to procure that the OPG Shares issued as a result of the exercise of options hereunder shall for the purposes of such compromise or arrangement form part of the issued share capital of OPG on the effective date thereof and that such OPG Shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not approved by the court, the rights of grantees to exercise their respective options shall with effect from the date of the making of the order by the court be restored in full and shall thereupon become exercisable as if such compromise or arrangement had not been proposed by OPG and no claim shall lie against OPG or any of the officers of OPG for any loss or damage sustained by any grantee as a result of the aforesaid suspension. 14

18 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME 11. Rights on winding up In the event of an effective resolution being proposed for the voluntary winding up of OPG during the option period, the grantee of an option (or his personal representative(s)) may, subject to the provisions of all applicable laws, by notice in writing to OPG elect to exercise the option (to the extent not already exercised) either to its full extent or to the extent specified in such notice within two business days prior to the proposed general meeting of OPG considering such winding up, such notice to be accompanied by the subscription price for the OPG Shares in respect of which the notice is given, whereupon the grantee will be entitled, in respect of the OPG Shares falling to be allotted and issued upon the exercise of his option, to receive out of the assets available in the liquidation pari passu with the holders of OPG Shares such sum as would have been received in respect of the OPG Shares the subject of such election. Subject to the above, an option will lapse automatically (to the extent not exercised) on the date of commencement of the winding up of OPG. 12. Ranking of OPG Shares The OPG Shares to be allotted and issued upon the exercise of an option will be subject to all the provisions of OPG s memorandum of association and articles of association for the time being in force and will rank pari passu in all respects with the then existing fully paid OPG Shares in issue on the date on which the option is duly exercised or, if that date falls on a day when the register of members of OPG is closed, the first day of the re-opening of the register of members (the Exercise Date ) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefore shall be before the Exercise Date. An OPG Share allotted and issued upon the exercise of an option shall not carry voting rights until the name of the grantee has been duly entered on the register of members of OPG as the holder thereof. 13. Period of the OPG Share Option Scheme and option period Unless terminated by OPG by resolution in general meeting, the OPG Share Option Scheme shall be valid and effective for a period of 10 years commencing on the date on which the OPG Share Option Scheme becomes unconditional. 15

19 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME Further, in respect of any particular option, a period (which may not end later than 10 years from the date on which an offer is made to a selected participant) to be determined and notified by the OPG Directors to the grantee thereof and, in the absence of such determination, from the date of acceptance of the offer of such option to the earlier of the date on which such option lapses pursuant to the OPG Share Option Scheme and 10 years from the from the date on which an offer is made to a selected participant, which must be a business day. 14. Alteration of the OPG Share Option Scheme The OPG Share Option Scheme may be altered in any respect by a resolution of the OPG Directors except that any material alteration to its terms and conditions, any change to the terms of options granted (except for changes which automatically take effect under the existing terms of the OPG Share Option Scheme) and the matters contained in the relevant provisions of the GEM Listing Rules shall not be altered to the advantage of the grantees or prospective grantees without the prior sanction of any resolution of OPG in general meeting. The amended terms of the OPG Share Option Scheme or the options must still comply with the applicable requirements under the GEM Listing Rules. Any change to the authority of the OPG Directors or scheme administrators in relation to any alteration to the terms of the OPG Share Option Scheme must be approved by the OPG Shareholders in general meeting. 15. Effect of alterations to capital In the event of any alteration in the capital structure of OPG whilst any option remains exercisable or the OPG Share Option Scheme remains in effect, and such event arises from a capitalisation of profits or reserves, rights issue, consolidation, subdivision or reduction of the share capital or otherwise howsoever, then, in any such case, OPG shall instruct the auditors for the time being or the independent financial adviser to OPG to certify in writing the adjustment, if any, to be made either generally or as regards any particular grantee, to (a) the number of OPG Shares to which the OPG Share Option Scheme or any option(s) relates (insofar as it is/they are unexercised), and/or (b) the subscription price of any unexercised option, and/or (c) the maximum number of OPG Shares referred to in the sub-paragraph headed 3. Maximum number of OPG Shares above, (d) and an adjustment as so certified by the auditors or the independent financial adviser to OPG shall be made, provided that (i) any such adjustment shall be made on the basis that the aggregate subscription price payable by a grantee on the full exercise of any option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event; (ii) no such adjustment shall be made the effect of which would be to enable an OPG Share to be issued at less than its nominal value; (iii) no such adjustment shall be made the effect of which would be to increase the proportion of the 16

20 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME issued share capital of OPG for which any grantee would have been entitled to subscribe had he exercised all the options held by him immediately prior to such adjustment; (iv) the issue of OPG Shares or securities of OPG as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and (v) for the avoidance of doubt, any adjustments shall be made in compliance with the GEM Listing Rules and the Supplementary Guidance on Main Board Listing Rule 23.03(13)/GEM Listing Rules 23.03(13) and the note immediately after the rule set out in the letter from the Stock Exchange to all listed issuers dated 5 September 2005 or other relevant guidance as the Stock Exchange may from time to time issue. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, such auditors or independent financial adviser must confirm to the OPG Directors in writing that the adjustments satisfy the requirements that they give a participant the same proportion (or rights in respect of the same proportion) of the equity capital as that to which that person was previously entitled. 16. Cancellation of options The OPG Directors may effect the cancellation of any options granted but not exercised on such terms as may be agreed with the relevant grantee, as the OPG Directors may in their absolute discretion see fit and in a manner that complies with all applicable legal requirements for cancellation. Where OPG cancels any options granted and offer to grant or grant new options to the same grantee, the offer or grant of such new options may only be made under the OPG Share Option Scheme if there are available unissued options (excluding the cancelled options) within each of the limits as referred of in the subparagraph headed 3. Maximum Number of OPG Shares above. 17. Conditions of the OPG Share Option Scheme The OPG Share Option Scheme is conditional on (i) the Listing Division granting approval of the listing of, and permission to deal in, the OPG Shares on the GEM, which OPG Shares may fall to be issued pursuant to the exercise of options granted under the OPG Share Option Scheme; (ii) upon the obligations of the Underwriters (as defined in the Prospectus) under the Underwriting Agreements (as defined in the Prospectus) becoming unconditional (including, if relevant, as a result of the waiver of any conditions by the Sole Global Coordinator (as defined in the Prospectus), the Bookrunner (as defined in the Prospectus) and/or the Lead Manager (as defined in the Prospectus), for itself and on behalf of the Underwriters) and such obligations not being terminated in accordance with the terms of the Underwriting Agreement; and (iii) the commencement of dealings in the OPG Shares on the Stock Exchange. 17

21 APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE OPG SHARE OPTION SCHEME 18. Termination of the OPG Share Option Scheme OPG may by resolution in general meeting at any time terminate the operation of OPG Share Option Scheme and in such event no further options will be offered but in all other respects the provisions of OPG Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any outstanding options granted prior to such termination or otherwise as may be required in accordance with the provisions of the OPG Share Option Scheme and outstanding options granted prior to such termination shall continue to be valid and exercisable in accordance with the provisions of the OPG Share Option Scheme. Details of the options granted, including options exercised or outstanding, under OPG Share Option Scheme and (if applicable) options that become void or non-exercisable as a result of the termination must be disclosed in the circular to OPG Shareholder seeking approval of the first new scheme to be established after such termination. 19. Status of the GEM Listing Rules The OPG Share Option Scheme shall comply with the GEM Listing Rules as amended from time to time. In the event that there are differences between the terms of the OPG Share Option Scheme and the GEM Listing Rules, the GEM Listing Rules shall prevail. 20. Present status of the OPG Share Option Scheme As at the Latest Practicable Date, no option has been granted or agreed to be granted under the OPG Share Option Scheme. Further, OPG will not grant any option under the OPG Share Option Scheme at any time before the passing of the resolution in relation to the adoption of the OPG Share Option Scheme. Approval has been granted by the Listing Division for the listing of, and permission to deal in, the OPG Shares which may be issued pursuant to the exercise of any options granted under the OPG Share Option Scheme, as described above on 15 October

22 NOTICE OF EXTRAORDINARY GENERAL MEETING China Smartpay Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 8325) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the Meeting ) of China Smartpay Group Holdings Limited (the Company ) will be held at Office No. 01, 31st Floor, Hong Kong Plaza, 188 Connaught Road West, Hong Kong on Friday, 28 December 2018 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company: ORDINARY RESOLUTION THAT the adoption of share option scheme (a copy of which will be produced to the Meeting and will be initialled by the chairman of the Meeting for the purpose of identification) by an indirect non-wholly owned subsidiary of the Company, Oriental Payment Group Holdings Limited (the OPG Share Option Scheme ) be and are hereby approved, confirmed and ratified and that the directors of the Company (the Director(s) ) be and are hereby authorised to do all such acts and/or execute all such documents as may be necessary, desirable or expedient to implement and to give full effect to OPG Share Option Scheme. By order of the Board China Smartpay Group Holdings Limited Yan Dinggui Executive Deputy Chairman Hong Kong, 10 December 2018 EGM-1

23 NOTICE OF EXTRAORDINARY GENERAL MEETING Head Office and Principal Place of Business in Hong Kong: Office No. 01, 31st Floor Hong Kong Plaza 188 Connaught Road West Hong Kong Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Notes: 1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 2. Completion and return of the form of proxy will not preclude a member from attending and voting at the Meeting or at any adjournment thereof if he/she so wishes. In the event that a member who has lodged a form of proxy attends the Meeting, his/her form of proxy will be deemed to have been revoked. 3. To be valid, a form of proxy, 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 Union Registrars Limited, the Company s Hong Kong share registrar and transfer office, at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. 4. In order to ascertain shareholders rights for attending and voting at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with Union Registrars Limited, the Company s Hong Kong share registrar and transfer office, at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Thursday, 20 December If Typhoon Signal No. 8 or above, or a black rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will publish an announcement on the website of the Company at and on the GEM website at to notify members of the date, time and venue of the rescheduled meeting. As at the date of this circular, the board of Directors comprises (i) three executive Directors, namely, Mr. Yan Dinggui, Dr. Cao Guoqi and Mr. Song Xiangping; (ii) one non-executive Director, namely, Mr. Zhang Huaqiao; and (iii) four independent nonexecutive Directors, namely, Mr. Wang Yiming, Mr. Lu Dongcheng, Dr. Yuan Shumin and Dr. Zhou Jinhuang. EGM-2