Easy One Financial : Announcements and Notices - Notice of Special General Meeting

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Easy One Financial Group Limited

易 易 壹 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221) NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of Easy One Financial Group Limited 易易壹金融集團有限公司 (the "Company") will be held at 12:00 noon on Monday, 20 February 2017 at 27/F, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as a special resolution of the Company:

SPECIAL RESOLUTION

1. "THAT subject to and conditional upon, (i) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the New Shares (as defined below); (ii) the compliance with the relevant procedures and requirements under the laws of Bermuda, the bye-laws of the Company and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") to effect the Capital Reorganisation (as defined below); and (iii) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required to effect the Capital Reorganisation (as defined below), with effect from the first business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is the later) (the "Effective Date"):

1. every ten (10) issued and unissued ordinary share(s) of HK$0.01 par value each in the existing share capital of the Company be consolidated (the "Share Consolidation") into one (1) ordinary share(s) of HK$0.10 par value each in the share capital of the Company (the "Consolidated Share(s)");

2. the par value of each of the then issued Consolidated Shares be and is hereby reduced from HK$0.10 each to HK$0.01 each (the "New Shares") by cancelling the capital paid up thereon to the extent of HK$0.09 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.10 to HK$0.01 (the "Capital Reduction");

3. each of the then authorised but unissued Consolidated Shares of HK$0.10 par value each be and is hereby subdivided into ten (10) New Shares of HK$0.01 par value each (the "Share Subdivision");

4. the entire amount standing to the credit of the share premium account of the Company as at the Effective Date be and is hereby cancelled (the "Share Premium Cancellation", together with the Share Consolidation, the Capital Reduction and the Share Subdivision, the "Capital Reorganisation");

5. the credits arising from the Capital Reduction and the Share Premium Cancellation be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (as amended) (the "Contributed Surplus Account") and the directors of the Company (the "Directors") or a committee thereof be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account to eliminate or to set off the accumulated losses of the Company as at the Effective Date and/or to eliminate or to set off the accumulated losses of the Company which may arise from time to time and/or to pay dividend and/or to make any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and/or to use the credit in such other manner as may be permitted under the bye-laws of the Company in effect from time to time and all applicable laws without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, confirmed and ratified; and

6. the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation involving the Share Consolidation, the Capital Reduction, the Share Subdivision and the Share Premium Cancellation and to aggregate all fractional New Shares and sell them for the benefits of the Company."

By Order of the Board

EASY ONE FINANCIAL GROUP LIMITED

易易壹金融集團有限公司

Chan Chun Hong, Thomas

Chairman and Managing Director

Hong Kong, 27 January 2017

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting 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 of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish.

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 certified copy of such power of attorney or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, 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 Meeting or any adjournment thereof.

4. In the case of joint holders of shares in the Company, any one of such joint holders may vote at the Meeting, 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 be present at the Meeting 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 executive Directors are Mr. Chan Chun Hong, Thomas, Mr. Cheung Wai Kai and Ms. Stephanie and the independent non-executive Directors are Mr. Sin Ka Man, Mr. Yuen Kam Ho, George and Mr. Cheung Sau Wah, Joseph.