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This Document Is Important and Requires Your Immediate Attention THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Scheme Document or the Scheme 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 Easy One Financial Group Limited 易易壹金融集團有限公司, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document. This Scheme Document appears for information purposes only and does not constitute an invitation or offer to purchase or subscribe for securities of Caister Limited. CAISTER LIMITED Easy One Financial Group Limited (Incorporated in the British Virgin Islands with limited liability) 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) (1) PROPOSED PRIVATISATION OF EASY ONE FINANCIAL GROUP LIMITED BY CAISTER LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE COMPANIES ACT 1981 OF BERMUDA) AND (2) PROPOSED WITHDRAWAL OF LISTING OF EASY ONE FINANCIAL GROUP LIMITED Financial Adviser to Caister Limited Independent Financial Adviser to the Independent Board Committee of Easy One Financial Group Limited ALTUS CAPITAL LIMITED Unless the context otherwise requires, capitalised terms used in this Scheme Document have the meanings set out in Part I of this Scheme Document. A letter from the EOG Board is set out on pages 23 to 32 of this Scheme Document. A letter from the Independent Board Committee containing its advice to the Disinterested Scheme Shareholders and the EOG Optionholders in respect of the Proposal and the Option Offer is set out on pages 33 to 34 of this Scheme Document. A letter from Altus Capital Limited, the Independent Financial Adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in respect of the Proposal and the Option Offer is set out on pages 35 to 71 of this Scheme Document. An explanatory statement regarding the Proposal and the Option Offer is set out on pages 72 to 100 of this Scheme Document. The actions to be taken by the Scheme Shareholders and the EOG Optionholders are set out on pages (i) to (v) of this Scheme Document. Notices convening the Court Meeting and the SGM to be held at Grand Ballroom, Lower Ground Level, Hong Kong Gold Coast Hotel, 1 Castle Peak Road, Gold Coast, Hong Kong on Tuesday, 8 September 2020 at 9:30 a.m. and 10:00 a.m. (or immediately after the conclusion or adjournment of the Court Meeting) respectively are set out on pages IV-1 to IV-2 and pages V-1 to V-3 of this Scheme Document. Whether or not you will attend the Court Meeting and/or the SGM, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the SGM, in accordance with the instructions printed on them respectively, and to deposit them at EOG’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than the respective times and dates as stated under the section headed “19. Actions to be Taken” in the explanatory statement in Part VII on pages 72 to 100 of this Scheme Document. The pink form of proxy in respect of the Court Meeting may alternatively be handed to the Chairman of the Court Meeting at the Court Meeting if it is not so deposited and the Chairman shall have absolute discretion as to whether or not to accept it. If you attend and vote at the Court Meeting and the SGM, the authority of your proxy will be deemed to be revoked. Taking into account the recent development of the epidemic caused by the coronavirus disease (COVID-19), the Company will implement the following prevention and control measures at the Court Meeting and the SGM to protect attendants from the risk of infection: (i) compulsory body temperature checks will be conducted for every attending EOG Shareholder or proxy of the Court Meeting and the SGM at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue, but will be able to vote by submitting a voting slip to the scrutineer at the entrance of the venue; (ii) every attending EOG Shareholder or proxy is required to wear a surgical mask throughout the Court Meeting and the SGM; and (iii) no food or drink will be served at the Court Meeting and/or the SGM and there will be measures in place (including any necessary partitioning arrangements) for the purposes of complying with the relevant provisions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong). Furthermore, the Company wishes to advise all of the EOG Shareholders, particularly any EOG Shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the Court Meeting and/or the SGM as a proxy to attend and vote on any of the resolutions, instead of attending the Court Meeting and/or the SGM in person. Physical attendance by an EOG Shareholder is not necessary for the purpose of exercising voting rights. The Company will closely monitor and ascertain the regulations and measures introduced or to be introduced by the Hong Kong government, and if necessary, will make further announcements in case of any update regarding the precautionary measures to be carried out at the Court Meeting and/or the SGM. This Scheme Document is issued jointly by Caister Limited and Easy One Financial Group Limited. In case of any inconsistency, the English language text of this Scheme Document and the accompanying forms of proxy shall prevail over the Chinese language text. 12 August 2020 IMPORTANT NOTICE AND ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY EOG SHAREHOLDERS Please refer to the section headed “19. Actions to be Taken” in the explanatory statement in Part VII of this Scheme Document for further information regarding the matters set out below. Actions to be taken by EOG Shareholders A pink form of proxy for use in connection with the Court Meeting and a white form of proxy for use in connection with the SGM are enclosed with copies of this Scheme Document sent to the EOG Shareholders. Whether or not you will attend the Court Meeting and/or the SGM, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the SGM, in accordance with the instructions printed on them respectively, and to deposit them at EOG’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. In order to be valid, the pink form of proxy for use in connection with the Court Meeting should be lodged not later than 9:30 a.m. on Sunday, 6 September 2020. The pink form of proxy may alternatively be handed to the Chairman of the Court Meeting at the Court Meeting. The white form of proxy for use in connection with the SGM must be lodged not later than 10:00 a.m. on Sunday, 6 September 2020. The completion and return of the relevant form of proxy will not preclude you from attending and voting in person at the relevant meeting should you so wish. In such event, the authority of your proxy for that meeting will be deemed to be revoked. Even if you do not appoint a proxy and you do not attend and vote at the Court Meeting and/or the SGM, you will still be bound by the outcome of the Court Meeting and/or the SGM. You are therefore strongly encouraged to cast your vote. At the Court Meeting, each holder of Scheme Shares (other than HKSCC Nominees Limited), present and voting either in person or by proxy, is entitled to vote all of the Scheme Shares registered in his/her/its name(s) either FOR the Scheme or AGAINST the Scheme, but not some FOR the Scheme and some AGAINST the Scheme. Each holder of Scheme Shares is only entitled to submit one proxy form for the Court Meeting. If more than one proxy form for the Court Meeting is submitted by a holder of Scheme Shares and the voting instructions require the proxies to vote both FOR and AGAINST the Scheme, the proxy forms will not be accepted. If more than one proxy form for the Court Meeting is submitted by a holder of Scheme Shares and the voting instructions require the proxies to vote either FOR or AGAINST the Scheme but not both FOR and AGAINST the Scheme, the Chairman of the Court Meeting shall have absolute discretion as to whether or not to accept those proxy forms.
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