China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2016

Nov 23, 2016

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 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 Neway Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker 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 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.

NEWAY GROUP HOLDINGS LIMITED 中星集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee is set out on page 11 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 22 of this circular.

A notice convening the special general meeting to be held at 11:00 a.m. on Monday, 19 December 2016 at 5/F Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong is set out on pages SGM-1 to SGM-4 of this circular. Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

24 November 2016

• For identification purpose only

CONTENT

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from Messis Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company held on 30 June 2016

“associate(s)”

has the meaning as ascribed to it in the Listing Rules

“Bye-laws”

the bye-laws of the Company as amended from time to time

“Board”

the board of Directors

“Company”

Neway Group Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

“Director(s)”

the director(s) of the Company

“Existing General Mandate”

the general mandate approved and granted to the Directors at the AGM to allot, issue and deal with Shares up to a maximum of 20% of the aggregate number of issued Shares as at the date of the AGM

“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

“Independent Board Committee”

the independent committee of the Board comprising all independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the Refreshed General Mandate

– 1 –

DEFINITIONS

• “Independent Financial Adviser” or “Messis Capital”

• “Independent Shareholders”

• “Latest Practicable Date”

• “Listing Rules”

• “PRC”

• “Placing”

• “Refreshed General Mandate”

• Messis Capital Limited, a corporation licensed under the SFO to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate

• Shareholders other than any controlling Shareholders and their associates or, where there are no controlling Shareholders, Shareholders other than Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates

• 21 November 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

the placing of 42,270,000 Shares to not less than six placees, which Shares were allotted and issued under the Existing General Mandate, details of which are set out in the announcements of the Company dated 27 September 2016 and 11 October 2016

a general and unconditional mandate proposed to be granted to the Directors at the SGM to exercise the powers of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate number of issued Shares as at the date of passing the relevant resolution

– 2 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company convened to
	be held at 11:00 a.m. on Monday, 19 December 2016 for
	the purpose of considering, and if thought fit, approving
	the proposed grant of the Refreshed General Mandate, the
	notice of which is set out on pages SGM-1 to SGM-4 of this
	circular
“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

– 3 –

LETTER FROM THE BOARD

NEWAY GROUP HOLDINGS LIMITED 中星集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

Executive Directors: Mr. SUEK Ka Lun, Ernie (Chairman) Mr. SUEK Chai Hong (Chief Executive Officer)

Non-executive Directors: Dr. NG Wai Kwan Mr. CHAN Kwing Choi, Warren Mr. WONG Sun Fat

Independent non-executive Directors: Mr. TSE Tin Tai Ms. LUI Lai Ping, Cecily Mr. LEE Kwok Wan

Registered office: Clarendon House Church Street Hamilton, HM11 Bermuda

Principal place of business in Hong Kong: Chung Tai Printing Group Building 11 Yip Cheong Street On Lok Tsuen, Fanling New Territories Hong Kong

Alternate Director:

Mr. LAU Kam Cheong (alternate to Dr. NG Wai Kwan)

24 November 2016

To the Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with (i) information in respect of the resolution to be proposed at the SGM regarding the proposed grant of the Refreshed General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshed General Mandate; and (iv) notice of the SGM.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Existing General Mandate to allot, issue and deal with up to 42,273,891 Shares, representing 20% of the aggregate number of issued Shares as at the date of the AGM. There had not been any refreshment of the Existing General Mandate since the AGM up to the Latest Practicable Date.

Fund raising activities under the Existing General Mandate

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Existing General Mandate since the AGM up to the Latest Practicable Date.

				Actual
				use of proceeds
Date of		Net proceeds	Intended	as at the Latest
announcement	Event	(approximately)	use of proceeds	Practicable Date
27 September 2016 and	Placing of 42,270,000	HK$19.36 million	It was intended that the net	Not yet utilised
11 October 2016	new Shares at		proceeds would be utilised
	HK$0.47 per Share		as to (i) approximately
			two-third for the renovation
			of the manufacturing
			facilities of the Group in
			the PRC and the acquisition
			of machinery for the
			manufacturing of the printing
			products of the Group; and
			(ii) approximately one-third
			for the general working
			capital of the Group.

The unutilised net proceeds from the Placing as mentioned above are expected to be applied as initially intended and are currently deposited in an interest bearing savings account of the Company.

Extent of Existing General Mandate utilised

Subsequent to the completion of the Placing as set out above, there only remained 3,891 Shares that may be allotted, issued or dealt with under the Existing General Mandate as at the Latest Practicable Date. Such number only represents approximately 0.0015% of the issued Shares as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

Effects on shareholding structure of the Company

The table below illustrates the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company):

Shareholders CNA Company Limited (Note 1) Mr. Suek Chai Hong (Note 2) Mr. Wong Sun Fat (Note 3) Dr. Ng Wai Kwan (Note 4) Public Shareholders Shares to be issued under the Refreshed General Mandate Total: Notes:	(i) As at the Latest Practicable Date No. of Shares Approximate % (Note 5) 39,872,000 15.720 700,000 0.276 100,000 0.039 8,000 0.003 212,959,456 83.961 – – 253,639,456 100.000	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % (Note 5) 39,872,000 13.100 700,000 0.230 100,000 0.033 8,000 0.003 212,959,456 69.968 50,727,891 16.667 304,367,347 100.000	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % (Note 5) 39,872,000 13.100 700,000 0.230 100,000 0.033 8,000 0.003 212,959,456 69.968 50,727,891 16.667 304,367,347 100.000
			100.000

1. CNA Company Limited is beneficially owned by a discretionary trust set up by Mr. Suek Ka Lun, Ernie (“ Mr. Ernie Suek ”), an executive Director and the chairman of the Board. The beneficiaries of the discretionary trust include certain family member(s) of Mr. Ernie Suek and a charitable institution set up in Hong Kong.

2. Mr. Suek Chai Hong is an executive Director and the chief executive officer of the Company and the uncle of Mr. Ernie Suek.

3. Mr. Wong Sun Fat is a non-executive Director.

4. Dr. Ng Wai Kwan is a non-executive Director and the uncle of Mr. Ernie Suek.

5. The aggregate percentage may not add up to 100% due to rounding.

– 6 –

LETTER FROM THE BOARD

Reasons for the proposed grant of the Refreshed General Mandate

The Group is principally engaged in (i) lending business; (ii) manufacturing and sales of printing products; (iii) music and entertainment businesses; (iv) property development and investment; (v) securities trading; and (vi) trading of printing products.

The Group has formulated business strategies on its various segments including, among others, (i) to actively secure new customers and allocate more financial resources to expand the lending business in the future; (ii) to continue to enhance the streamlining of production process to reduce wastage, recruit talents, provide value-added services and upgrade its technology infrastructure in the manufacturing and sales of printing products business; and (iii) to allocate more resources in talent cultivation and organisation of concerts and shows, to invest in the PRC film and entertainment market, as well as to identify and evaluate potential projects in the PRC and overseas countries in the music and entertainment business.

The Group has also commenced a new business on the design and development of platforms and software for the gaming industry since 2014 and has been looking into the investment potential of internet technology industry.

Considering the Group’s funding requirement for implementing its business plans as outlined above, the Board would like to provide flexibility for the Company to raise funds through equity financing. Given that equity financing (i) does not incur any interest expenses on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital gain and/or prospective investment opportunity as and when it arises, the Board proposes the grant of the Refreshed General Mandate.

Based on the total number of issued Shares as at the Latest Practicable Date (i.e. 253,639,456 Shares) and assuming that there is no change in the issued share capital of the Company prior to the date of the SGM, the Refreshed General Mandate, if granted, will allow the Directors to allot and issue up to 50,727,891 new Shares.

As at the Latest Practicable Date, the Directors had no intention to utilise the Refreshed General Mandate, if granted, to allot and issue Shares but may do so in the future if (i) there is an increased demand in the Group’s working capital requirement and capital commitment; and (ii) new business opportunities arise in the future that cannot be met by internal cash resources and requires additional funding.

The Refreshed General Mandate, if granted, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws, the laws of Bermuda or any other applicable laws; or (c) the date on which the authority given under the relevant resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.

– 7 –

LETTER FROM THE BOARD

SGM

The SGM will be held at 11:00 a.m. on Monday, 19 December 2016 at 5/F Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong for the Independent Shareholders to consider and approve, if thought fit, the proposed grant of the Refreshed General Mandate. The notice of the SGM is set out on pages SGM-1 to SGM-4 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting 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 resolution set out in the notice of the SGM will be voted on by way of poll. An announcement on the poll results will be made by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As the grant of the Refreshed General Mandate is to be proposed to the Shareholders before the Company’s next annual general meeting, pursuant to the Listing Rules, this proposal is subject to the Independent Shareholders’ approval by way of poll at the SGM. According to Rule 13.36(4) of the Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate.

As there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, holding in aggregate of 44,398,400 Shares, will abstain from voting in favour of the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

Mr. Ernie Suek, an executive Director and the chairman of the Board, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 39,872,000 Shares (representing approximately 15.720% of the issued Shares) as at the Latest Practicable Date.

Mr. Suek Chai Hong, an executive Director and the chief executive officer of the Company, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 2,710,400 Shares (representing approximately 1.069% of the issued Shares) as at the Latest Practicable Date.

Mr. Wong Sun Fat, a non-executive Director, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 110,000 Shares (representing approximately 0.043% of the issued Shares) as at the Latest Practicable Date.

– 8 –

LETTER FROM THE BOARD

Dr. Ng Wai Kwan, a non-executive Director, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 1,706,000 Shares (representing approximately 0.673% of the issued Shares) as at the Latest Practicable Date.

As at the Latest Practicable Date, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates had indicated that they have no intention to vote against the resolution to approve the proposed grant of the Refreshed General Mandate at the SGM.

The Independent Board Committee, comprising Mr. Tse Tin Tai, Ms. Lui Lai Ping, Cecily and Mr. Lee Kwok Wan, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate. Messis Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed grant of the Refreshed General Mandate.

You will find enclosed a form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the SGM or any adjournment thereof to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. 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 should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

Save as disclosed in this circular, at the Latest Practicable Date, there were no other persons who are required to abstain from voting in favour of the resolution for approving the proposed grant of the Refreshed General Mandate at the SGM.

RECOMMENDATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 11 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 12 to 22 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate and the principal factors considered by it in arriving at its recommendation.

– 9 –

LETTER FROM THE BOARD

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the best interests of the Company and the Shareholders as a whole and accordingly recommends the Independent Shareholders to vote in favour of the resolution relating to the proposed grant of the Refreshed General Mandate at the SGM.

Accordingly, the Directors (including the independent non-executive Directors) consider that the proposed grant of the Refreshed General Mandate is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole. Therefore, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 document misleading.

Yours faithfully,

For and on behalf of the Board NEWAY GROUP HOLDINGS LIMITED SUEK Ka Lun, Ernie Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

NEWAY GROUP HOLDINGS LIMITED 中星集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

24 November 2016

To the Independent Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, details of which are set out in the circular of the Company to the Shareholders dated 24 November 2016 (“ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of Independent Financial Adviser in relation thereto as set out in the Circular, we are of the view that the proposed grant of the Refreshed General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the proposed grant of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the proposed grant of the Refreshed General Mandate.

Yours faithfully,

Independent Board Committee Mr. TSE Tin Tai Ms. LUI Lai Ping, Cecily Mr. LEE Kwok Wan Independent Independent Independent non-executive Director non-executive Director non-executive Director

• For identification purpose only

– 11 –

LETTER FROM MESSIS CAPITAL

The following is the full text of the letter of advice from the Independent Financial Adviser setting out its advice to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate for inclusion in this circular.

24 November 2016

To: The Independent Board Committee and the Independent Shareholders of Neway Group Holdings Limited

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the proposed grant of the Refreshed General Mandate, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular of the Company to the Shareholders dated 24 November 2016 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Pursuant to Rule 13.36(4) of the Listing Rules, the proposed grant of the Refreshed General Mandate requires the approval of the Independent Shareholders at the SGM at which any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution regarding the proposed grant of the Refreshed General Mandate. To the best of the Company’s information and belief after having made reasonable enquiries, as at the Latest Practicable Date, there was no controlling Shareholder, and (i) Mr. Suek Ka Lun, Ernie (“ Mr. Ernie Suek ”), an executive Director and the chairman of the Board, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 39,872,000 Shares (representing approximately 15.720% of the issued Shares); (ii) Mr. Suek Chai Hong, an executive Director and the chief executive officer of the Company, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 2,710,400 Shares (representing approximately 1.069% of the issued Shares); (iii) Mr. Wong Sun Fat, a non-executive Director, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights

– 12 –

LETTER FROM MESSIS CAPITAL

in respect of 110,000 Shares (representing approximately 0.043% of the issued Shares); and (iv) Dr. Ng Wai Kwan, a non-executive Director, and his associate(s) were in aggregate holding and entitled to exercise control over the voting rights in respect of 1,706,000 Shares (representing approximately 0.673% of the issued Shares). Accordingly, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, holding in aggregate of 44,398,400 Shares (representing approximately 17.505% of the issued Shares) as at the Latest Practicable Date, shall abstain from voting in favour of the relevant resolution to approve the proposed grant of the Refreshed General Mandate.

The Independent Board Committee, comprising Mr. Tse Tin Tai, Ms. Lui Lai Ping, Cecily and Mr. Lee Kwok Wan, all being independent non-executive Directors, has been established to advise the Independent Shareholders on the proposed grant of the Refreshed General Mandate. We, Messis Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. In the last two years, we have acted as the independent financial adviser to the independent board committee and the independent shareholders of the Company for the following transactions (the “ Previous Appointment ”):

Date of announcement

Nature of the transaction

• 25 April 2016 (1) Exempted continuing connected transaction – tenancy agreement; and

• (2) Major transaction and connected transaction: acquisition of 100% of the issued share capital of Supreme Cycle Inc.

With regard to our independence from the Company, it is noted that (i) apart from normal professional fees paid or payable to us in connection with the Previous Appointment as well as the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence; (ii) we have maintained our independence from the Company during the Previous Appointment; (iii) the service fees received separately or aggregately from the Previous Appointment and the current appointment do not constitute a significant portion of our total revenue, and (iv) our independence from the Company has not been

– 13 –

LETTER FROM MESSIS CAPITAL

compromised because of the Previous Appointment. Accordingly, we consider that the Previous Appointment would not affect our independence, and that we are independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Refreshed General Mandate, we have relied on the information and facts provided by the Company and have assumed that any representations made to us are true, accurate and complete. We have also relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company for which they are solely and wholly responsible, and which we have assumed were true and accurate at the time when they were provided and will continue to be so as at the date of the despatch of the Circular.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any statement in the Circular misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted any independent investigation into the business and affairs of the Group.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the proposed grant of the Refreshed General Mandate, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

– 14 –

LETTER FROM MESSIS CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the proposed grant of the Refreshed General Mandate, we have taken the following principal factors and reasons into consideration:

1. Background of and reasons for the proposed grant of Refreshed General Mandate

Pursuant to an ordinary resolution passed by the Shareholders at the AGM, the Directors were granted the Existing General Mandate to allot, issue and deal with up to 42,273,891 Shares, being 20% of the entire issued share capital of the Company of 211,369,456 Shares as at the date of the AGM.

Subsequently, the Company announced on 27 September 2016 and completed on 11 October 2016 the Placing of 42,270,000 new Shares at a placing price of HK$0.47 per Share raising net proceeds of approximately HK$19.36 million. The Company has not made any refreshment of the Existing General Mandate since the AGM up to the Latest Practicable Date. As such, the Existing General Mandate had been utilised as to 42,270,000 Shares, representing approximately 99.99% of the Existing General Mandate as at the Latest Practicable Date.

Subsequent to the completion of the Placing as mentioned above, there remained 3,891 Shares that can be issued, allotted and dealt with under the Existing General Mandate, representing approximately 0.0015% of the total number of issued Shares as at the Latest Practicable Date. As at the Latest Practicable Date, the Company had a total of 253,639,456 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the grant of the Refreshed General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the Refreshed General Mandate would allow the Directors to issue, allot and deal with up to 50,727,891 new Shares, representing 20% of the total number of issued Shares as at the date of the SGM. The Refreshed General Mandate would allow the Group to have higher flexibility to raise funds for its business expansion and development of the manufacturing and sales of printing products, lending and gaming businesses.

Hence, we consider that it is justifiable for the Company to refresh the Existing General Mandate and for the Board to have proposed to seek the approval of Independent Shareholders at the SGM to grant the Refreshed General Mandate such that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of the SGM.

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LETTER FROM MESSIS CAPITAL

Information of the Group

The Group is principally engaged in (i) lending business; (ii) manufacturing and sales of printing products; (iii) music and entertainment businesses; (iv) property development and investment; (v) securities trading; and (vi) trading of printing products.

We noted from the annual report of the Company for the year ended 31 December 2015 (the “ AR 2015 ”) that the Group recorded a net loss of approximately HK$67.5 million for the year ended 31 December 2015, as compared to a net loss of approximately HK$78.8 million for the nine months ended 31 December 2014. As set out in the AR 2015, the loss was mainly attributable to (i) loss recorded in the manufacturing and sales segment and music and entertainment segment during 2015; (ii) the net fair value loss on held-fortrading investments at fair value of approximately HK$6.7 million recorded during 2015; (iii) the impairment loss on non-current assets in the manufacturing and sales segment and the music and entertainment segment; and (iv) the impairment loss recognised in respect of available-for-sales investment.

We also noted from the interim report of the Company for the six months ended 30 June 2016 (the “ IR 2016 ”) that the Group recorded a net profit of approximately HK$39.5 million for the six months ended 30 June 2016, as compared to a net loss of approximately HK$32.9 million for the six months ended 30 June 2015. As set out in the IR 2016, such turnaround was mainly as a result of (i) the turnaround from loss to profit of the manufacturing and sales of printing products business due to the increase in revenue recorded and the reduction in staff and material costs following the streamlining of the production process and increased productivity; (ii) an investment return generated from the Group’s investments in two movies in the PRC; (iii) a net fair value gain from held-for-trading investments as compared to a fair value loss in the corresponding period in 2015; and (iv) the absence of an impairment loss on the non-current assets of the Group for the six months ended 30 June 2016.

As further mentioned in the AR 2015 and IR 2016, the Group will continue to strengthen, develop and diversify its portfolio to further establish a sustainable business growth. The Group will remain committed to this diversification strategy to generate a stable return and promising business growth to its Shareholders.

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LETTER FROM MESSIS CAPITAL

We have analysed, on the other hand, the latest financial position of the Group. Based on the audited consolidated statement of financial position of the Company as contained in AR 2015, the Group recorded net assets of approximately HK$847.1 million as at 31 December 2015, slightly higher than that of HK$821.4 million as at 31 December 2014 due to an increase in the Group’s current assets. It is noted that although the cash and cash equivalents and short-term bank deposits of the Group as at 30 June 2016 amounted to approximately HK$231.9 million, the Group requires such amount for its business operations and development.

Recent business developments of the Group

According to the IR 2016, the Group has formulated business strategies on its various segments including, among others, (i) to actively secure new customers and allocate more financial resources to expand the lending business in the future; (ii) to continue to enhance the streamlining of production process to reduce wastage, recruit talents, provide valueadded services and upgrade its technology infrastructure in the manufacturing and sales of printing products business; and (iii) to allocate more resources in talent cultivation and organisation of concerts and shows, to invest in the PRC film and entertainment market, as well as to identify and evaluate potential projects in the PRC and overseas countries in the music and entertainment business.

As further mentioned in the AR 2015 and IR 2016, the Group has commenced a new business of the design and development of platforms and software for the gaming industry since 2014 and has been looking into the investment potential of internet technology industry. The Group believed that the gaming business could diversify the Group’s income stream and broaden its revenue base. As mentioned in the announcement of the Company dated 7 December 2015, the Group has commenced a new business activity in the PRC by acting as an exclusive top-level operator of neighbourhood stores of Vinux (Beijing) Information Technology Co., Limited for a term of two years (subject to fulfilment of certain performance targets), renewable for successive terms of one year each upon mutual agreement. During the six months ended 30 June 2016, the operation of the neighbourhood stores in Weifang city of Shandong province through a wholly-owned subsidiary of the Company has fulfilled the performance target for the first quarter and eight stores had been established in Weifang city as at 30 June 2016.

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LETTER FROM MESSIS CAPITAL

On 25 April 2016, the Group announced that a wholly-owned subsidiary of the Company entered into a sale and purchase agreement in relation to the acquisition of 100% of the issued share capital of Supreme Cycle Inc., a company incorporated in the British Virgin Islands with limited liability, at a consideration which shall not be more than HK$95 million. The principal business activity of Supreme Cycle Inc. is investment holding and property investment and its principal assets are the properties in Yuen Long. As at the Latest Practicable Date, the Group has paid HK$10 million as refundable deposit to the vendor. The remaining balance of HK$85 million will be paid at the completion of the acquisition in accordance with the terms and conditions of the sale and purchase agreement and is expected to utilise a large sum of the available cash of the Group.

Having considered (i) the financial position of the Group as at 30 June 2016 as represented by its cash and bank balances of approximately HK$231.9 million and taking into account the requirement of funds for implementing its business strategies as mentioned above; (ii) that there only remained 3,891 Shares (representing approximately 0.0015% of the total number of issued Shares as at the Latest Practicable Date) that may be allotted, issued or dealt with under the Existing General Mandate; and (iii) that the proposed grant of the Refreshed General Mandate will provide the Group with additional options and flexibility to raise funds in a timely manner in order to implement its business strategies where necessary, and will help improving the working capital position of the Company, we therefore concur with the Directors’ view that the proposed granting of the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

2. Fund raising activities of the Company in the past twelve months

Save for the fund raising activity mentioned below, the Company has not carried out other fund raising activities under the Existing General Mandate since the AGM up to the Latest Practicable Date:

				Actual use of
				net proceeds as
				at the Latest
Date of				Practicable
announcement	Fund raising activity	Net proceeds raised	Intended use of net proceeds	Date
27 September 2016 and	Placing of 42,270,000 new	Approximately	It was intended that the net proceeds	Not yet utilised
11 October 2016	Shares at HK$0.47 each	HK$19.36 million	would be utilised as to (i) approximately
			two-third for the renovation of the
			manufacturing facilities of the Group
			in the PRC and the acquisition of
			machinery for the manufacturing of the
			printing products of the Group; and (ii)
			approximately one-third for the general
			working capital of the Group

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LETTER FROM MESSIS CAPITAL

As at the Latest Practicable Date, the net proceeds from the abovementioned equity fund raising activity had not been utilised. The unutilised net proceeds are expected to be applied as initially intended and are currently deposited in an interest bearing savings account of the Company. The Directors consider that the granting of the Refreshed General Mandate is intended to provide financial flexibility to the Company for raising funds for its business expansion and development of businesses. As at the Latest Practicable Date, the Directors had no current plan to utilise the Refreshed General Mandate. Taking into consideration that (i) the unutilised portion of the proceeds raised from the Company’s recent fund raising activity as mentioned above is expected to be applied as initially intended; and (ii) the fact that the Company had no present plan on equity fund raising for specific purposes as at the Latest Practicable Date, we concur with the Directors’ view that maintaining financial flexibility of the Group is conducive to its future business development and investment and that the proposed granting of the Refreshed General Mandate will provide more flexibility and financing options to the Group.

Based on the above, we concur with the Directors’ view that the granting of the Refreshed General Mandate is fair and reasonable, and in the interest of the Company and its Shareholders as a whole.

3. Other financing alternatives

As advised by the Company, apart from equity financing, the Group will also consider other financing alternatives such as debt financing and bank borrowings before making any investment decisions. The Group will consider the cost and other terms of the financing alternatives before deciding on the means of financing in order to maximise the benefit of the Shareholders. Furthermore, these alternatives will usually incur interest burden on the Group and may be subject to, including but not limited to, lengthy due diligence and negotiations with the banks as well as pledge of assets of the Group given the loss making position of the Group for the years ended 31 December 2014 and 31 December 2015. The Group will also consider other pre-emptive equity financing methods such as rights issue and open offer other than the equity financing under the Refreshed General Mandate, taking into account the timing of the funding needs as compared with the time required for carrying out a rights issue/open offer, the then market condition, and the interest expressed by and the terms offered by any prospective underwriters in respect of rights issue/open offer, which we consider as reasonable factors to be taken into consideration when deciding the merits of such pre-emptive equity financings. In general, we consider that rights issue or open offer may be more time consuming as compared to direct placement of shares and would incur substantial costs in terms of legal costs and underwriting commission. Furthermore, the Company may consider seeking Shareholders’ approval for a specific mandate to issue new Shares if appropriate in the circumstances. It is noted that it takes relatively longer time to obtain a specific

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LETTER FROM MESSIS CAPITAL

mandate for the allotment and issue of new Shares as compared with utilising the general mandate. Hence, seeking a specific mandate for allotment and issue of new Shares may not be a suitable means for satisfying the financing need for prospective investment opportunity that requires timely commitment. The Directors advised us that they would exercise due and careful consideration when choosing the best method of financing for the Group.

Given the aforementioned reasons, we consider that the Refreshed General Mandate will provide the Company with an additional alternative of equity funding and enhance the financing flexibility of the Company for future business development and expansion and/or pursuing investment opportunities, and we consider that the Refreshed General Mandate is in the interests of the Company and the Shareholders as a whole.

4. Potential dilution to Independent Shareholders’ shareholdings

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purposes only, immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company):

Shareholders CNA Company Limited (Note 1) Mr. Suek Chai Hong (Note 2) Mr. Wong Sun Fat (Note 3) Dr. Ng Wai Kwan (Note 4) Public Shareholders Shares to be issued under the Refreshed General Mandate Total	(i) As at the Latest Practicable Date No. of Shares Approximate % (Note 5) 39,872,000 15.720 700,000 0.276 100,000 0.039 8,000 0.003 212,959,456 83.961 – – 253,639,456 100.000	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % (Note 5) 39,872,000 13.100 700,000 0.230 100,000 0.033 8,000 0.003 212,959,456 69.968 50,727,891 16.667 304,367,347 100.000	(ii) Immediately upon the allotment and issue of Shares by the Company pursuant to the Refreshed General Mandate (assuming the Refreshed General Mandate is utilised in full and no further Shares are issued or repurchased by the Company) No. of Shares Approximate % (Note 5) 39,872,000 13.100 700,000 0.230 100,000 0.033 8,000 0.003 212,959,456 69.968 50,727,891 16.667 304,367,347 100.000
			100.000

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LETTER FROM MESSIS CAPITAL

Notes:

1. CNA Company Limited is beneficially owned by a discretionary trust set up by Mr. Ernie Suek an executive Director and the chairman of the Board. The beneficiaries of the discretionary trust include certain family member(s) of Mr. Ernie Suek and a charitable institution set up in Hong Kong.

2. Mr. Suek Chai Hong is an executive Director and the chief executive officer of the Company and the uncle of Mr. Ernie Suek.

3. Mr. Wong Sun Fat is a non-executive Director.

4. Dr. Ng Wai Kwan is a non-executive Director and the uncle of Mr. Ernie Suek.

5. The aggregate percentage may not add up to 100% due to rounding.

As illustrated in the above table, assuming no Shares will be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, 50,727,891 new Shares can be issued upon full utilisation of the proposed Refreshed General Mandate, representing 20% of the total number of issued Shares as at the date of SGM, and the aggregate shareholding of the existing public Shareholders will be diluted from approximately 83.961% as at the Latest Practicable Date to approximately 69.968% upon full utilisation of the Refreshed General Mandate, representing a potential maximum decrease in shareholding of approximately 13.993%.

Taking into account that the granting of the Refreshed General Mandate would (i) allow the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting which is expected to be held in about June 2017, which is approximately seven months away from the Latest Practicable Date; (ii) provide more flexibility and financing options to the Group for its current and future business development, and such flexibility is considered to outweigh the dilution effect to the existing Shareholders as the Company would be able to respond in a timely and effective manner to take advantages of any material investment opportunities for the benefit of the Company and its Shareholders as a whole; (iii) strengthen the capital base and financial position of the Company; (iv) provide the Company with an additional financing alternative other than debt financing, pro-rata equity financing and equity financing under specific mandate; and (v) only dilute the shareholding interests of all Shareholders in the Company in proportion to their respective shareholdings upon any utilisation of the Refreshed General Mandate, we are of the opinion that such potential dilution to the shareholdings of the existing public Shareholders as just mentioned is acceptable.

In view of the above, we consider that the grant of the Refreshed General Mandate is in the interest of the Company and the Shareholders as a whole.

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LETTER FROM MESSIS CAPITAL

RECOMMENDATION

Having taken into account the principal factors and reasons referred in the above, we are of the view that the granting of the Refreshed General Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the granting of the Refreshed General Mandate.

Yours faithfully, For and on behalf of Messis Capital Limited

Robert Siu Erica Law Managing Director Associate Director

Mr. Robert Siu is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Messis Capital Limited for type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 15 years of experience in corporate finance industry.

Ms. Erica Law is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Messis Capital Limited to carry out type 6 (advising on corporate finance) regulatory activity under the SFO and has over 5 years of experience in corporate finance industry.

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NOTICE OF SGM

NEWAY GROUP HOLDINGS LIMITED 中星集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (“ Meeting ”) of Neway Group Holdings Limited (“ Company ”) will be held at 11:00 a.m. on Monday, 19 December 2016 at 5/F Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the general mandate granted to the directors of the Company (“ Directors ”) to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 30 June 2016 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) subject to paragraph (d) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (“ Shares ”), and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (c) the approval in paragraph (b) of this resolution shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• For identification purpose only

SGM – 1

NOTICE OF SGM

• (d) the aggregate number of Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares pursuant to the bye-laws of the Company;

• (iii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or

• (iv) a specific authority granted or to be granted by the shareholders of the Company in a general meeting,

shall not exceed 20% of the aggregate number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly;

• (e) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (d) above shall be adjusted to the effect that the number of Shares subject to such limit as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same; and

• (f) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company, the laws of Bermuda or any other applicable laws; or

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in a general meeting.

SGM – 2

NOTICE OF SGM

“ Rights Issue ” means an offer of the Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of the Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of the Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

On behalf of the Board NEWAY GROUP HOLDINGS LIMITED SUEK Ka Lun, Ernie Chairman

Hong Kong, 24 November 2016

Registered office: Clarendon House Church Street Hamilton, HM11 Bermuda

Principal Place of Business in Hong Kong: Chung Tai Printing Group Building 11 Yip Cheong Street On Lok Tsuen, Fanling New Territories Hong Kong

SGM – 3

NOTICE OF SGM

Notes:

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

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (3) Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof and in such event the instrument appointing a proxy shall be deemed to be revoked.

• (4) As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll.

As at the date of this notice, the directors of the Company are Mr. Suek Ka Lun, Ernie (chairman) and Mr. Suek Chai Hong (chief executive officer) being the executive directors; Dr. Ng Wai Kwan, Mr. Chan Kwing Choi, Warren and Mr. Wong Sun Fat being the non-executive directors; and Mr. Tse Tin Tai, Ms. Lui Lai Ping, Cecily and Mr. Lee Kwok Wan, being the independent non-executive directors; and Mr. Lau Kam Cheong being the alternate director to Dr. Ng Wai Kwan.

SGM – 4