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

Mar 8, 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 licensed securities dealer, 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 or 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 CAPITAL REORGANISATION; PROPOSED CHANGE IN BOARD LOT SIZE; AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 11:00 a.m. on Friday, 1 April 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-3 of this circular. Whether or not you are able 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 instrument appointing a proxy shall be deemed to be revoked.

9 March 2016

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 22 February 2016 in relation to the Capital Reorganisation and the Change in Board Lot Size

• “Board” the board of Directors

• “Business Day(s)”

• any day(s) (excluding a Saturday, Sunday and public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “Capital Reduction”

• the proposed reduction of the par value of each of the then issued Consolidated Shares from HK$0.50 to HK$0.01 by cancelling the paid-up capital to the extent of HK$0.49 on each of the then issued Consolidated Shares and (where applicable) the cancellation of any fractional Consolidated Shares in the issued share capital of the Company which may arise from the Share Consolidation

• “Capital Reorganisation” the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Sub-division

• “CCASS”

• the Central Clearing and Settlement System operated by HKSCC

• “Change in Board Lot Size” the proposed change in board lot size for trading in the Shares from 20,000 Existing Shares to 10,000 New Shares upon the Capital Reorganisation becoming effective

• “Companies Act”

• the Companies Act 1981 of Bermuda

• “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

– 1 –

DEFINITIONS

“Consolidated Share(s)”

share(s) of par value of HK$0.50 each in the share capital of the Company immediately upon the Share Consolidation becoming effective but before the Capital Reduction and the Share Sub-division becoming effective

• “Director(s)”

the director(s) of the Company

“Existing Share(s)”

share(s) of par value of HK$0.05 each in the share capital of the Company prior to the Capital Reorganisation becoming effective

“Group”

the Company and its subsidiaries

“HKSCC”

Hong Kong Securities Clearing Company Limited

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date”

4 March 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Share(s)”

share(s) of par value of HK$0.01 each in the share capital of the Company immediately upon the Capital Reorganisation becoming effective

“Registrar”

the branch share registrar and transfer office of the Company in Hong Kong, being Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

– 2 –

DEFINITIONS

“SGM” the special general meeting of the Company convened to be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong at 11:00 a.m. on Friday, 1 April 2016 for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation, the notice of which is set out on pages SGM-1 to SGM-3 of this circular “Share(s)” Existing Share(s), Consolidated Share(s) and/or New Share(s), as the case may be “Share Consolidation” the proposed consolidation of every 10 issued and unissued Existing Shares of par value of HK$0.05 each in the share capital of the Company into 1 Consolidated Share of par value of HK$0.50 “Share Sub-division” the proposed sub-division of each of the then authorised but unissued Consolidated Shares of par value of HK$0.50 each into 50 New Shares of par value of HK$0.01 each “Shareholder(s)” the holder(s) of the Existing Shares, Consolidated Shares or New Shares, as the case may be “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 3 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganisation and the Change in Board Lot Size is set out below:

Event Time and date
Latest time and date for lodging forms of proxy . . . . . . . . . . . . . . . . . . . .11:00 a.m. on Wednesday,
30 March 2016
Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday,
1 April 2016
Publication of announcement of results of the SGM . . . . . . . . . . . . . . . . . . . . . Friday, 1 April 2016
The following events are conditional on the fulfilment of the conditions for the implementation
of the Capital Reorganisation:
Expected effective date of the Capital Reorganisation. . . . . . . . . . . . . . . . . . .Tuesday, 5 April 2016
First day for free exchange of existing share certificates
for new share certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 5 April 2016
Commencement of dealings in New Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
5 April 2016
Original counter for trading in Existing Shares
in board lots of 20,000 Existing Shares
(in the form of existing share certificates) temporarily closes . . . . . . . . . . . 9:00 a.m. on Tuesday,
5 April 2016
Temporary counter for trading in New Shares
in board lots of 2,000 New Shares
(in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
5 April 2016
Original counter for trading in New Shares
in board lots of 10,000 New Shares
(in the form of new share certificates) re-opens. . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
19 April 2016

– 4 –

EXPECTED TIMETABLE

Event Time and date
Parallel trading in New Shares (in the form of
new share certificates in board lots of
10,000 New Shares and existing share
certificates in board lots of 2,000 New Shares) commences . . . . . . . . . . . . 9:00 a.m. on Tuesday,
19 April 2016
Designated broker starts to stand in the market to
provide matching services for odd lots of New Shares . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
19 April 2016
Temporary counter for trading in New Shares
in board lots of 2,000 New Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday,
10 May 2016
Parallel trading in New Shares (in the form of
new share certificates in board lots of
10,000 New Shares and existing share
certificates in board lots of 2,000 New Shares) ends . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday,
10 May 2016
Designated broker ceases to provide
matching services for odd lots of New Shares . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday,
10 May 2016
Last day for free exchange of existing share
certificates for new share certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday,
12 May 2016
All times and dates in this circular refer to Hong Kong local times and dates.

This expected timetable is indicative only and any subsequent changes to the expected timetable will be announced by the Company.

– 5 –

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 2 Church Street Hamilton, HM 11 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)

9 March 2016

To the Shareholders

Dear Sir or Madam

PROPOSED CAPITAL REORGANISATION AND PROPOSED CHANGE IN BOARD LOT SIZE

INTRODUCTION

Reference is made to the Announcement in which the Company announced that it proposed to implement the Capital Reorganisation involving the Share Consolidation, the Capital Reduction and the Share Sub-division. The purpose of this circular is to provide you with information regarding the Capital Reorganisation and to give you notice of the SGM.

• For identification purpose only

– 6 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Share Sub-division, details of which are as follows:

(1) Share Consolidation:

Every 10 issued and unissued Existing Shares of par value of HK$0.05 each in the share capital of the Company will be consolidated into 1 Consolidated Share of par value of HK$0.50 and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company which may arise from the Share Consolidation.

(2) Capital Reduction:

The Capital Reduction will be effected immediately upon the Share Consolidation becoming effective, pursuant to which the par value of each of the then issued Consolidated Shares will be reduced from HK$0.50 to HK$0.01 by cancelling the paid-up capital of the Company to the extent of HK$0.49 on each of the then issued Consolidated Shares, the credits arising from (a) such reduction of the paid-up capital; and (b) the cancellation of any fractional Consolidated Share in the issued share capital of the Company which may arise from the Share Consolidation (if any) will be credited to the contributed surplus account of the Company within the meaning of the Companies Act.

(3) Share Sub-division:

Immediately following the Capital Reduction, each of the then authorised but unissued Consolidated Shares of par value of HK$0.50 each will be sub-divided into 50 New Shares of par value of HK$0.01 each.

Effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$500,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.05 each, of which 2,113,694,560 Existing Shares have been issued and fully paid or credited as fully paid. Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation, the authorised share capital of the Company will be HK$500,000,000 divided into 50,000,000,000 New Shares of par value

– 7 –

LETTER FROM THE BOARD

of HK$0.01 each, of which 211,369,456 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$2,113,694.56 upon the Capital Reorganisation becoming effective.

Based on the 2,113,694,560 Existing Shares in issue as at the Latest Practicable Date, a credit of approximately HK$103,571,033.44 will arise as a result of the Capital Reorganisation. It is proposed that the total credit arising from the Capital Reorganisation will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act upon the Capital Reorganisation becoming effective. Such credits transferred to the contributed surplus account of the Company within the meaning of the Companies Act, together with the amount already in the contributed surplus account, will be used by the Board in such manner as the Board may deem fit as may be permitted under the applicable laws.

Shareholders and potential investors of the Company should note that the credits arising from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

Assuming no further Existing Shares will be issued or repurchased prior to the effective date of the Capital Reorganisation, the effect of the Capital Reorganisation and the share capital structure of the Company is summarised below:

		Immediately upon
	As at the Latest	the Capital Reorganisation
	Practicable Date	becoming effective
Par value per Share	HK$0.05 per Existing Share	HK$0.01 per New Share
Authorised share capital	HK$500,000,000 divided	HK$500,000,000 divided
	into 10,000,000,000	into 50,000,000,000
	Existing Shares	New Shares
Number of Shares in issue	2,113,694,560	211,369,456
	Existing Shares	New Shares
Issued and fully paid-up or	HK$105,684,728.00	HK$2,113,694.56
credited as fully paid-up
share capital

– 8 –

LETTER FROM THE BOARD

Other than the relevant expenses, including but not limited to professional fees and printing charges incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the proportionate interests of the Shareholders, save that no fractional New Shares will be allocated to the Shareholders. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (1) the passing of the necessary resolution(s) by the Shareholders to approve the Capital Reorganisation at the SGM;

• (2) the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon exercise of the share options to be granted under the share option scheme of the Company;

• (3) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Listing Rules to effect the Capital Reorganisation; and

• (4) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Assuming the above conditions are fulfilled on or before the date of the SGM, the Capital Reorganisation is expected to become effective on the next Business Day after the date of passing of the relevant resolution(s) approving the Capital Reorganisation at the SGM.

Fractional entitlement

Fractional Shares, if any, arising from the Share Consolidation will not be allocated to any individual Shareholders.

– 9 –

LETTER FROM THE BOARD

Listing and dealings

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation and the New Shares which may fall to be allotted and issued upon the exercise of the share options to be granted under the share option scheme of the Company.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal in is being currently proposed to be sought from any other stock exchange.

Exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Tuesday, 5 April 2016 until Thursday, 12 May 2016 (both days inclusive), submit share certificates of the Existing Shares (in white) to the Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at the expense of the Company, for new share certificates of the New Shares (in yellow) (on the basis of 10 Existing Shares for 1 New Share). Thereafter, share certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate of the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of share certificates cancelled/issued is higher. After 4:30 p.m. on Thursday, 12 May 2016, existing share certificates of the Existing Shares will only remain effective as documents of title and may be exchanged for share certificates of the New Shares at the expense of the Shareholders concerned at any time but will not be accepted for delivery, trading and settlement purposes.

– 10 –

LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANISATION

Under Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Existing Shares, the Board proposes to implement the Share Consolidation. The Capital Reorganisation, which includes the Share Consolidation, will also allow the value of each board lot to be increased to more than HK$2,000 and enable the Company to avoid non-compliance with the trading requirements under the Listing Rules. The Capital Reduction and the Share Sub-division will keep the par value of the Shares at a lower level that can facilitate the Company’s future fund raising activities as the Company will not be allowed to issue any Shares below its par value. The credit in the contributed surplus account within the meaning of the Companies Act arising from the Capital Reduction will enable the Company to set off its accumulated loss (if any) and may be applied in the future for distribution to the Shareholders or in any manner permitted by the laws of Bermuda and the bye-laws of the Company.

The Board believes that the Capital Reorganisation will provide greater flexibility to the Company in pricing future fund raising exercise. Accordingly, the Board is of the view that the Capital Reorganisation is beneficial to and in the interests of the Company and the Shareholders as a whole.

PROPOSED CHANGE IN BOARD LOT SIZE

At present, the Existing Shares are traded in board lots of 20,000. The Board also proposes to change the board lot size for trading in the Shares from 20,000 Existing Shares to 10,000 New Shares subject to and upon the Capital Reorganisation becoming effective. Based on the closing price of HK$0.060 per Existing Share on the Latest Practicable Date and assuming that the Capital Reorganisation has become effective, if the New Shares were continued to be traded in board lots of 20,000, the value of each board lot of New Shares would be HK$12,000. Had the Change in Board Lot Size became effective, the value of each board lot of New Shares would be HK$6,000. As a result, the Board considers that the Change in Board Lot Size will maintain the trading value for each board lot at a reasonable level to attract investors.

– 11 –

LETTER FROM THE BOARD

ARRANGEMENT FOR MATCHING SERVICE FOR ODD LOTS

In order to alleviate the difficulties arising from the existence of odd lots of New Shares as a result of the Capital Reorganisation, the Company has appointed an agent to arrange for matching service on a best effort basis regarding the sale and purchase of odd lots of New Shares. Holders of odd lots of New Shares who wish to take advantage of this trading facility to dispose of or top up odd lots should contact Mr. Marco Ko of One China Securities Limited at 2/F., Cheong K Building, 86 Des Voeux Road C., Central, Hong Kong (telephone number: (852) 3188-2676 or fax number: (852) 3188-9984) during office hours in the period from Tuesday, 19 April 2016 to Tuesday, 10 May 2016 (both days inclusive). Shareholders should note that matching of the sale and purchase of odd lots of New Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers.

WARNING

Shareholders should take note that the Capital Reorganisation is conditional upon satisfaction of conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Therefore, the Capital Reorganisation may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt about their position, they should consult their professional advisers.

GENERAL

As at the Latest Practicable Date, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Shares or New Shares, as the case may be.

The SGM will be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong at 11:00 a.m. on Friday, 1 April 2016, the notice of which is set out on pages SGM-1 to SGM-3 of this circular, for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation.

Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying 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 Registrar, 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 event, the form of proxy previously submitted shall be deemed to be revoked.

– 12 –

LETTER FROM THE BOARD

In compliance with the Listing Rules, the resolution as set out in the notice of SGM will be voted on by way of poll at the SGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder will be required to abstain from voting at the SGM in respect of the resolution relating to the Capital Reorganisation.

RECOMMENDATION

The Directors are of the opinion that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolution set out in the notice of 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 circular misleading.

Yours faithfully On behalf of the Board Neway Group Holdings Limited Suek Ka Lun, Ernie Chairman

– 13 –

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 a special general meeting (“ Meeting ”) of Neway Group Holdings Limited (“ Company ”) will be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong at 11:00 a.m. on Friday, 1 April 2016 to consider and, if thought fit, pass, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon: (i) The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below) and the New Shares which may fall to be allotted and issued upon exercise of the share options to be granted under the share option scheme of the Company; (ii) the compliance with the relevant procedures and requirements under the laws of Bermuda and the Rules Governing the Listing of Securities on the Stock Exchange to effect the Capital Reorganisation; and (iii) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation, with effect from the first business day in Hong Kong immediately following the date on which this resolution is passed:

• (a) every ten (10) issued and unissued shares of HK$0.05 each in the existing share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of HK$0.50 (“ Consolidated Shares ”);

• (b) where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation;

• For identification purpose only

SGM – 1

NOTICE OF SGM

• (c) the par value of each of the then issued Consolidated Shares of the Company be reduced from HK$0.50 to HK$0.01 (“ New Shares ”) by cancelling the capital paidup thereon to the extent of HK$0.49 on each of the then issued Consolidated Shares, such that the par value of each issued Consolidated Share be reduced from HK$0.50 to HK$0.01 (together with sub-paragraph (b) above are hereinafter referred to as “ Capital Reduction ”);

• (d) each of the then authorised but unissued Consolidated Shares of HK$0.50 each be subdivided into fifty (50) New Shares of HK$0.01 each (“ Share Sub-division ”, together with the Share Consolidation and the Capital Reduction, are hereinafter referred to as “ Capital Reorganisation ”);

• (e) the credits arising from the Capital Reduction be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (“ Contributed Surplus Account ”) and the directors of the Company (“ Directors ”) be authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted under the bye-laws of the Company in effect from time to time and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company which may arise from time to time and/or paying dividend and/or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (f) the Directors be 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 and the Share Subdivision and (where applicable) to aggregate all fractional New Shares and sell them for the benefits of the Company.”

On behalf of the Board

Neway Group Holdings Limited Suek Ka Lun, Ernie Chairman

9 March 2016

SGM – 2

NOTICE OF SGM

Registered office: Clarendon House 2 Church Street Hamilton, HM 11 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

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 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 of shares in respect of which each such 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 adjourned meeting.

• (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 and/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, the above resolution will be decided by way of poll.

As at the date of this notice, the Directors 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 – 3