China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2017

May 17, 2017

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, 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)

MAJOR TRANSACTION: LAND SWAP AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 11:30 a.m. (and immediately after the annual general meeting of the Company convened to be held on the same day shall have been concluded or adjourned) on Friday, 9 June 2017 at Daisy Room and Freesia Room, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, 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 by 11:30 a.m. (Hong Kong time) on Wednesday, 7 June 2017 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any) 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 deemed to be revoked.

18 May 2017

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix IIA – Property Valuation Report on the Existing Land. . . . . . . . . . . . .	IIA-1
Appendix IIB – Property Valuation Report on the New Land. . . . . . . . . . . . . . . .	IIB-1
Appendix III – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

“Board”

the board of Directors

“Company”

Neway Group Holdings Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on the Main Board of the Stock Exchange

• “Compensation Agreement”

• the compensation agreement dated 17 March 2017 entered into between Qingcheng Government, Qingyuan Hi-tech Zone Management Committee and Zhongda Qingyuan

• “Compensatory Payment” the compensatory payment payable to Zhongda Qingyuan in connection with the Land Swap pursuant to the Compensation Agreement

• “connected person(s)”

has the meaning ascribed thereto under the Listing Rules

• “Deposits”

• the deposits paid by the Group for the acquisition of certain land use rights pursuant to the Investment Agreements

• “Director(s)”

the director(s) of the Company

• “Existing Land”

two parcels of land situated in Dongkeng Industrial Park, Yuantan Town, Qingcheng District, Qingyuan City, the PRC with a total area of approximately 311.748 mu, which are owned by Zhongda Qingyuan as at the Latest Practicable Date

• “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

– 1 –

DEFINITIONS

• “Investment Agreements”

three agreements entered into by the Group and Qingcheng Government dated 15 December 2006, 21 May 2008 and 30 December 2009 respectively in relation to the acquisition by the Group of land use rights of land of approximately 562 mu at Dongkeng Industrial Park, Yuantan Town, Qingcheng District, Qingyuan City, the PRC

• “Land Swap” the swap of the Existing Land with the New Land pursuant to the Land Swap Agreement and the Compensation Agreement

• “Land Swap Agreement” the state-owned land swap agreement dated 17 March 2017 entered into between Qingyuan Hi-tech Zone Management Committee, Zhongda Qingyuan and Qingcheng Government

• “Latest Practicable Date”

• 15 May 2017, 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 Land”

• a parcel of land situated at Dongkeng Cun Management Committee（東坑村委會）, Yuantan Town, Qingcheng District, Qingyuan City, the PRC with a total area of 312 mu, which will be swapped with the Existing Land pursuant to the Land Swap Agreement and the Compensation Agreement

• “PRC”

the People’s Republic of China

• “Qingcheng Government”

• 清遠市清城區源潭鎮人民政府 (unofficial English translation being the Qingyuan City Qingcheng District Yuantan Town People’s Government)

• “Qingyuan Hi-tech Zone Management Committee”

• 廣東清遠高新技術產業開發區管理委員會 (unofficial English translation being Guangdong Qingyuan New High Technology Industrial Development Zone Management Committee)

– 2 –

DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC “SFO” 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 11:30 a.m. (and immediately after the annual general meeting of the Company convened to be held on the same day shall have been concluded or adjourned) on Friday, 9 June 2017 at Daisy Room and Freesia Room, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong for the Shareholders to consider and, if thought fit, to approve the Land Swap Agreement and the Compensation Agreement and the transactions contemplated thereunder, the notice of which is set out on pages SGM-1 to SGM-3 of this circular

“Share(s)” share(s) of the Company “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

“Zhongda Qingyuan” 中大印刷（清遠）有限公司 (in English, for identification purpose, Zhongda Printing (Qingyuan) Company Limited), a wholly foreign-owned enterprise established in the PRC and a wholly-owned subsidiary of the Company

In this circular, for the purpose of illustration only, amounts quoted in RMB has been converted into HK$ at the rate of RMB0.8958 to HK$1. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

– 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: Registered office: Mr. SUEK Ka Lun, Ernie (Chairman) Clarendon House Mr. SUEK Chai Hong (Chief Executive Officer) 2 Church Street Hamilton, HM 11 Non-executive Directors: Bermuda Dr. NG Wai Kwan Mr. CHAN Kwing Choi, Warren Principal place of business Mr. WONG Sun Fat in Hong Kong: Chung Tai Printing Group Building Independent non-executive Directors: 11 Yip Cheong Street Mr. TSE Tin Tai On Lok Tsuen, Fanling Ms. LUI Lai Ping, Cecily New Territories Mr. LEE Kwok Wan Hong Kong Mr. LAI Sai Wo, Ricky Alternate Director: Mr. LAU Kam Cheong (alternate to Dr. NG Wai Kwan)

18 May 2017

To the Shareholders

Dear Sir or Madam

MAJOR TRANSACTION: LAND SWAP

INTRODUCTION

Reference is made to the announcement of the Company dated 17 March 2017 in relation to the Land Swap.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) details of the Land Swap; (ii) the valuation reports in respect of the Existing Land and the New Land; (iii) the financial information of the Group; (iv) other information as required to be disclosed under the Listing Rules; and (v) the notice of the SGM.

Zhongda Qingyuan currently owns two parcels of land at Dongkeng Industrial Park, Yuantan Town, Qingcheng District, Qingyuan City, the PRC with a total area of approximately 311.748 mu. The Existing Land is currently vacant. Due to policy driven zone planning, Qingyuan Hi-tech Zone Management Committee requested and Zhongda Qingyuan has agreed to swap the Existing Land with the New Land and certain Compensatory Payment.

The principal terms of the Land Swap Agreement and the Compensation Agreement are set out below.

THE LAND SWAP AGREEMENT AND THE COMPENSATION AGREEMENT

Date: 17 March 2017

Parties:

• (1) Qingyuan Hi-tech Zone Management Committee（being 廣東清遠高新技術產業開發 區管理委員會 (unofficial English translation being Guangdong Qingyuan New High Technology Industrial Development Zone Management Committee) ）;

• (2) Qingcheng Government（ being 清遠市清城區源潭鎮人民政府 (unofficial English translation as Qingyuan City Qingcheng District Yuantan Town People’s Government) ）; and

• (3) Zhongda Qingyuan（being 中大印刷（清遠）有限公司 (in English, for identification purpose, Zhongda Printing (Qingyuan) Company Limited) ）, a wholly foreign-owned enterprise established in the PRC and a wholly-owned subsidiary of the Company.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Qingyuan Hi-tech Zone Management Committee and Qingcheng Government is a governmental department in the PRC and is a third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

– 5 –

LETTER FROM THE BOARD

Subject matters:

Qingyuan Hi-tech Zone Management Committee has requested and offered, and Zhongda Qingyuan has agreed to, the Land Swap subject to the terms of the Land Swap Agreement and the Compensation Agreement. Qingyuan Hi-tech Zone Management Committee and Zhongda Qingyuan agreed that the price for the Existing Land and the New Land are the same and set as RMB57,200,000 (equivalent to approximately HK$63,854,000).

In connection with the Land Swap, Qingyuan Hi-tech Zone Management Committee has also agreed to pay the Compensatory Payment of RMB45,009,700 (equivalent to approximately HK$50,245,000) to Zhongda Qingyuan.

Effectiveness of the Land Swap Agreement:

The Land Swap Agreement will only become effective after the Shareholders have approved the Land Swap Agreement at the SGM (“ Effective Date ”).

If the Company cannot obtain the approval from the Shareholders on the Land Swap Agreement within 180 days from the date of the Land Swap Agreement, the Land Swap will be terminated.

Procedures for the Land Swap:

• (1) Within 1 working day from the Effective Date, Zhongda Qingyuan shall submit the application for the Land Swap to the relevant Land Bureau of Qingyuan Hi-tech Zone Management Committee.

• (2) Within 4 working days from the receipt of the application and all relevant supporting documents, the relevant Land Bureau of Qingyuan Hi-tech Zone Management Committee shall complete the internal approval procedures of the Land Swap. On the next day after completion of the aforesaid internal approval procedures, the relevant Land Bureau of Qingyuan Hi-tech Zone Management Committee shall publish the Land Swap information to the public for a period of 5 days.

• (3) After the aforesaid public publication period and when there is no valid objection from the public, Qingyuan Hi-tech Zone Management Committee shall pay the Compensatory Payment to Zhongda Qingyuan in accordance with the Compensation Agreement within 2 working days after the receipt of the payment request from Zhongda Qingyuan. At the same time, the relevant Land Bureau of Qingyuan Hi-tech Zone Management Committee shall sign the State-owned construction land use right transfer contract for the New Land with Zhongda Qingyuan.

– 6 –

LETTER FROM THE BOARD

• (4) Within 1 day after the receipt of the Compensatory Payment and the signing of the State-owned construction land use right transfer contract for the New Land, Zhongda Qingyuan shall deliver the original land use rights certificates of the Existing Land to Qingyuan Hi-tech Zone Management Committee.

• (5) Within 1 working day after the receipt of the Compensatory Payment and the signing of the State-owned construction land use right transfer contract for the New Land, Zhongda Qingyuan shall apply the Land Construction Planning Permit（建設用地規 劃許可證）for the New Land.

• (6) Within 10 working days after the receipt by Qingyuan Hi-tech Zone Management Committee of the original land use rights certificates of the Existing Land, the Land Construction Planning Permit（建設用地規劃許可證）for the New Land, all relevant documents for the Land Swap and the settlement of all related tax for the Land Swap, Qingyuan Hi-tech Zone Management Committee shall issue the land use rights certificates of the New Land to Zhongda Qingyuan and cancel the land use rights certificates of the Existing Land.

Other terms

Pursuant to the Investment Agreements, the Group has agreed to acquire land use rights of land of approximately 562 mu at Dongkeng Industrial Park, Yuantan Town, Qingcheng District, Qingyuan City, the PRC. In 2011, the Group has obtained the land use rights certificates for two parcels of land with a total area of approximately 311.748 mu (i.e. the Existing Land). As at the Latest Practicable Date, the Group had paid the Deposits of approximately RMB15,568,000 (equivalent to approximately HK$17,379,000) for the remaining parcel of lands and the land use rights of these lands are still pending from the Qingcheng Government. Pursuant to the Land Swap Agreement, Qingcheng Government and Zhongda Qingyuan agreed that the Investment Agreements will be terminated upon completion of the Land Swap. The Deposits paid under the Investment Agreements will be refunded in the form of Compensatory Payment under the Compensation Agreement.

INFORMATION ON THE EXISTING LAND

The Existing Land consists of two parcels of land situated at Dongkeng Industrial Park, Yuantan Town, Qingcheng District, Qingyuan City, the PRC with a total area of approximately 311.748 mu. The Existing Land is designated for industrial use with a term of use expiring on 30 August 2061. It is the original plan of the Group to construct certain printing factories on the Existing Land and certain preliminary construction works, including drainage and slope protection construction works, had been completed on the Existing Land.

– 7 –

LETTER FROM THE BOARD

The audited book value of and the capital expenditures incurred on the Existing Land as at 31 December 2016 was approximately HK$27,874,000 and approximately HK$14,627,000 respectively.

Pursuant to the valuation report issued by an independent PRC valuer, the appraised value of the Existing Land is RMB59,300,000 (equivalent to approximately HK$66,198,000).

Pursuant to the property valuation report issued by RHL Appraisal Limited, an independent valuer, as set out in Appendix IIA to this circular, the value of the Existing Land as at 31 March 2017 is RMB51,880,000 (equivalent to approximately HK$57,915,000).

Disclosure of the reconciliation of the valuation figure and the book value of the Existing Land as required under Rule 5.07 of the Listing Rules is set out below:

	HK$
	Approximately ’000
Audited net book value as at 31 December 2016	27,874
Fair value change	30,041
Valuation as at 31 March 2017 (as extracted from Appendix IIA
to this circular) (for the purpose of this reconciliation statement,
the foreign exchange rate used for translation of Renminbi to Hong
Kong dollars is RMB0.8958: HK$1)	57,915

INFORMATION ON THE NEW LAND

The New Land is a parcel of land situated at Dongkeng Cun Management Committee（東 坑村委會）, Yuantan Town, Qingcheng District, Qingyuan City, the PRC with a total area of approximately 312 mu, which is designated for industrial use with a term of use of 50 years. The New Land is located in the proximity of the Existing Land and the New Land is currently vacant with no construction works nor erection of building thereon.

Pursuant to the valuation report issued by an independent PRC valuer, the appraised value of the New Land is RMB57,200,000 (equivalent to approximately HK$63,854,000).

– 8 –

LETTER FROM THE BOARD

Pursuant to the property valuation report issued by RHL Appraisal Limited, an independent valuer, as set out in Appendix IIB to this circular, assuming that the New Land has been granted at a normal term of 50 years commencing from 31 March 2017 (being the valuation date) for industrial use and can be freely transferred, leased or disposed of in the market, the reference value of the New Land as at 31 March 2017 is RMB52,320,000 (equivalent to approximately HK$58,406,000), no allowance for any payable land grant premium, taxation, administrative fees or any removal or demolition expenses have been considered in the valuation.

BASIS OF ARRIVING AT THE TERMS OF LAND SWAP

The terms of the Land Swap, which are governed by the PRC laws and regulations, were arrived at after arm’s length negotiation between the Group, Qingyuan Hi-tech Zone Management Committee and Qingcheng Government. The Compensatory Payment is agreed upon after taking into account of the amount of the Deposits, and construction costs and other ancillary administrative expenses incurred by the Group in relation to the lands acquired and to be acquired by the Group under the Investment Agreements.

INFORMATION ON THE GROUP

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

REASONS FOR AND BENEFITS OF THE LAND SWAP

The Directors understand that the Land Swap is in line with the development plan of Qingcheng Government in the region of Lianhu Industrial Park, Qingyuan, Guangdong, the PRC. Lianhu Industrial Park is designed as a new high technology industrial zone and the original construction planning of Zhongda Qingyuan of building certain printing factories on the Existing Land is no longer aligned with the new development plan of Qingcheng Government. Given that (i) the total area of the New Land to be acquired by the Group is almost the same as the total area of the Existing Land and the location of New Land is in the proximity to the Existing Land; and (ii) the Group has not yet started the construction of printing factory on the Existing Land, the Directors consider that the Land Swap will not adversely affect the financial positions and operation of the Group. The Land Swap will also enable the Group to receive a net cash Compensatory Payment of RMB45,009,700 (equivalent to approximately HK$50,245,000). The Land Swap was agreed to as part of the zone planning of Qingcheng Government and the Land Swap will allow the Group to participate in the overall alignment of community and local government initiatives.

– 9 –

LETTER FROM THE BOARD

The Group intends to utilise the Compensatory Payment for the preliminary construction works, such as drainage and slope protection construction works, on the New Land and manufacturing facilities of the Group and general working capital of the Group.

The Directors (including the independent non-executive Directors) consider that the terms of the Land Swap Agreement and the Compensation Agreement are fair and reasonable and on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE LAND SWAP AND PROPOSED USE OF PROCEEDS

As at 31 December 2016, the audited consolidated total assets and total liabilities of the Group amounted to approximately HK$1,116.2 million and HK$202.4 million respectively.

Assuming the completion of the Land Swap had taken place on 31 December 2016:

• (i) the total assets of the Group will be decreased by:

• (a) the amount of approximately HK$27,874,000 and approximately HK$14,627,000, being the book value of and the capital expenditures incurred on the Existing Land as at 31 December 2016 respectively; and

• (b) the amount of approximately RMB15,568,000 (equivalent to approximately HK$17,379,000), being the Deposits paid by the Group;

• (ii) the total assets of the Group will be increased by:

• (a) the amount of RMB45,009,700 (equivalent to approximately HK$50,245,000), being the Compensatory Payment to be paid to the Group by Qingyuan Hi-tech Zone Management Committee;

• (b) the amount of RMB52,320,000 (equivalent to approximately HK$58,406,000), being the reference fair value of the New Land based on the property valuation report issued by RHL Appraisal Limited, an independent valuer, as set out in Appendix IIB to this circular;

• (iii) the total liabilities of the Group will be increased by the amount of approximately HK$12,193,000, being the estimated income tax of approximately HK$4,560,000 and deferred tax of approximately HK$7,633,000.

– 10 –

LETTER FROM THE BOARD

It is expected that the Group will record a gain of approximately HK$36.6 million from the Land Swap, which is calculated with reference to the difference between (i) the reference fair value of the New Land of RMB52.3 million as set out in Appendix IIB to this circular and the Compensatory Payment and (ii) the book value of the Existing Land, the Deposits, the capital expenditures incurred on the Existing Land and the estimated income tax (of approximately HK$4,560,000) and deferred tax expenses (of approximately HK$7,633,000) to be incurred by the Group in connection with the Land Swap of approximately HK$12.2 million. The actual gain or loss as a result of the Land Swap to be recorded by the Group is subject to final audit to be performed by the Company’s auditors.

IMPLICATION UNDER THE LISTING RULES

The Land Swap involves a disposal of the Existing Land by the Group and an acquisition of the New Land by the Group.

The highest applicable percentage ratio under the Listing Rules in respect of the disposal of the Existing Land exceeds 25% but is below 75% and the highest applicable percentage ratio under the Listing Rules in respect of the acquisition of the New Land exceeds 25% but is below 100%. Therefore, the Land Swap constitutes a major transaction of the Company and is subject to the notification, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

SGM

The SGM will be held at 11:30 a.m. (and immediately after the annual general meeting of the Company convened to be held on the same day shall have been concluded or adjourned) on Friday, 9 June 2017 at Daisy Room and Freesia Room, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong for the purpose of, among other matters, considering, and if thought fit, approving the Land Swap and other transactions contemplated under the Land Swap Agreement and the Compensation Agreement contemplated thereunder. The notice of the SGM is set out on pages SGM-1 to 3 of this circular.

In accordance with the Listing Rules, the resolution will be voted on by way of poll at the SGM.

To the best knowledge, information and belief of the Directors, no other Shareholders had a material interest in the Land Swap Agreement and the Compensation Agreement and are required to abstain from voting at the SGM.

– 11 –

LETTER FROM THE BOARD

Enclosed is a form of proxy for use at the SGM. Whether or not you are able to attend and vote at 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 by 11:30 a.m. (Hong Kong time) on Wednesday, 7 June 2017 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any) 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 SGM or any adjournment thereof should you so wish and in such event the instrument appointing a proxy shall be deemed to be revoked.

RECOMMENDATION

The Board considers that the terms of the Land Swap Agreement and the Compensation Agreement are on normal commercial terms and are fair and reasonable and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote for the resolution approving the Land Swap Agreement, the Compensation Agreement and the Land Swap contemplated thereunder.

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

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE COMPANY

Details of the financial information of the Group for the year ended 31 March 2014, the nine months ended 31 December 2014, the year ended 31 December 2015 and the year ended 31 December 2016 respectively have been set out in the Company’s annual reports for the year ended 31 March 2014 (from pages 54 to 163), the nine months ended 31 December 2014 (from pages 60 to 186), the year ended 31 December 2015 (from pages 68 to 202) and the year ended 31 December 2016 (from pages 102 to 234).

All annual reports of the Company have been posted on the website of the Company at http://www.newaygroup.com.hk and of the Stock Exchange at www.hkexnews.hk.

2. INDEBTEDNESS OF THE GROUP

As at the close of business on 31 March 2017, being the latest practicable date for the purpose of ascertaining the indebtedness prior to the printing of this circular, the Group had aggregate outstanding borrowings of approximately HK$68,600,000 comprising (i) unsecured bank borrowings of HK$35,000,000, (ii) unsecured amount due to a related company of approximately HK$7,250,000; (iii) finance lease obligations of approximately HK$369,000 secured by a motor vehicle owned by the Group; and (iv) bank borrowings of approximately HK$25,981,000 which is secured by certain properties of the Group. All bank borrowings, amount due to a related company or finance lease obligations were unguaranteed.

Save as disclosed above, as at 31 March 2017, the Group did not have any other borrowings, mortgages, charges, debentures or debt securities issued and outstanding, or authorised or otherwise created but unissued, or other similar indebtedness, liabilities under acceptances or acceptance credits, finance lease or hire purchase commitments, material contingent liabilities or guarantees.

3. WORKING CAPITAL SUFFICIENCY OF THE GROUP

The Directors are of the opinion that, after taking into account the presently available financial resources to the Group including but not limited to revenue generated by its principal operations, cash and cash equivalents on hand, the facilities currently available and the proceeds to be received from the Land Swap, the Group will have sufficient working capital to satisfy its present requirements for at least the next twelve months from the date of this circular in the absence of unforeseeable circumstances.

4. FINANCIAL AND TRADING PROSPECT OF THE GROUP

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

I – 1

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Group will continue to strengthen, develop and diversify its portfolio to further establish sustainable business growth. The manufacturing and sales business continues to be the core of the Group’s portfolio. Other business segments, including the gaming business, continue to develop and contribute to the Group’s portfolio. The Group will remain committed to this diversification strategy to generate stable return and promising business growth to its shareholders.

Gaming business

Product deployment and expansion of distribution network will be the main focus of the gaming business in coming years. The Group will continue to recruit talents with extensive technical, sales and marketing experiences in Hong Kong and the PRC for continuous product enhancement and speeding up the expansion of international distribution network. Meanwhile, the Group is actively seeking co-operation opportunities with various software design companies to enlarge its share in the global market through its established platforms and customer networks.

Lending business

Due to the keen competition of the industry and the volatile economic environment, the risks and difficulties facing by the lending business may increase in the course of enlarging its loan portfolio. The Group will actively seek for new customers and allocate more financial resources to expand this business in the future. At the same time, the Group will also closely monitor the repayment abilities of borrowers and perform risk assessments on each loan application in a more prudent way.

Manufacturing and sales business and trading business

The series of costs control measures adopted since 2015 brought positive impact on the segments’ results during 2016. In particular, they delivered the encouraging performance of the manufacturing and sales business. More challenges are expected in 2017, including but not limited to (i) the increase in raw materials prices; (ii) the increase in labour costs in Shenzhen; (iii) the increase in various environmental requirements in Shenzhen; and (iv) the global economic uncertainty that may adversely affect the business of the export sales customers.

I – 2

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

To cope with these challenges facing the printing industry and to maintain the positive results in the future, the Group will continue to put more efforts in the following areas: (i) efficiency and effectiveness enhancement by streamlining the production process of its factories so as to reduce operation and production wastage; (ii) talent recruitment, provision of value-added services and upgrade of its technology infrastructure; (iii) enhanced quality management of its products and introduction of new product lines to enhance its competitiveness as a whole; (iv) continuous efforts in sourcing and testing the quality of alternative materials and negotiating more favourable terms with vendors; and (v) expansion of its market share to cover high value products and securing a foothold in the paper shopping bag market.

The Group will continue to adopt prudent measures to enhance the overall efficiency, expand customer networks, increase its value proposition and improve its business model to overcome the uncertainty in the PRC and global economy in coming years.

Music and entertainment business

In coming years, the Group will allocate more financial resources in professional training, promotion services and investment and organisations of concerts and shows. In view of the desirable investment return generated during 2016, the Group will continue to invest in the film and entertainment market in the PRC and to identify and evaluate potential projects in the PRC and overseas.

Securities trading business and property business

The Group will closely monitor the market and market data related to prospective investees before committing to any securities investment. For the property business, the Group will devote more marketing efforts in promoting the mini storage business and business service centre business to increase the occupancy rate of properties of both businesses. For the mini storage business, the Group will pay attention to the development of any new rule and regulation to be imposed on the industry and evaluate their potential financial impact on the business.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2016, being the date to which the latest published audited consolidated financial statements of the Group were made up.

I – 3

APPENDIX IIA

PROPERTY VALUATION REPORT ON THE EXISTING LAND

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular received from RHL Appraisal Limited, an independent valuer, in connection with its valuation as at 31 March 2017 of the Existing Land.

RHL International

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RHL Appraisal Limited Corporate Valuation & Advisory

T +852 2730 6212 F +852 2736 9284 Room 1010, 10/F, Star House, Tsimshatsui, Hong Kong

18 May 2017

The Board of Directors

Neway Group Holdings Limited

Chung Tai Printing Group Building 11 Yip Cheong Street

On Lok Tsuen Fanling New Territories Hong Kong

Dear Sir/Madam,

INSTRUCTIONS

We refer to your instruction for us to value the property interest (“the Property”) to be disposed by Neway Group Holdings Limited (the “Company”) or its subsidiaries (together referred as the “Group”) located in the People’s Republic of China (“PRC”). We confirm that we have carried out property inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Property as at 31 March 2017 (the “Valuation Date”).

IIA – 1

PROPERTY VALUATION REPORT ON THE EXISTING LAND

APPENDIX IIA

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the market value (“Market Value”) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued the Property interest by using the Direct Comparison Approach by making reference to the comparable market transactions/asking cases as available. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards 2012 Edition.

IIA – 2

PROPERTY VALUATION REPORT ON THE EXISTING LAND

APPENDIX IIA

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

• i. transferable land use rights in respect of the Property for specific terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid; and

• ii. the Property is connected to main services and sewers which are available on normal terms.

TITLE INVESTIGATION

We have been shown copies of various documents relating to the Property. However, we have not examined the original documents to verify the existing title to the Property or any amendment which does not appear on the copies handed to us. We have relied considerably on the information given by the Company’s PRC legal advisers, Guangdong LianRui Law Firm（廣東聯睿律師事務 所）, concerning the validity of the title to the Property.

LIMITING CONDITIONS

We have conducted on-site inspections to the Property on 23 March 2017 by our staff Mr. Kevin Mok (BSc in Civil Engineering).

We have not carried out detailed on-site measurement to verify the correctness of the areas in respect of the property but have assumed that the areas shown on the documents handed to us are correct. All dimensions, measurements and areas are approximate.

We have not carried out any site investigation to determine the suitability of the ground conditions or the services for any property development erected or to be erected thereon. Nor did we undertake archaeological, ecological or environmental surveys for the Property. Our valuation is prepared on the assumptions that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. Should it be discovered that contamination, subsidence or other latent defects exists in the Property or on adjoining or neighboring land or that the Property had been or are being put to contaminated use, we reserve right to revise our opinion of value.

IIA – 3

APPENDIX IIA

PROPERTY VALUATION REPORT ON THE EXISTING LAND

We have relied very considerable extent on the information provided by the Group and have accepted advices given to us on such matters, in particular, but not limited to tenure, planning approvals, statutory notices, easements, particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Property. The plans including but not limited to location plan, site plan, lot index plan, outline zoning plan, building plan, if any, in the report are included to assist the reader to identify the Property for reference only and we assume no responsibility for their accuracy.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of the legal advisers of the Group. Neither have we verified the correctness of any information supplied to us concerning the Property.

REMARKS

We have valued the property interest in Renminbi (RMB).

We enclose herewith the valuation certificate.

Serena S. W. Lau	Jessie X. Chen
FHKIS, AAPI, MRICS, RPS(GP), MBA(HKU)	MRICS, MSc (Real Estate), BEcon
Managing Director	Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 25 years of experience in valuation of properties in Hong Kong, Macau, the PRC and overseas including US, Canada, the United Kingdom, Australia and the Asia Pacific Region. Ms. Lau is a Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Ms. Jessie X. Chen is a Registered Professional Surveyor (GP) with over 5 years of experience in valuation of properties in Hong Kong, Macau, the PRC and overseas including US, Canada, the United Kingdom, Australia and the Asia Pacific Region. Ms. Chen is a Professional Member of The Royal Institution of Chartered Surveyors.

IIA – 4

APPENDIX IIA

PROPERTY VALUATION REPORT ON THE EXISTING LAND

VALUATION CERTIFICATE

Property

Description

Particulars of Market value as at occupancy 31 March 2017

Two parcels of land numbered H2400089 and H2400090 located at Dongkeng Industrial Zone, Yuantan Town, Qingcheng District, Qingyuan City, Guangdong Province, the PRC

中國廣東省清遠市清城區 源潭鎮東坑工業園內 編號為H2400089及 H2400090之兩幅地塊

The Property comprise of two parcels of adjoining land with a total site area of approximately 207,832.088 sq.m.

Pursuant to two State-owned Land Use Rights Grant Contracts, the Property has a maximum gross floor area of 408,117.52 sq.m. for industrial use.

The land use rights of the Property were granted for a term of 50 years expiring on 30 August 2061 for industrial use.

We have assumed the RMB51,880,000 Property is an owner(RENMINBI FIFTY occupied bare site and ONE MILLION EIGHT pending for development. HUNDRED AND EIGHTY THOUSAND (Please refer to Note 4 ONLY) below for reference)

(Please refer to Notes.1-2 below for reference)

Notes:

1. Pursuant to two state-owned Land Use Rights Grant Contracts both dated 31 August 2011, the land use rights of the Property with a total site area of approximately 207,832.09 sq.m. were agreed to be transferred to Zhongda Printing (Qingyuan) Company Limited（中大印刷（清遠）有限公司）(“Zhongda Qingyuan”), a wholly-owned subsidiary of the Group, for a term of 50 years for industrial use. Details of such certificates are as follows:

Contract No. Lot No. 441801-2011-00062 H2400089 441801-2011-00063 H2400090 Total:	Site Area Plot Ratio (sq.m.) 34,136.78 ≥1,≤2 173,695.31 ≥1,≤2 207,832.09	Permitted GFA (sq.m.) 64,733.96 343,383.56
		408,117.52

IIA – 5

APPENDIX IIA

PROPERTY VALUATION REPORT ON THE EXISTING LAND

1. Pursuant to two State-owned Land Use Rights Certificates both dated 25 October 2011, the Property with a total site area of approximately 207,832.088 sq.m. were granted to Zhongda Qingyuan for a term expiring on 30 August 2061 for industrial use. Details of such certificates are as follows:

Certificate No. Lot No. Qing Shi Fu Guo Yong (2011) No.00611 清市府國用(2011)第00611號 H2400089 Qing Shi Fu Guo Yong (2011) No.00610 清市府國用(2011)第00610號 H2400090 Total:	Site Area (sq.m.) 34,136.780 173,695.308 207,832.088	Area of Public Road within the site (sq.m.) 1,769.804 2,003.528
		3,773.332

1. Pursuant to a State-owned Land Swap Agreement (the “Land Swap Agreement”) dated 17 March 2017 entered into between Qingyuan Hi-tech Zone Management Committee（廣東清遠高新技術產業開發區管理委員會） Qingcheng Government（清遠市清城區源潭鎮人民政府）and Zhongda Qingyuan, the government will use another land (Lot numbered N32000004) to exchange the Property with the Group.

2. The Land Swap Agreement has not taken effect and pending for approval of the shareholders of the Company.

3. During our recent inspection, we noticed that there are various newly constructed buildings/structures erected on the Property. However, we have not been provided with any title certificate and area information of such buildings/ structures and thus cannot verify the ownerships of the same. As advised by the Group, such buildings/structures are built by other parties upon government’s approval and no cost has been occurred to the Group. In our valuation, we have ignored such buildings/structures and have assumed that the Property is bare and pending for development.

4. The Property is situated at Dongkeng Industrial Zone in Yuantan Town of Qingcheng District, next to the provincial highway No.S253（253 省道）, also known as Yinying Highway（銀英公路）. The subject locality comprises mainly rural villages, industrial and agricultural lands.

5. We have been provided with a legal opinion by the Group’s PRC legal adviser, Guangdong LianRui Law Firm, regarding the legal title of the Property, which contains, inter alia, the followings:

6. i. the Property is legally held by Zhongda Qingyuan;

7. ii. Zhongda Qingyuan is entitled to transfer, lease, mortgage or dispose of the Property freely in the market; and

8. iii. Up to 17 April 2017, the Property is free from any mortgage or third party’s encumbrance.

IIA – 6

APPENDIX IIB

PROPERTY VALUATION REPORT ON THE NEW LAND

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular received from RHL Appraisal Limited., an independent valuer, in connection with its valuation as at 31 March 2017 of the New Land.

RHL International

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RHL Appraisal Limited Corporate Valuation & Advisory

T +852 2730 6212 F +852 2736 9284 Room 1010, 10/F, Star House, Tsimshatsui, Hong Kong

18 May 2017

The Board of Directors

Neway Group Holdings Limited

Chung Tai Printing Group Building 11 Yip Cheong Street On Lok Tsuen Fanling New Territories Hong Kong

Dear Sir/Madam,

INSTRUCTIONS

We refer to your instruction for us to value the property interest (“the Property”) to be acquired by Neway Group Holdings Limited (the “Company”) or its subsidiaries (together referred as the “Group”) located in the People’s Republic of China (“PRC”). We confirm that we have carried out property inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Property as at 31 March 2017 (the “Valuation Date”).

IIB – 1

PROPERTY VALUATION REPORT ON THE NEW LAND

APPENDIX IIB

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the market value (“Market Value”) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably prudently and without compulsion.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued the Property interest by using the Direct Comparison Approach by making reference to the comparable market transactions/asking cases as available. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards 2012 Edition.

IIB – 2

PROPERTY VALUATION REPORT ON THE NEW LAND

APPENDIX IIB

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

• i. transferable land use rights in respect of the Property for specific terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid; and

• ii. the Property is connected to main services and sewers which are available on normal terms.

TITLE INVESTIGATION

We have been shown copies of various documents relating to the Property. However, we have not examined the original documents to verify the existing title to the Property or any amendment which does not appear on the copies handed to us. We have relied considerably on the information given by the Company’s PRC legal advisers, Guangdong LianRui Law Firm（廣東聯睿律師事務 所）, concerning the validity of the title to the Property.

LIMITING CONDITIONS

We have conducted on-site inspections to the Property on 23 March 2017 by our staff Mr. Kevin Mok (BSc in Civil Engineering).

We have not carried out detailed on-site measurement to verify the correctness of the areas in respect of the property but have assumed that the areas shown on the documents handed to us are correct. All dimensions, measurements and areas are approximate.

We have not carried out any site investigation to determine the suitability of the ground conditions or the services for any property development erected or to be erected thereon. Nor did we undertake archaeological, ecological or environmental surveys for the Property. Our valuation is prepared on the assumptions that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. Should it be discovered that contamination, subsidence or other latent defects exists in the Property or on adjoining or neighboring land or that the Property had been or are being put to contaminated use, we reserve right to revise our opinion of value.

We have relied very considerable extent on the information provided by the Group and have accepted advices given to us on such matters, in particular, but not limited to tenure, planning approvals, statutory notices, easements, particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Property. The plans including but not limited to location plan, site plan, lot index plan, outline zoning plan, building plan if any, in the report are included to assist the reader to identify the Property for reference only and we assume no responsibility for their accuracy.

IIB – 3

PROPERTY VALUATION REPORT ON THE NEW LAND

APPENDIX IIB

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of the legal advisers of the Group. Neither have we verified the correctness of any information supplied to us concerning the Property.

REMARKS

We have valued the property interest in Renminbi (RMB).

We enclose herewith the valuation certificate.

Serena S. W. Lau Jessie X. Chen FHKIS, AAPI, MRICS, RPS(GP), MBA(HKU) MRICS, MSc (Real Estate), BEcon Managing Director Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 25 years of experience in valuation of properties in Hong Kong, Macau, the PRC and overseas including US, Canada, the United Kingdom, Australia and the Asia Pacific Region. Ms. Lau is a Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Ms. Jessie X. Chen is a Registered Professional Surveyor (GP) with over 5 years of experience in valuation of properties in Hong Kong, Macau, the PRC and overseas including US, Canada, the United Kingdom, Australia and the Asia Pacific Region. Ms. Chen is a Professional Member of The Royal Institution of Chartered Surveyors.

IIB – 4

APPENDIX IIB

PROPERTY VALUATION REPORT ON

THE NEW LAND

VALUATION CERTIFICATE

Property

A parcel of land numbered N32000004 located at North of Lianhu Industrial Zone, Qingcheng District, Qingyuan City, Guangdong Province, the PRC

Description The Property comprise of a parcel of land with a total site area of approximately 207,999.95 sq.m.

We have assumed that the land use right term of the Property is 50 years for industrial use.

Particulars of Market value as at occupancy 31 March 2017 The Property is currently No commercial value vacant and pending for (please refer to the notes future development. below for reference)

中國廣東省清遠市清城區 蓮湖產業園北側編號為 N32000004之一幅地塊

Notes:

1. Pursuant to a state-owned Land Swap Agreement (the “Land Swap Agreement”) dated 17 March 2017 entered into between Qingyuan Hi-tech Zone Management Committee（廣東清遠高新技術產業開發區管理委員會）, Qingcheng Government（清遠市清城區源潭鎮人民政府）and Zhongda Qingyuan, the Property will be granted to the Group in exchange of another property (Lot numbered H2400089 and H2400090) which currently held by the Group. The Land Swap Agreement has not taken effect and pending for approval of the shareholders of the Company (the “Shareholders”).

As at the Valuation Date, the Property has not been granted with valid land use right certificate and is not freely transferable in the open market, we have attributed no commercial value to the Property.

1. Pursuant to a Notice of Planning Parameters of Construction Land（建設用地規劃條件通知書）and a Letter of Approval（審定通知書）both with a master serial number of B201600152 and a land condition number of B2016-0027 dated 1 June 2016 issued by Qingcheng Sub-bureau of Qingyuan Urban and Rural Planning Bureau

（清遠市城鄉規劃局清城分局）(the “Planning Bureau”), the Property has been approved for below development:

Usage:	Industrial (M1)
Plot Ratio:	≥1,≤2
Site Coverage:	≥30%,≤45%
Green Ratio	≤20%
Height Restriction:	24 metres

IIB – 5

APPENDIX IIB

PROPERTY VALUATION REPORT ON THE NEW LAND

1. For reference purposes, assuming that the Property has been granted at a normal term of 50 years commencing from the Valuation Date for industrial use and can be freely transferred, leased or disposed of in the market, the reference value of the Property as at the Valuation Date is RMB52,320,000, no allowance for any payable land grant premium, taxation, administrative fees or any removal or demolition expenses have been considered in this valuation.

2. The Property is situated at north of Lianhu Industrial Zone in Yuantan Town of Qingcheng District, next to the provincial highway No.S253 （253 省道）, also known as Yinying Highway（銀英公路）. The subject locality comprises mainly rural villages, industrial and agricultural lands.

3. We have been provided with a legal opinion by the Group’s PRC legal adviser, Guangdong LianRui Law Firm, regarding the legal title of the property, which contains, inter alia, the followings:

4. i. Qingyuan Hi-tech Zone Management Committee has completed all necessary procedures of land resumption for the Property, the Property is thus currently ready for exchange to the Group;

5. ii. the signed Land Swap Agreement will take effect upon approval of the Shareholders and the Group will thereafter obtain the ownership of the Property accordingly; and

6. iii. the development parameters of the Property has been approved by the Planning Bureau.

IIB – 6

GENERAL INFORMATION

APPENDIX III

1. 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 Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Interests of Directors

As at the Latest Practicable Date, the interests of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

Long positions in the Shares and underlying Shares

			Percentage of
			the issued share
		Number of	capital of the
Name of Director	Capacity	Shares held	Company
Mr. Suek Ka Lun,	Beneficiary of a trust (Note)	39,872,000	15.72%
Ernie (“Mr Suek”)
Mr. Suek Chai Hong	Beneficial owner	700,000	0.28%
Dr. Ng Wai Kwan	Beneficial owner	8,000	0.01%
Mr. Wong Sun Fat	Beneficial owner	100,000	0.04%

Note: These Shares are beneficially owned by CNA Company Limited (“ CNA ”) which in turn is beneficially owned by the Preserve Capital Trust, a discretionary trust set up by Mr. Suek, the beneficiaries of which include certain family member of Mr. Suek and a charitable institution set up in Hong Kong.

III – 1

GENERAL INFORMATION

APPENDIX III

Long positions in the shares and underlying shares of associated corporations

As at the Latest Practicable Date, CNA beneficially owned deferred non-voting shares in the following subsidiaries of the Company:

	Number of deferred
Name of subsidiary	non-voting shares held
New Box Mini Storage Limited	2
Chung Tai Printing (China) Company Limited	100
Chung Tai Printing Company Limited	3,000
Profit Link Investment Limited	2
The Greatime Offset Printing Company, Limited	9,500

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest and short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including the interests and short positions in which they were deemed or taken to have under such provisions of the SFO); or (ii) which are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein; or (iii) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

III – 2

GENERAL INFORMATION

APPENDIX III

(ii) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors, the following persons, other than the Directors or chief executives of the Company, had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Percentage of
			the issued share
		Number of	capital of the
Name of Shareholder	Capacity	Shares held	Company
CNA1	Beneficial owner	39,872,000	15.72%
Fiducia Suisse SA	Trustee	39,872,0002	15.72%
David Henry	Interest in a controlled	39,872,0002	15.72%
Christopher Hill	corporation
Rebecca Ann Hill3	Interest of spouse	39,872,0002	15.72%

Notes:

1. CNA is beneficially owned by the Preserve Capital Trust, a discretionary trust set up by Mr. Suek, the beneficiaries of which include certain family member of Mr. Suek and a charitable institution set up in Hong Kong. Mr. Suek, an executive Director, is a director of CNA.

2. These 39,872,000 Shares duplicate with those held by CNA.

3. Spouse of Mr. David Henry Christopher Hill.

Save as disclosed above, so far as is known to the Directors, as at the Latest Practicable Date, there was no other person who had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

III – 3

GENERAL INFORMATION

APPENDIX III

3. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) had been entered into by the members of the Group within two years preceding the Latest Practicable Date and are or may be material:

• (a) the placing agreement dated 18 June 2015 entered into between the Company as issuer and Success Securities Limited as placing agent in relation to the placing of 352,280,000 ordinary shares of HK$0.05 each in the share capital of the Company at a price of HK$0.24 per placing share from which the Company raised net proceeds of approximately HK$82.2 million, further details of which are set out in the announcement of the Company dated 18 June 2015;

• (b) the loan agreement dated 3 August 2015 entered into between Grand Prospects Finance International Limited (“ Grand Prospects ”), a wholly-owned subsidiary of the Company, as lender and a company incorporated in Hong Kong which was an Independent Third Party as borrower in relation to the provision of a loan in the principal amount of HK$7 million by Grand Prospects to the borrower at an interest rate of 14% per annum for a period of 12 months, further details of which are set out in the announcement of the Company dated 3 August 2015;

• (c) the loan agreement dated 3 August 2015 entered into between Grand Prospects as lender and two individuals who were Independent Third Parties as borrowers in relation to the provision of a loan in the principal amount of HK$3 million by Grand Prospects to the borrowers at an interest rate of 14% per annum for a period of 12 months, further details of which are set out in the announcement of the Company dated 3 August 2015;

• (d) the subscription agreement dated 7 September 2015 entered into between Magic Mark Investments Limited (“ Magic Mark ”), a wholly owned subsidiary of the Company, as subscriber and Zhong Wei General Partner Limited (“ General Partner ”) as the general partner of Zhong Wei Capital, L.P. (“ Partnership ”), an exempted limited partnership formed and registered in the Cayman Islands, in relation to the subscription of a limited partner interest in the Partnership by Magic Mark with a subscription amount of US$2 million, further details of which are set out in the announcement of the Company dated 7 September 2015;

III – 4

APPENDIX III

GENERAL INFORMATION

• (e) the amended and restated limited partnership agreement dated 7 September 2015 entered into among the General Partner, Magic Mark, other limited partners to the Partnership and the initial limited partner of the Partnership in relation to the admission and management of the Partnership, further details of which are set out in the announcement of the Company dated 7 September 2015;

• (f) an agreement dated 7 December 2015 entered into between 濰坊櫻桃陣電子商務有 限公司 (unofficial English translation being Weifang Yingtaozhen E-commerce Co., Ltd.) (“ Weifang Yingtaozhen ”), a wholly-owned subsidiary of the Company, and 無 錫櫻桃陣信息技術有限公司 (unofficial English translation being Wuxi Yingtaozhen Information Technology Co., Ltd.), a subsidiary of 九櫻天下（北京）信息技術有限 公司 (unofficial English translation being Vinux (Beijing) Information Technology Co., Ltd.) (“ Vinux ”), pursuant to which Weifang Yingtaozhen was authorised to act as an exclusive top-level operation of Vinux neighbourhood stores in Weifang city, Shandong province in the PRC for a term of two years (subject to fulfilment of certain performance targets), renewable for successive terms of one year each upon mutual agreement, further details of which are set out in the announcement of the Company dated 7 December 2015;

• (g) the sale and purchase agreement dated 14 December 2015 entered into between Luxury Field Limited, a wholly-owned subsidiary of the Company and Jovial Investment Limited in relation to the disposal of the entire equity interest in Marble Arch Investments Limited at a consideration of HK$25,039,012, further details of which are set out in the announcement of the Company dated 14 December 2015;

• (h) the supplemental shareholder’s loan agreement dated 26 February 2016 entered into between 四川英華房地產有限公司 (unofficial English translation being Sichuan Yinghua Real Estate Co., Ltd.) (“ Ying Wah ”) and 深圳市中星國隆投資 發展有限公司 (unofficial English translation being Shenzhen Zhongxing Guolong Investment Development Co., Ltd.) (“ Zhongxing Guolong ”), an indirect whollyowned subsidiary of the Company, in relation to the extension of the repayment date of the shareholder’s loan granted by Zhongxing Guolong in the aggregate principal amount of RMB30 million to Ying Wah, further details of which are set out in the announcement of the Company dated 26 February 2016;

III – 5

GENERAL INFORMATION

APPENDIX III

• (i) the supplemental put option deed dated 26 February 2016 entered into between Dream Class Limited, a wholly-owned subsidiary of the Company, and Kwong Da Enterprises Limited (“ Kwong Da ”) in relation to the amendment of the put option period and the deferring of the Cut-off Date (as defined in the announcement of the Company dated 26 February 2016) of a put option to request Kwong Da to acquire the entire issued share capital of Star Rank Limited at the consideration of the higher of RMB52,000,000 or an amount equal to 16.67% of the Performance Target (as defined in the announcement of the Company dated 27 February 2013), further details of which are set out in the announcement of the Company dated 26 February 2016;

• (j) the sale and purchase agreement dated 25 April 2016 entered into among Preserve Capital Realty Limited, We-do-best Limited (a wholly-owned subsidiary of the Company) and Mr. Suek in respect of the acquisition of the entire issued share capital of Supreme Cycle Inc. at the final consideration of HK$87,165,828;

• (k) the placing agreement dated 27 September 2016 entered into between the Company as issuer and Head & Shoulders Securities Limited as placing agent in relation to the placing of 42,270,000 ordinary shares of HK$0.01 each in the share capital of the Company at a price of HK$0.47 per placing share from which the Company raised net proceeds of approximately HK$19.36 million, further details of which are set out in the announcement of the Company dated 27 September 2016;

• (l) the second supplemental shareholder’s loan agreement dated 29 December 2016 entered into between Ying Wah and Zhongxing Guolong, an indirect wholly-owned subsidiary of the Company, in relation to the extension of the repayment date of a noninterest bearing shareholder’s loan granted by Zhongxing Guolong in the aggregate principal amount of RMB28 million to Ying Wah to 30 June 2017, further details of which are set out in the announcement of the Company dated 29 December 2016;

• (m) the Land Swap Agreement; and

• (n) the Compensation Agreement.

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GENERAL INFORMATION

APPENDIX III

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).

5. QUALIFICATIONS AND CONSENTS OF EXPERT

The following are the qualifications of the expert who has been named in this circular or have given opinions, letters or advice contained in this circular:

Name Qualifications RHL Appraisal Limited (“ RHL ”) independent professional valuer

RHL has given and has not withdrawn its written consent to the issue of this circular with inclusion herein of its letter or report and/or reference to its name, in the form and context in which they appear. As at the Latest Practicable Date, RHL did not have any interest in the share capital of any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, RHL did not have any interest, direct or indirect, in any assets which have been, since 31 December 2016, being the date to which the latest published audited consolidated financial statements of the Group were made up, acquired or disposed of by or leased to or were proposed to be acquired or disposed of or leased to any member of the Group.

6. LITIGATION

So far as is known to the Directors, no member of the Group was engaged in any litigation or claims of material importance and no litigation or claims of material importance was pending or threatened against any member of the Group as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX III

7. COMPETING INTERESTS

As at the Latest Practicable Date, the spouse of Mr. Suek was a shareholder of and participated in the management of a private company which was principally engaged in artiste management business (“ Competing Co. ”). Although the Group and the Competing Co. are both engaged in the artiste management business in Hong Kong and the PRC, the types of artistes managed by the Group and the Competing Co. are different. While most of the artistes managed by the Group are Hong Kong or overseas singers and most of the management jobs undertaken by the Group are related to musical events, most of the artistes managed by the Competing Co. are actors who mainly focus on drama shooting. The Directors are of the view that the Group is capable of carrying on its business independently of, and at arm’s length with the Competing Co. as the events or functions organised for these two types of artistes and their target audience groups are different. Therefore, the artistes managed by the Group and the Competing Co. are often not substitute to one another and the Directors consider that there is no competition as such between the Group and the Competing Co. in this regard. The Company does not currently have any intention to inject the Competing Co. into the Group.

Save as aforesaid, as at the Latest Practicable Date, none of the Directors or any proposed Director nor their respective close associates had any interests in a business, which competes or is likely to compete either directly or indirectly with the business of the Group which would be required to be disclosed under Rule 8.10 of the Listing Rules.

8. INTERESTS IN CONTRACTS OR ARRANGEMENTS

So far as is known to the Directors, none of the Directors had any direct or indirect interest in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2016, being the date to which the latest published audited accounts of the Group were made up.

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GENERAL INFORMATION

APPENDIX III

Save for the following contracts, none of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group:

• (i) the master agreement dated 31 March 2015 entered into between Neway Entertainment Limited (a wholly-owned subsidiary of the Company) and Neway Karaoke Box Limited (which is indirectly wholly-owned by a discretionary trust for the benefit of Dr. Suek Chai Kit, Christopher, who is the father of Mr. Suek, and his family members) in relation to the provision by Neway Entertainment Limited and its subsidiaries of promotion services and distribution of licensed content in the form of karaoke music videos to the karaoke outlets operated by Neway Karaoke Box Limited and its subsidiaries for a term commencing from 1 April 2015 to 31 December 2017, details of which are set out in the announcement of the Company dated 31 March 2015; and

• (ii) the tenancy agreement dated 16 March 2016 entered into between Supreme Cycle Inc., (a wholly-owned subsidiary of the Company) as landlord and Well Dragon Limited as tenant (which is wholly-owned by the trustee on trust for the Suek Family 2004 Trust in respect of the leasing of units 21, 22, 23, 41 and 77 of 1/F and units 1-32, 34-113 and common area (i.e. the “ whole ”) of 3/F, Hop Yick Commercial Centre (Phase I), No. 33 Hop Choi Street, Yuen Long, New Territories, Hong Kong for an initial term of three years from 16 March 2016 to 15 March 2019, the details of which are set out in the announcement of the Company dated 25 April 2016.

9. GENERAL

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda.

• (b) The principal place of business of the Company in Hong Kong is at Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (d) The company secretary of the Company is Ms. Cheung Yuk Shan who is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants.

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GENERAL INFORMATION

APPENDIX III

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (except Saturdays and public holidays) from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m. at the principal place of business of the Company in Hong Kong from the date of this circular up to and including the date of the SGM:

• (a) the memorandum of association and the bye-laws of the Company;

• (b) the material contracts referred to in the section headed “Material Contracts” in this appendix;

• (c) the property valuation reports on the Existing Land and the New Land issued by RHL as set out in Appendix IIA and Appendix IIB to this circular respectively;

• (d) the annual reports of the Company for the year ended 31 December 2015 and the year ended 31 December 2016; and

• (e) the circular of the Company dated 18 May 2017.

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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 a special general meeting (“ Meeting ”) of Neway Group Holdings Limited (“ Company ”) will be held at 11:30 a.m. (and immediately after the annual general meeting of the Company convened to be held on the same day shall have been concluded or adjourned) on Friday 9 June 2017 at Daisy Room and Freesia Room, Basement 1, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong to consider and, if thought fit, pass, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the state-owned land swap agreement (“ Land Swap Agreement ”) and the compensation agreement (“ Compensation Agreement ”) both dated 17 March 2017 entered into between 廣東清遠高新技術產業開發區管理委員會, 中大印刷（清 遠）有限公司 (an indirectly wholly-owned subsidiary of the Company,) and 清遠市 清城區源潭鎮人民政府 in respect of the Land Swap (as defined in the circular of the Company dated 18 May 2017 (“ Circular ”), a copy of which is marked “A” and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) be and are hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved; and

• For identification purpose only

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NOTICE OF SGM

• (b) any one of the directors of the Company (“ Directors ”) be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Land Swap Agreement and the Compensation Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Land Swap Agreement and the Compensation Agreement) as are, in the opinion of such Director, in the interest of the Company and its shareholders as a whole.”

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

Hong Kong, 18 May 2017

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 by 11:30 a.m. (Hong Kong time) on Wednesday, 7 June 2017 or not later than 48 hours before the time appointed for holding the adjourned meeting, if any.

SGM – 2

NOTICE OF SGM

• (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.

• (5) For determining the entitlement of shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 5 June 2017 to Friday, 9 June 2017, both days inclusive, during which no transfer of shares of the Company will be effected. In order to be entitled to attend and vote at the Meeting, all share transfers accompanied by the relevant share certificates must be lodged with 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 for registration no later than 4:30 p.m. (Hong Kong time) on Friday, 2 June 2017.

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, Mr. Lee Kwok Wan and Mr. Lai Sai Wo, Ricky, being the independent non-executive Directors; and Mr. Lau Kam Cheong being the alternate Director to Dr. Ng Wai Kwan.

SGM – 3