China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2018

May 17, 2018

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular and the accompanying revised proxy form 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 supplemental 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 supplemental circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

SUPPLEMENTAL CIRCULAR TO

THE CIRCULAR DATED 30 APRIL 2018 RELATING TO PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND REVISED NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to the shareholders of the Company dated 30 April 2018.

The revised notice of the 2018 AGM to be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Wednesday, 20 June 2018 at 11:30 a.m. (Hong Kong time) is set out on pages 5 to 10 of this supplemental circular. Whether or not you intend to attend and vote at the 2018 AGM in person, you are requested to complete the enclosed revised proxy form in accordance with the instructions printed thereon and return it to 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 Monday, 18 June 2018 or not later than 48 hours before the time appointed for holding any adjourned meeting thereof. Completion and return of the revised proxy form will not preclude you from attending and voting in person at the 2018 AGM should you so wish and in such event, the revised proxy form previously submitted shall be deemed to be revoked.

18 May 2018

• For identification purpose only

CONTENTS

	Page
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Revised date of the 2018 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Revised closure period of the register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Revised notice and revised proxy form of the 2018 AGM. . . . . . . . . . . . . . . . . . . . . . .	2
Revised Notice of the 2018 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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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. LEE Kwok Wan Mr. LAI Sai Wo, Ricky Mr. CHU Gun Pui

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)

18 May 2018

To the Shareholders

Dear Sir or Madam

SUPPLEMENTAL CIRCULAR TO

THE CIRCULAR DATED 30 APRIL 2018 RELATING TO PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND REVISED NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the circular to the Shareholders dated 30 April 2018 (the “ April Circular ”), which contain details of, among other matters, the grant to the Directors the Issue Mandate and the Repurchase Mandate and the re-election of the Directors. Unless otherwise defined in this supplemental circular, terms used herein shall have the same meanings as those defined in the April Circular.

• For identification purpose only

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LETTER FROM THE BOARD

REVISED DATE OF THE 2018 AGM

The Board wishes to announce that the date and time for holding the 2018 AGM shall be Wednesday, 20 June 2018 at 11:30 a.m. (Hong Kong time) . The date of the 2018 AGM was mistakenly stated in the April Circular (i.e. 13 July 2018). The venue of the 2018 AGM remains at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong as stated in the April Circular.

REVISED CLOSURE PERIOD OF THE REGISTER OF MEMBERS

In view of the revised date of the 2018 AGM, the closure period of the register of members of the Company for determining the entitlement of Shareholders to attend and vote at the 2018 AGM will also be amended from the original period from Tuesday, 10 July 2018 to Friday, 13 July 2018 (both days inclusive) to the amended period from Thursday, 14 June 2018 to Wednesday, 20 June 2018 (both days inclusive) , during which no transfer of Shares will be effected. In order to be entitled to attend and vote at the 2018 AGM to be held on Wednesday, 20 June 2018, 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 (the “ Branch Share Registrar ”), 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 Wednesday, 13 June 2018 .

Save for the aforesaid amendments to the date of the 2018 AGM and the corresponding book closure period, the information contained in the April Circular remains unchanged.

REVISED NOTICE AND REVISED PROXY FORM OF THE 2018 AGM

A revised notice (the “ Revised Notice ”) of the 2018 AGM is set out on pages 5 to 10 of this supplemental circular and a revised proxy form (the “ Revised Proxy Form ”) is enclosed herewith. Shareholders wishing to attend, vote at and/or appoint proxy for purpose of the 2018 AGM should do so in accordance with the instructions contained in the Revised Notice and the Revised Proxy Form.

Whether or not you intend to attend and vote at the 2018 AGM in person, you are requested to complete the Revised Proxy Form in accordance with the instructions printed thereon and return it to the Branch Share Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:30 a.m. (Hong Kong time) on Monday, 18 June 2018 or not later than 48 hours before the time appointed for holding any adjourned meeting thereof (the “ Proxy Closing Time ”).

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LETTER FROM THE BOARD

A Shareholder who has not yet lodged the proxy form sent together with the April Circular (the “ April Proxy Form ”) with the Branch Share Registrar is requested to lodge the Revised Proxy Form if he or she wishes to appoint one or more than one proxy to attend the 2018 AGM on his or her behalf. In this case, the April Proxy Form should NOT be lodged with the Branch Share Registrar.

Shareholders should note that:

• (i) If the April Proxy Form is not lodged with the Branch Share Registrar and the Revised Proxy Form is lodged with the Branch Share Registrar at or prior to the Proxy Closing Time, the Revised Proxy Form will be treated as a valid form of proxy lodged by him or her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote according to the instructions stated on the Revised Proxy Form or, if there are no such instructions, at his or her discretion or to abstain on any resolution properly put to the 2018 AGM to be held on Wednesday, 20 June 2018.

• (ii) If the April Proxy Form has already been lodged with the Branch Share Registrar and the Revised Proxy Form is also lodged with the Branch Share Registrar at or prior to the Proxy Closing Time, the Revised Proxy Form will revoke and supersede the April Proxy Form previously lodged by him or her. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

• (iii) If the April Proxy Form has already been lodged with the Branch Share Registrar but the Revised Proxy Form is only lodged with the Branch Share Registrar after the Proxy Closing Time, the Revised Proxy Form will be invalid. The April Proxy Form previously lodged by the Shareholder will be treated as valid form of proxy if correctly completed. The proxy so appointed under the April Proxy Form will be entitled to vote according to the instructions stated on the April Proxy Form or, if there are no such instructions, at his or her discretion or to abstain at the 2018 AGM to be held on Wednesday, 20 June 2018. Accordingly, Shareholders are advised to lodge the Revised Proxy Form before the Proxy Closing Time.

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LETTER FROM THE BOARD

• (iv) If the April Proxy Form has already been lodged with the Branch Share Registrar at or prior to the Proxy Closing Time but no Revised Proxy Form is lodged with the Branch Share Registrar or the Revised Proxy Form is invalid for whatever reasons, the April Proxy Form will be treated as valid form of proxy if correctly completed. The proxy so appointed under the April Proxy Form will be entitled to vote according to the instructions stated on the April Proxy Form or, if there are no such instructions, at his or her discretion or to abstain at the 2018 AGM to be held on Wednesday, 20 June 2018.

Shareholders are reminded that completion and return of the April Proxy Form and/or the Revised Proxy Form will not preclude them from attending and voting in person at the 2018 AGM or at any adjourned meeting thereof should they so wish and in such event, the April Proxy Form and/or the Revised Proxy Form previously submitted shall be deemed to be revoked.

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

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REVISED NOTICE OF THE 2018 AGM

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

NOTICE IS HEREBY GIVEN that the 2018 annual general meeting (the “ Meeting ”) of Neway Group Holdings Limited (the “ Company ”) will be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Wednesday, 20 June 2018 at 11:30 a.m. (Hong Kong time) for the following purposes:

ORDINARY RESOLUTIONS

As ordinary business:

1. To adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors of the Company for the year ended 31 December 2017.

2. A. To re-elect Mr. CHAN Kwing Choi, Warren as a director of the Company;

3. B. To re-elect Mr. WONG Sun Fat as a director of the Company;

4. C. To re-elect Mr. LEE Kwok Wan as a director of the Company; and

5. D. To re-elect Mr. CHU Gun Pui as a director of the Company.

6. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

7. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

As special business , to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

• For identification purpose only

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REVISED NOTICE OF THE 2018 AGM

1. A. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares in the share capital of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose in accordance with all applicable laws and the regulations including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) be and is hereby generally and unconditionally approved;

3. (b) the Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of issued Shares as at the date of passing of this resolution, and the said approval shall be limited accordingly;

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

5. (d) for the purpose of this resolution:

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

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

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

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REVISED NOTICE OF THE 2018 AGM

  - (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting.”

• B. “ THAT :

• (a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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

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

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

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

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

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

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REVISED NOTICE OF THE 2018 AGM

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

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

• (e) for the purpose of this resolution:

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

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

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

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting.

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

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REVISED NOTICE OF THE 2018 AGM

• C. “ THAT conditional upon the passing of ordinary resolutions 5A and 5B as set out in the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares in the share capital of the Company pursuant to ordinary resolution 5B set out in the notice convening this meeting be and is hereby extended by the addition thereto the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution 5A set out in the notice convening this meeting.”

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

18 May 2018

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REVISED NOTICE OF THE 2018 AGM

Notes:

1. Your attention is drawn to the paragraph headed “Revised notice and revised proxy form of the 2018 AGM” of the supplemental circular of the Company dated 18 May 2018.

2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her/its behalf. A proxy needs not be a member of the Company.

3. For determining the entitlement of the members of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 14 June 2018 to Wednesday, 20 June 2018, 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 Wednesday, 13 June 2018.

4. To be valid, the revised proxy form enclosed herewith together with the power of attorney or other authority, if any, under which it is signed, or a certified copy thereof must be deposited 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 by 11:30 a.m. (Hong Kong time) on Monday, 18 June 2018 or not later than 48 hours before the time appointed for holding any adjourned meeting thereof.

5. Completion and return of the revised proxy form will not preclude a member of the Company from attending and voting in person at the Meeting and/or any adjournment thereof should he/she/it so wishes and in such event, the revised proxy form previously submitted shall be deemed to be revoked.

6. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be decided by way of poll.

7. As at the date of this notice, the board of directors of the Company comprises 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; Mr. LEE Kwok Wan, Mr. LAI Sai Wo, Ricky and Mr. CHU Gun Pui being the independent non-executive directors; and Mr. LAU Kam Cheong being the alternate director to Dr. NG Wai Kwan.

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