China Electronics Huada Technology Company Limited — Proxy Solicitation & Information Statement 2021

Dec 16, 2021

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 ����������[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00055)

(1) VERY SUBSTANTIAL ACQUISITION – NEW CONSTRUCTION AGREEMENT IN RESPECT OF THE QINGCHENG LAND AND (2) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Friday, 7 January 2022 at 11:30 a.m. is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the 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 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:30 a.m. on Wednesday, 5 January 2022 or not later than 48 hours before the time appointed for holding any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish and in such event, the proxy form previously submitted shall be deemed to be revoked.

Please see the section headed ‘‘PRECAUTIONARY MEASURES FOR THE SGM’’ in this circular for measures to be taken to try to prevent and control the spread of the COVID-19 pandemic at the SGM.

17 December 2021

• For identification purpose only

PRECAUTIONARY MEASURES FOR THE SGM

The Board has made reference to the Prevention and Control of Disease (Requirements and Directions) (Business and Premises) Regulation (Chapter 599F of the Laws of Hong Kong) in relation to the arrangement of the SGM.

Voting by proxy in advance of the SGM

The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the chairman of the SGM as their proxy instead of attending the SGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders’ rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the SGM or any adjournment thereof should they subsequently so wish.

Precautionary measures at the SGM

The Company will implement the following precautionary measures at the SGM to safeguard the health and safety of the attending Shareholders, staff and other stakeholders:

• (i) Compulsory body temperature checks will be conducted on every attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.5 degrees Celsius will be requested to stay in an isolated place for completing the voting procedures.

• (ii) Hand sanitizers will be provided at the SGM venue.

• (iii) The poster containing the ‘LeaveHomeSafe’ venue QR code will be displayed at the entrance of the SGM venue. All attendees are required to scan the ‘‘LeaveHomeSafe’’ venue QR code using the ‘‘LeaveHomeSafe’’ mobile application on their mobile phone. Attendees falling within the exemptions announced by the Hong Kong Government from time to time may register their name, contact number and the time of their visit in writing at the entrance of the SGM venue.

• (iv) Every attendee will be required to wear a surgical face mask throughout the SGM. Please note that no masks will be provided at the SGM venue and attendees should bring and wear their own masks.

• (v) Seating at the SGM will be arranged so as to reduce interaction between participants.

• (vi) No refreshments will be served and there will be no corporate gifts.

– i –

PRECAUTIONARY MEASURES FOR THE SGM

The Company will closely monitor the development of the COVID-19 pandemic and any regulations or measures introduced or to be introduced by the Hong Kong Government in relation to the COVID-19 pandemic. The Company will ensure that the SGM will be conducted in compliance with the regulations or measures of the Hong Kong Government and Shareholders will not be deprived of their right of voting on the resolution to be proposed at the SGM. Further announcements will be made by the Company as soon as possible if there is any update to the preventive measures as mentioned above.

– ii –

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	The New Construction Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Reasons for and Benefits of Entering Into the
	New Construction Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix	I – Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix	II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– iii –

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 the issued shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘COVID-19’’

• an infectious disease caused by severe acute respiratory syndrome coronavirus 2

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Fanling Building’’

• Chung Tai Printing Group Building, the Group’s selfowned industrial building situated at No.11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Guangdong Weiheng’’

• 廣東偉恒建築集團有限公司 (unofficial English translation being Guangdong Weiheng Construction Group Company Limited), formerly known as 廣東偉恒建築工程有限公司 (unofficial English translation being Guangdong Weiheng Construction Engineering Company Limited), a limited liability company established in the PRC

• ‘‘HK$’’

• Hong Kong Dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party(ies)’’ third party(ies) independent of the Company and its connected persons

• ‘‘Latest Practicable Date’’

• 14 December 2021, 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

– 1 –

DEFINITIONS

• ‘‘May Transaction’’

• ‘‘New Construction Agreement’’

• ‘‘Phase 2 Construction Work’’

• ‘‘PRC’’

• ‘‘Previous Construction Agreement’’

• ‘‘Previous Contractor’’

• ‘‘Qingcheng Land’’

• ‘‘RMB’’

the engagement of Guangdong Weiheng in relation to the construction of a multi-storey industrial building on the Qingcheng Land under a construction agreement and its supplemental agreement both dated 28 May 2020 and entered into between Zhongda Qingyuan and Guangdong Weiheng, details of which have been set out in the announcement of the Company dated 28 May 2020

the construction agreement dated 27 October 2021 and entered into between Zhongda Qingyuan and Guangdong Weiheng in relation to the Phase 2 Construction Work

• the construction work to be carried out by Guangdong Weiheng on the Qingcheng Land pursuant to the New Construction Agreement, a summary of which are set out in the paragraph headed ‘‘Scope of services’’ in the section headed ‘‘The New Construction Agreement’’ in this circular

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

• the construction agreement dated 13 September 2021 and entered into between Zhongda Qingyuan and the Previous Contractor in relation to the Phase 2 Construction Work which was terminated with effect from 22 October 2021

• 清 遠 市建 明 建 築 工 程 有 限 公 司 (unofficial English translation being Qingyuan City Jianming Construction Engineering Company Limited), a limited liability company established in the PRC

a parcel of land owned by Zhongda Qingyuan and located in the Qingyuan High-Tech Development Zone at District A, Dongkeng Cun Committee （東坑村委會）, Yuantan Town (North of Lianhu Industrial Park), Qingcheng District, Qingyuan City, Guangdong Province, the PRC

Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

‘‘September Transaction’’

the engagement of Guangdong Weiheng in relation to the road and boundary wall construction works to be carried out on the Qingcheng Land under a construction agreement dated 25 September 2020 and entered into between Zhongda Qingyuan and Guangdong Weiheng, details of which have been set out in the announcement of the Company dated 25 September 2020

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘SGM’’SGM’’’’ a of the convened to be

‘‘SGM’’SGM’’’’ a special general meeting of the Company convened to be held at 11:30 a.m. on Friday, 7 January 2022 at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong for the purposes of, among other matters, considering and, if thought fit, approving the New Construction 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)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘U.S.’’ the United States of America ‘‘Zhongda Qingyuan’’ 中大印刷（清遠）有限公司 (unofficial English translation being Zhongda Printing (Qingyuan) Company Limited), a wholly-owned subsidiary of the Company ‘‘%’’ per cent.

In this circular, for the purpose of illustration only, amounts quoted in RMB have been converted into HK$ at the rate of RMB1.00 to HK$1.21. 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 ����������[*]

(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)

17 December 2021

To the Shareholders,

Dear Sir or Madam

VERY SUBSTANTIAL ACQUISITION – NEW CONSTRUCTION AGREEMENT IN RESPECT OF THE QINGCHENG LAND

1. INTRODUCTION

Reference is made to the announcement of the Company dated 22 October 2021, in which it was announced that Zhongda Qingyuan and the Previous Contractor had mutually agreed to terminate the Previous Construction Agreement with effect from 22 October 2021.

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 27 October 2021 in relation to the New Construction Agreement and the transactions contemplated thereunder.

On 27 October 2021, Zhongda Qingyuan entered into the New Construction Agreement with Guangdong Weiheng pursuant to which Zhongda Qingyuan agreed to engage Guangdong Weiheng for the provision of the Phase 2 Construction Work on the Qingcheng Land for a total contract price of approximately RMB191.90 million (equivalent to approximately HK$232.20 million).

The purpose of this circular is to provide you with (i) details of the New Construction Agreement; (ii) the financial information of the Group; (iii) other information as required to be disclosed under the Listing Rules; and (iv) the notice of the SGM.

2. THE NEW CONSTRUCTION AGREEMENT

A summary of the key terms of the New Construction Agreement is as follows:–

Date:

27 October 2021

Parties:

• (1) Zhongda Qingyuan; and

• (2) Guangdong Weiheng.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) the principal business of Guangdong Weiheng includes general contracting and construction services, sale of construction materials and property development; (ii) the ultimate beneficial owners of Guangdong Weiheng are Ye Meiqing and Yun Wushen; and (iii) each of Guangdong Weiheng and its ultimate beneficial owners is an Independent Third Party.

Scope of services:

Guangdong Weiheng shall provide (i) construction services including, among other things, earthworks, foundation works, concrete works, masonry work, secondary structure construction, waterproofing and insulation works; and (ii) installation services including, among other things, devices for lightning protection, electricity protection, water supply and drainage.

– 5 –

LETTER FROM THE BOARD

Contract price:

The contract price is approximately RMB191.90 million (equivalent to approximately HK$232.20 million) which was determined by way of tender. Zhongda Qingyuan invited and received four tenders for the Phase 2 Construction Work and ultimately accepted the bid by Guangdong Weiheng which was the most competitive.

The contract price is inclusive of all costs pertaining to the completion of the Phase 2 Construction Work including but not limited to labor and material costs, transportation expenses, insurance costs and management fee etc. The expected engineering quantities and their corresponding unit price are specified in the bill of quantities in the tender documents.

The contract price will be subject to adjustments in certain circumstances as stipulated in the New Construction Agreement including but not limited to a change of construction design, change of engineering quantities, changes in price of materials and change of laws and regulations. The adjustment will be calculated in accordance with the formula (if applicable to the relevant adjustment event) in the New Construction Agreement or by mutual agreement between the parties. In any event, any adjustment to the contract price is subject to verification by the cost engineer and approval of Zhongda Qingyuan. As the adjustment to the final contract price is subject to the final specifications of the Phase 2 Construction Work and many variables such as the extent of fluctuation of the price of construction materials, it is not commercially feasible for the parties to set any maximum or minimum limit of the adjustment which may be made to the contract price and no expected range of adjusted contract price can be available. Nevertheless, it is not expected that there will be any material upward adjustments of the contract price based on the existing scope of services and construction plan under the New Construction Agreement.

Having considered that similar adjustment mechanism is common in respect of construction work in the PRC and that all adjustments to the contract price under the New Construction Agreement will be subject to examination and verification by the cost engineer which possesses the relevant qualification in advising on construction costs as appointed by Zhongda Qingyuan, the Board is of the view that the adjustment mechanism in the New Construction Agreement is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

It is currently expected that the contract price will be funded as to approximately 60% by internal resources of the Group, approximately 25% by bank and other borrowings and approximately 15% by proceeds from the expected disposal of the Fanling Building as disclosed in the announcement of the Company dated 21 October 2021.

– 6 –

LETTER FROM THE BOARD

Payment schedule:

The contract price shall be paid by Zhongda Qingyuan to Guangdong Weiheng in accordance with the progress of the construction in the following manner:

• (1) 15% of the contract price shall be paid to Guangdong Weiheng within 15 days upon completion of the foundation works as verified by Zhongda Qingyuan;

• (2) 35% of the contract price shall be paid to Guangdong Weiheng within 15 days upon completion of the roof of the main structure as verified by Zhongda Qingyuan;

• (3) 30% of the contract price shall be paid to Guangdong Weiheng within 15 days upon completion of the Phase 2 Construction Work, subsequent cleaning of the building site and the evacuation of Guangdong Weiheng from the building site as verified by Zhongda Qingyuan;

• (4) up to 97% of the actual settlement price shall be paid to Guangdong Weiheng within 30 days after completion of the completion acceptance filing and settlement procedures of the Phase 2 Construction Work as verified by Zhongda Qingyuan; and

• (5) 3% of the actual settlement price will be retained by Zhongda Qingyuan as guarantee money for quality and is payable to Guangdong Weiheng within 15 working days after the expiration of two years from the completion acceptance of the project.

Application for construction permit:

Guangdong Weiheng shall submit all information necessary for obtaining the construction permit to the responsible construction department within 3 working days from the signing of the New Construction Agreement. If there is a delay for more than 5 working days for the aforesaid submission, Zhongda Qingyuan shall have the right to unilaterally terminate the New Construction Agreement by written notice to Guangdong Weiheng without any liability.

Construction period:

The Phase 2 Construction Work is expected to complete by 25 October 2022.

– 7 –

LETTER FROM THE BOARD

Condition:

The performance of the parties’ obligations under the New Construction Agreement is conditional upon the passing of the relevant resolution(s) approving the New Construction Agreement and the transactions contemplated thereunder by the Shareholders in accordance with the requirements of the Listing Rules at the SGM.

Guarantee:

Guangdong Weiheng shall provide Zhongda Qingyuan with a performance guarantee in the amount of RMB9 million (equivalent to HK$10.89 million) by way of a letter of guarantee issued by bank as security for its performance of the New Construction Agreement.

Termination:

The New Construction Agreement may be terminated at any time by mutual consent of the parties, or by reason of force majeure or by written notice of either party if there is any specified event of default by the other party.

In the event of a change in the construction design and planning which causes a change by more than 50% in the gross construction area as agreed under the New Construction Agreement, Zhongda Qingyuan shall have the right to invite third party contractor(s) and Guangdong Weiheng to provide quotation on the new construction costs and negotiate on the new contract price. Guangdong Weiheng shall have priority over other contractor(s) on the same terms and conditions.

In the event that Zhongda Qingyuan and Guangdong Weiheng are unable to agree on the new contract price within 45 days, either party shall have the right to unilaterally terminate the New Construction Agreement. In such event, the parties shall finalise the actual settlement price in respect of the work actually completed by Guangdong Weiheng within 30 days from the date a party receives the notice of termination from the terminating party. Within 15 working days from the date of finalisation of the actual settlement price:

• (1) Zhongda Qingyuan shall pay to Guangdong Weiheng 50% of such actual settlement price; and

• (2) Guangdong Weiheng shall complete the change of construction permit and other necessary procedures, whereupon the remaining 50% of the actual settlement price shall be paid by Zhongda Qingyuan within 10 working days thereafter.

– 8 –

LETTER FROM THE BOARD

3. REASONS FOR AND BENEFITS OF ENTERING INTO THE NEW CONSTRUCTION AGREEMENT

The Group is principally engaged in (i) money lending; (ii) manufacturing and sale of printing and other products; (iii) artistes management, production and distribution of music albums; (iv) property development and investment; (v) securities trading; and (vi) trading of printing products.

The Group plans to set up an industrial park on the Qingcheng Land with an array of industrial buildings, commercial buildings, apartments and dormitories. The buildings thereon were intended for lease or sales. The Qingcheng Land has a total site area of approximately 208,000 square metres and the total construction area of the industrial park will be approximately 416,000 square metres. The entire development of the Qingcheng Land is planned to be carried out in three to four phases.

The first phase development of the Qingcheng Land comprised the construction of a multistorey industrial building with a gross construction area of approximately 22,000 square metres which is also undertaken by Guangdong Weiheng. The construction work in relation to the first phase development is still ongoing and is expected to complete by the end of this year.

As disclosed in the Company’s announcement dated 13 September 2021, Zhongda Qingyuan engaged the Previous Contractor under the Previous Construction Agreement to provide construction services for the second phase development of the Qingcheng Land. However, as disclosed in the Company’s announcement dated 22 October 2021, in view of the delay in submitting relevant information to the relevant PRC authorities for obtaining construction permits, the Previous Construction Agreement was terminated by mutual agreement of the parties with effect from 22 October 2021 so that another competent contractor may be engaged as soon as possible.

A tender procedure was carried out by Zhongda Qingyuan for the purpose of inviting qualified contractors to submit their fee proposals. Zhongda Qingyuan could then assess and select the most suitable contractor for the Phase 2 Construction Work. After comprehensively reviewing all relevant factors such as the contractors’ qualifications, track record and the contract price offered by them, Zhongda Qingyuan has selected Guangdong Weiheng, which offered the lowest price among the other potential contractors participated in the tender and was lower than the contract price under the Previous Construction Agreement as Guangdong Weiheng is able to source construction materials at a more competitive price.

– 9 –

LETTER FROM THE BOARD

The New Construction Agreement involved the construction work for the second phase development of the Qingcheng Land. Subject to the approval of the relevant governmental authority in the PRC, the second phase development will comprise the construction of 19 industrial buildings and certain ancillary structures with a total gross construction area of approximately 118,000 square meters.

Having taken into account (1) the capability of Guangdong Weiheng in its performance of the May Transaction and the September Transaction; (2) that Guangdong Weiheng was ready to enter into the New Construction Agreement on substantially the same terms as the Previous Construction Agreement; (3) the terms and conditions offered by other contractors; and (4) the risk of delay to the development of the Qingcheng Land, the Directors consider that the entering into of the New Construction Agreement with Guangdong Weiheng is in line with the Group’s business plan for the development of the Qingcheng Land and that the terms of the New Construction Agreement are normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

4. LISTING RULES IMPLICATIONS

Zhongda Qingyuan has entered into the May Transaction and the September Transaction with Guangdong Weiheng in 2020. As the construction work under the May Transaction and the September Transaction is still ongoing and the construction work contemplated thereunder also relate to the Qingcheng Land, the New Construction Agreement is aggregated with the May Transaction and the September Transaction in classifying the transaction for the purpose of Chapter 14 of the Listing Rules.

As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the New Construction Agreement exceeds 100% (both on a standalone basis and when aggregated with the May Transaction and the September Transaction), the New Construction Agreement constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules and is subject to the notification, announcement, circular and Shareholders’ approval requirements.

– 10 –

LETTER FROM THE BOARD

5. SGM

The SGM will be held at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Friday, 7 January 2022 at 11:30 a.m. for the purpose of, among other matters, considering and, if thought fit, approving the New Construction Agreement and the transactions contemplated thereunder. The notice of the SGM is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the 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 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:30 a.m. on Wednesday, 5 January 2022 or not later than 48 hours before the time appointed for holding any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM should you so wish and in such event, the proxy form previously submitted shall be deemed to be revoked.

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 having made all reasonable enquiries, no Shareholder has a material interest in the New Construction Agreement and therefore no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM in respect of the New Construction Agreement and the transactions contemplated thereunder.

6. CLOSURE OF REGISTER OF MEMBERS

For determining the identity of the Shareholders entitled to attend and vote at the SGM, the register of members of the Company will be closed for registration of transfers of Shares from Tuesday, 4 January 2022 to Friday, 7 January 2022, both dates inclusive. In order to be entitled to attend and vote at the SGM, all completed share transfer documents 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 3 January 2022.

7. RECOMMENDATION

The Directors are of the view that the terms of the New Construction Agreement are fair and reasonable and in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolution to be proposed at the SGM.

– 11 –

LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information as set out in the appendices to this circular.

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

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the audited consolidated financial statements of the Group for the years ended 31 December 2018, 2019 and 2020 and the six months ended 30 June 2021 are disclosed in the following documents which have been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (http://www.newaygroup.com.hk):

• (i) the unaudited consolidated financial information of the Group for the six months ended 30 June 2021 is disclosed in the interim report of the Company for the six months ended 30 June 2021 published on 28 September 2021, from pages 3 to 33 (https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0928/2021092800348.pdf);

• (ii) the audited consolidated financial information of the Group for the year ended 31 December 2020 is disclosed in the annual report of the Company for the year ended 31 December 2020 published on 29 April 2021, from pages 124 to 304 (https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0429/2021042902491.pdf);

• (iii) the audited consolidated financial information of the Group for the year ended 31 December 2019 is disclosed in the annual report of the Company for the year ended 31 December 2019 published on 28 April 2020, from pages 118 to 300 (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0428/2020042801478.pdf); and

• (iv) the audited consolidated financial information of the Group for the year ended 31 December 2018 is disclosed in the annual report of the Company for the year ended 31 December 2018 published on 29 April 2019, from pages 117 to 307 (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0429/ltn201904291759.pdf).

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 October 2021, being the latest practicable date for the purpose of ascertaining this indebtedness statement prior to the printing of this circular, the Group had aggregate outstanding borrowings of approximately HK$84.2 million comprising (i) secured and guaranteed bank borrowings of approximately HK$65.8 million, which were secured by the Group’s properties situated in Hong Kong and guaranteed by the Company and certain subsidiaries of the Company; (ii) unsecured and unguaranteed amount due to a related company of approximately HK$230,000; and (iii) unsecured and unguaranteed amount due to a noncontrolling shareholder of a subsidiary of the Company of approximately HK$18.2 million.

As at 31 October 2021, the Group had outstanding lease payments in respect of leasehold land and buildings of approximately HK$46.1 million comprising (i) secured and unguaranteed lease payments of approximately HK$2.3 million, which were secured by rental deposits paid by the Group; and (ii) unsecured and unguaranteed lease payments of approximately HK$43.8 million.

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as disclosed above and apart from intra-group liabilities, the Group did not have any debentures or debt securities issued and outstanding or authorised or otherwise created but unissued, or any other borrowings or other similar indebtedness, bank overdrafts, liabilities under acceptances or acceptance credits, finance lease or hire purchase commitments, mortgages, charges, material contingent liabilities or guarantees as at 31 October 2021.

3. SUFFICIENCY OF WORKING CAPITAL

The Directors are of the opinion that, after taking into account the present financial resources available to the Group including but not limited to revenue generated by its principal businesses, cash and cash equivalents on hand, the banking facilities currently available and the impact of the New Construction Agreement, the working capital available to the Group is sufficient for the Group’s requirements for at least 12 months from the date of publication of this circular.

4. 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 2020, being the date to which the latest published audited consolidated financial statements of the Group were made up.

5. EFFECTS OF THE NEW CONSTRUCTION AGREEMENT ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

As at 31 December 2020, the audited consolidated total assets and total liabilities of the Group amounted to approximately HK$1,127 million and HK$297 million respectively.

Given the nature of the New Construction Agreement, assuming the Phase 2 Construction Work had been completed on 31 December 2020, there would not be any impact on the earnings of the Group. The constructed assets under the New Construction Agreement would be recorded as property under development for sale under the current assets of the Group and hence the amount of the total assets of the Group is expected to increase following the completion of the New Construction Agreement. The amount of the total liabilities of the Group is also expected to increase due to the current funding requirements of the contract price.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Looking forward to the year ending 31 December 2021, it is expected that the Group will be challenged by all sorts of adversities as the global market continues to be shadowed by economic and political uncertainties, including the prolonged trade dispute between the U.S. and the PRC, the increasing unemployment rate, the political unrest in Hong Kong and the COVID-19 pandemic that will continue to cast a negative impact on every business sector of the world. Accordingly, the recovery progress of the global economy is unpredictable. In order to cope with these complicated and difficult situations, the Group will carefully revise the strategy for all its business segments, as well as diversify and expand the businesses in a cautious way.

Lending Business

Given the deteriorating economic environment caused by the COVID-19 pandemic and the keen market competition, the Group will take calculated risk when expanding the loan portfolio. The Group will continue to use the online money lending platform to seek for more new customers and allocate more financial resources to expand the business scale by enlarging the loan portfolio in a cautious manner.

Manufacturing and Sales Business

The manufacturing and sales business of printing products will continue to experience an extremely difficult and challenging environment in the months to come. The continuous outbreak of COVID-19 in different countries of the world slowed down the recovery of global economy and the governments were unable to ease the restrictions on international travel and economic activities. The outbreak of COVID-19 in certain container terminals in the PRC temporarily suspended international cargo freight and delayed the products shipping to overseas and pushed up the transportation cost significantly. The possibility of a further outbreak of COVID-19 in container terminals in the PRC or other places of the world will increase the risk of shipment delay, further push up the transportation costs because of the shortage of containers and will increase the operating costs of the Group and delay the collection of receivables from overseas clients. The persistent political and economic tensions between the PRC, the U.S. and other European countries further intensified the economic uncertainty and increased the business risk of entities engaged in the manufacturing of products in the PRC. Last but not least, more stringent environmental requirements launched by the PRC government increased the operating costs of factories.

I – 3

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

All of these factors may hamper the general business environment of the Group. As a result, the Group will carefully revise its sales strategy in the expansion of this segment and spare sufficient cash flow to cope with any sudden or prolonged adverse situation beyond its expectation. The Group will continue to acquire new printing machines and ancillary equipment to enhance the overall efficiency of its factories, and will also consider to set up a new handcraft factory outside Shenzhen, the PRC for the expanded production line to increase production efficiency and to meet the increasing sales orders for the coming periods. Furthermore, to ensure proper credit control on receivables, the Group will closely monitor the collection of receivables and be cautious of any risk of bad debts from its customers.

Music and Entertainment Business

The persistence of COVID-19 will continue to post a negative impact on the music and entertainment business in year 2021. The Group will allocate more financial resources to expand the music licensing business by acquisition or via licensing of existing catalogues from other song master owners. In year 2019, the Group was contracted to produce a famous overseas talent show by working with independent parties to film the show in the Greater Bay Area of the PRC. The show will be further delayed to year 2022. The persistence of COVID-19 will continue to post a negative impact to this segment throughout year 2021. Therefore, the Group will continue to explore investment opportunities and adopt cost tightening policies to improve the financial results of this segment.

Property Business

Property development business

The Group, through Zhongda Qingyuan, planned to build an industrial park on the Qingcheng Land with an array of industrial buildings, commercial buildings, apartments and dormitories. The buildings thereon were intended for lease or sales. The plan was approved by the Guangdong Qingyuan High-tech Industrial Development Zone Management Committee Office in March 2020 and was highly supported by the Qingyuan government.

The entire development of the Qingcheng Land is planned to be carried out in three to four phases. The construction work of the first industrial building commenced in July 2020 and its gross floor area was approximately 22,000 square metres, representing around 5.0% of the planned gross floor area of the land parcel. The completion date of the first industrial building was revised to the end of 2021. On 13 September 2021, Zhongda Qingyuan entered into the Previous Construction Agreement with the Previous Contractor, pursuant to which Zhongda Qingyuan agreed to engage the Previous Contractor for the provision of the Phase 2 Construction Work on the Qingcheng Land for a total contract price of approximately RMB194.80 million (equivalent to approximately HK$233.76 million). However, as disclosed in the announcement of the Company dated 22 October 2021, the Previous Construction Agreement was terminated by mutual agreement of the parties with effect from 22 October 2021. Zhongda Qingyuan has now engaged Guangdong Weiheng for the provision of the Phase 2 Construction Work on the Qingcheng Land.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Meanwhile, the Group is actively seeking cooperation opportunities with third parties to co-develop or invest in the industrial park.

Property investment business

The mini storage business is currently operated in the Fanling Building. As disclosed in the announcement of the Company dated 21 October 2021 and the relevant circular of the Company dated 17 December 2021 (‘‘Disposal Circular’’), Chung Tai Printing Holdings Limited (‘‘Chung Tai Printing’’), a wholly-owned subsidiary of the Company, has entered into a provisional sale and purchase agreement with a purchaser which is an Independent Third Party pursuant to which Chung Tai Printing conditionally agreed to sell to the purchaser 100% of the issued share capital of Profit Link Investment Limited（中大投資管 理有限公司）(‘‘Profit Link’’), an indirect wholly-owned subsidiary of the Company, which owns the Fanling Building, at an initial purchase price of HK$231 million (subject to adjustments). Upon completion of the transaction, the Group will cease to engage in the mini storage business. Please refer to the Disposal Circular for further details.

Securities Trading and Equity Investments Business

The Group expects the fair value of equity securities listed in Hong Kong may keep fluctuating in the foreseeable future due to the volatile global economy. The Group will carefully study the market and the information related to prospective investees before purchasing any securities, and will closely monitor the performance of the investments after every purchase as well as revise the investment strategy in a cautious manner as and when necessary to minimise the impact of market volatility.

Trading Business

The Group will continue to increase its financial resources to recruit more talents to expand the existing and new trading business in Hong Kong. Meanwhile, more resources will be allocated to the development of the online trading platform and its target of the online trading platform is to cooperate with more business partners across the world to provide a full range of value-added services to target customers.

I – 5

GENERAL INFORMATION

APPENDIX II

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 and short positions 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

Name of Director Capacity Mr. Suek Ka Lun, Ernie (‘‘Mr. Suek’’) Founder of a discretionary trust who can influence how the trustee exercises his discretion1 Interest of controlled corporation2 Beneficial owner Mr. Suek Chai Hong Beneficial owner Dr. Ng Wai Kwan Beneficial owner Mr. Wong Sun Fat Beneficial owner	Number of Shares held Approximate percentage of the issued share capital of the Company 39,872,000 16,730,000 1,580,000 58,182,000 22.94% 700,000 0.28% 8,000 0.01% (rounded up to 2 decimal places) 100,000 0.04%

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GENERAL INFORMATION

APPENDIX II

Notes:

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

2. These Shares are beneficially owned by Longoing Limited, which is a company wholly-owned by Mr. Suek.

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

CNA is beneficially owned by Preserve Capital Trust, a discretionary trust set up by Mr. Suek and the beneficiaries of which include a family member of Mr. Suek and a charitable institution set up in Hong Kong. Mr. Suek is deemed to be interested in all the deferred non-voting shares owned by CNA in the above subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date, no other Directors or chief executive of the Company had any interest or short positions in the shares, underlying shares or debentures of the Company or any 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 the 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.

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GENERAL INFORMATION

APPENDIX II

(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:

			Approximate
			percentage of
			the issued
			share capital
		Number of	of the
Name of Shareholder	Capacity	Shares held	Company
CNA1	Beneficial owner	39,872,000	15.72%
Alpadis Trust (HK) Limited1	Trustee	39,872,0002	15.72%
Alpadis Group Holding AG1	Interest of controlled corporation	39,872,0002	15.72%
Alain Esseiva1	Interest of controlled corporation	39,872,0002	15.72%
Dominik Philipp Heer1	Interest of controlled corporation	39,872,0002	15.72%
Krinya Heer4	Interest of spouse	39,872,0002	15.72%
Longoing Limited3	Beneficial owner	16,730,0003	6.60%

Notes:

1. CNA is beneficially owned by Preserve Capital Trust, a discretionary trust set up by Mr. Suek, the beneficiaries of which include a family member of Mr. Suek and a charitable institution set up in Hong Kong. Alpadis Trust (HK) Limited, which is wholly-owned by Alpadis Group Holding AG, is the trustee of Preserve Capital Trust. Alpadis Group Holding AG is owned as to 56.78% by Alain Esseiva and 43.22% by Dominik Philipp Heer.

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

3. Longoing Limited is a company wholly-owned by Mr. Suek. These 16,730,000 Shares duplicate with 16,730,000 Shares which Mr. Suek is interested in.

4. Spouse of Dominik Philipp Heer.

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

II – 3

GENERAL INFORMATION

APPENDIX II

Mr. Suek is a director of CNA and Longoing Limited. Save as aforesaid, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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 immediately preceding the Latest Practicable Date and are or may be material:

• (a) the purchase contract dated 23 December 2019 entered into between 錦翰印刷（深圳） 有限公司 (‘‘SZ Company’’) (a wholly-owned subsidiary of the Company) as purchaser and 深圳市宇鋒印刷設備有限公司 as vendor in relation to the acquisition of a set of second hand Heidelberg ten-colour offset printing machine at a total contract price of RMB4,980,000, details of which are set out in the announcement of the Company dated 23 December 2019;

• (b) the termination agreement dated 8 January 2020 entered into between 東莞市宏恒景實 業投資有限公司 and the SZ Company in respect of the termination of the lease agreement and the supplemental lease agreement between the parties with effect from 8 January 2020, details of which are disclosed in the announcement of the Company dated 8 January 2020;

• (c) the placing agreement dated 10 January 2020 (‘‘Placing Agreement’’) entered into between the Company and Merdeka Securities Limited, a licensed corporation to carry out Type 1 (dealing in securities) regulated activities under the SFO, as placing agent, in relation to the placing arrangement in respect of the proposed rights issue of the Company, details of which are disclosed in the circular of the Company dated 9 April 2020;

• (d) the underwriting agreement dated 10 January 2020 (‘‘Underwriting Agreement’’) entered into between the Company and Smithfield Ventures Limited, a wholly-owned subsidiary of CNA, as underwriter, in relation to the underwriting arrangement in respect of the proposed rights issue of the Company, details of which are disclosed in the circular of the Company dated 9 April 2020;

• (e) the supplemental agreement dated 31 January 2020 and the second supplemental agreement dated 7 April 2020 to the Placing Agreement entered into between the Company and Merdeka Securities Limited amending certain terms of the Placing Agreement, details of which are disclosed in the circular of the Company dated 9 April 2020;

II – 4

GENERAL INFORMATION

APPENDIX II

• (f) the supplemental agreement dated 31 January 2020 and the second supplemental agreement dated 7 April 2020 to the Underwriting Agreement entered into between the Company and Smithfield Ventures Limited amending certain terms of the Underwriting Agreement, details of which are disclosed in the circular of the Company dated 9 April 2020;

• (g) the Previous Construction Agreement dated 13 September 2021 entered into between Zhongda Qingyuan with the Previous Contractor, pursuant to which Zhongda Qingyuan agreed to engage the Previous Contractor for the provision of construction services on the Qingcheng Land for a total contract price of approximately RMB194.80 million (equivalent to approximately HK$233.76 million), the details of which are set out in the announcement of the Company dated 13 September 2021;

• (h) the provisional sale and purchase agreement dated 21 October 2021 entered into between Chung Tai Printing as vendor, SP (BVI) 1 Limited as purchaser and Supreme Cycle Inc. as guarantor in relation to the disposal of 100% of the issued share capital of Profit Link at an initial purchase price of HK$231 million (subject to adjustments), details of which are disclosed in the Disposal Circular;

• (i) the termination agreement dated 22 October 2021 entered into between Zhongda Qingyuan and the Previous Contractor in respect of the termination of the Previous Construction Agreement with effect from 22 October 2021, details of which are disclosed in the announcement of the Company dated 22 October 2021; and

• (j) the New Construction Agreement.

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 which is not expiring or determinable by the Group within one year without payment of compensation other than statutory compensation.

5. LITIGATION

清遠市中清房地產開發有限公司 (unofficial English name: Qingyuan Zhongqing Property Development Co., Ltd.) (‘‘Zhongqing’’), a non-wholly owned subsidiary of the Company, held the land use right of two commercial land parcels in Qingyuan, the PRC. On 18 June 2014, 深圳 市中星國盛投資發展有限公司 (unofficial English name: Shenzhen Zhongxing Guosheng Investment Development Co., Ltd.) (‘‘Zhongxing Guosheng’’), a wholly-owned subsidiary of the Company, initiated civil proceedings against Zhongqing in the People’s Court of Baoan District (‘‘Court’’) for, among other matters, the repayment of the shareholder’s loan contributed by Zhongxing Guosheng in an amount of RMB23,479,330 (‘‘Litigation’’). On 19 June 2014, pursuant to an application made by Zhongxing Guosheng for freezing and preserving the assets of Zhongqing with a total value of RMB23,400,000, an order was granted by the Court to freeze and preserve the two land parcels owned by Zhongqing from 24 June 2014 to 23 June 2016 (‘‘Freeze Order’’), aiming to ensure that Zhongqing would have sufficient assets to repay the shareholder’s loan to Zhongxing Guosheng.

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APPENDIX II

GENERAL INFORMATION

Two hearing sessions of the Litigation were held on 18 August 2014 and 25 September 2014 respectively. On 15 October 2014, the Group received a civil mediation document dated 30 September 2014 (‘‘Mediation Document’’) from the Court, acknowledging that: (i) the Group and Zhongqing confirmed that Zhongqing was indebted to Zhongxing Guosheng in a sum of RMB23,479,330; (ii) Zhongqing agreed to repay to Zhongxing Guosheng a sum of RMB23,479,330, together with interests accrued from 18 June 2014 to the date of repayment, which was within 15 days of the effective date of the Mediation Document; and (iii) where Zhongqing failed to repay the agreed amount, Zhongxing Guosheng was entitled to request Zhongqing to pay default interests calculated at two times of the lending rate of the People’s Bank of China over the same period.

As advised by the Group’s legal advisers in the PRC, the effective date of the Mediation Document was 15 October 2014 and thus, the deadline for repayment by Zhongqing was 30 October 2014. As at 30 October 2014, Zhongqing did not repay the outstanding shareholder’s loan and accrued interests to Zhongxing Guosheng.

On 27 May 2016, Zhongxing Guosheng submitted an application to the Court for the extension of the period covered by the Freeze Order and the application was accepted. The extended period covered by the Freeze Order started on 13 June 2016 and ended on 12 June 2019. In May 2019, Zhongxing Guosheng submitted an application to the Court again for the further extension of the period covered by the Freeze Order and the application was accepted accordingly. The further extended period covered by the Freeze Order started on 13 May 2019, and will end on 12 May 2022.

The management of the Group has assessed the following factors, including but not limited to: (i) the relevant costs and the land auction procedures in resolving the land freezing matter; (ii) the current development plan of Qingyuan City, the PRC; (iii) the demand and supply of the property market in Qingyuan City, the PRC; and (iv) the business objectives and resources allocation of various business segments of the Group. The management of the Group decided that no further action should be taken in respect of the Litigation at the moment, and the Group will closely monitor the negotiation progress with its business partner and will take further legal actions to protect the Group’s interest when appropriate. At the same time, the Group will also seek for any disposal opportunity of the land parcels.

So far as is known to the Directors, save for the Litigation, 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.

II – 6

GENERAL INFORMATION

APPENDIX II

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective close associates had any interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group.

7. INTERESTS IN CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2020 (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 any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which is significant in relation to the businesses of the Group.

8. 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 54, 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.

• (e) The English text of this circular shall prevail over the Chinese text.

9. DOCUMENTS ON DISPLAY

Copies of the material contracts referred to in the section headed ‘‘Material Contracts’’ in this Appendix will be published on the Stock Exchange’s website and the Company’s website for 14 days from the date of this circular.

II – 7

NOTICE OF SGM

NEWAY GROUP HOLDINGS LIMITED ����������[*]

(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. on Friday, 7 January 2022 at 5/F, Chung Tai Printing Group Building, 11 Yip Cheong Street, On Lok Tsuen, Fanling, New Territories, Hong Kong to consider and, if thought fit, pass the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the construction agreement dated 27 October 2021 (‘‘Construction Agreement’’) and entered into between 中大印刷（清遠）有限公司 (unofficial English translation being Zhongda Printing (Qingyuan) Company Limited) (‘‘Zhongda Qingyuan’’), a whollyowned subsidiary of the Company, and 廣東偉恒建築集團有限公司 (unofficial English translation being Guangdong Weiheng Construction Group Company Limited) (‘‘Guangdong Weiheng’’), in relation to the construction work to be carried out by Guangdong Weiheng on a parcel of land owned by Zhongda Qingyuan and located in the Qingyuan High-Tech Development Zone at District A, Dongkeng Cun Committee

• （東坑村委會）, Yuantan Town (North of Lianhu Industrial Park), Qingcheng District, Qingyuan City, Guangdong Province, the PRC, the details of which are set out in the circular of the Company dated 17 December 2021 (‘‘Circular’’) (a copy of which is marked ‘‘A’’ and signed by the chairman of the Meeting for identification purpose and has been tabled at the Meeting), be and is hereby confirmed, approved and ratified;

• (b) the transactions contemplated under the Construction Agreement be and are hereby approved; and

• For identification purposes only

SGM – 1

NOTICE OF SGM

• (c) any one of the directors of the Company (‘‘Directors’’) be and is hereby authorised to sign and execute all such documents or agreements or deeds on behalf of the Company and to do all 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 Construction Agreement and the 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 Construction 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 of Directors NEWAY GROUP HOLDINGS LIMITED Suek Ka Lun, Ernie Chairman

Hong Kong, 17 December 2021

Registered office: Principal place of business in Hong Kong: Clarendon House Chung Tai Printing Group Building 2 Church Street 11 Yip Cheong Street Hamilton, HM 11 On Lok Tsuen, Fanling Bermuda New Territories Hong Kong

Notes:

• (1) The board of Directors has made reference to the Prevention and Control of Disease (Requirements and Directions) (Business and Premises) Regulation (Chapter 599F of the Laws of Hong Kong) in relation to the arrangement of the Meeting. The Company will implement certain preventive measures at the Meeting, the details of which are set out in the section headed ‘‘Precautionary Measures for the SGM’’ in the Circular, to safeguard the health and safety of the attending shareholders, staff and other stakeholders.

• (2) 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/its behalf. A proxy needs not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

• (3) The Company does not in any way wish to diminish the opportunity available to the members of the Company to exercise their rights and to vote, but is conscious of the pressing need to protect the members from possible exposure to the coronavirus pandemic. For the health and safety of the members, the Company would like to encourage members to exercise their right to vote at the Meeting by appointing the chairman of the Meeting as their proxy instead of attending the Meeting in person. Physical attendance is not necessary for the purpose of exercising shareholders’ rights.

SGM – 2

NOTICE OF SGM

• (4) The proxy form shall be signed 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 proxy form 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 11:30 a.m. on Wednesday, 5 January 2022 or no later than 48 hours before the time appointed for holding the adjourned meeting, as the case may be.

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

• (6) 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.

• (7) For determining the identity of the members of the Company entitled to attend and vote at the Meeting, the register of members of the Company will be closed for registration of transfers of shares of the Company from Tuesday, 4 January 2022 to Friday, 7 January 2022, both dates inclusive. In order to be entitled to attend and vote at the Meeting, all completed share transfer documents 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 3 January 2022.

• (8) References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the board of Directors 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.

SGM – 3