Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2012

Aug 23, 2012

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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Hao Wen Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through who the sale or transfer was affected 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.

==> picture [54 x 54] intentionally omitted <==

HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8019)

MAJOR TRANSACTION

DISPOSAL OF 100% INTEREST IN GARNER INTERNATIONAL INVESTMENTS LIMITED

A notice convening the EGM to be held at Unit 2707, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 September 2012 at 2:30 p.m. is set out on pages 24 to 25 of this circular. An ordinary resolution will be proposed at the EGM to consider and, if thought fit, to approve amongst others the S & P Agreement. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before appointed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Circular” page for at least seven days from the date of its posting and on the website of the Company at http://www.tricor.com.hk/webservice/008019.

23 August 2012

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

		Page
Definitions......................................................................................................................................		1
Letter from	the Board..................................................................................................................	5
Appendix I	— Financial information of the Group..........................................................	18
Appendix II	— General Information ...................................................................................	19
Notice of EGM...............................................................................................................................		24

– ii –

DEFINITIONS

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

• “associate”

has the meaning ascribed to it in the GEM Listing Rules

• “Board”

the board of Directors

• “Business Day”

means any days (other than Saturday or Sunday) on which banks are generally open for business in Hong Kong

• “Company”

Hao Wen Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the GEM

• “Completion” completion of the Disposal in accordance with the terms and conditions of the S & P Agreement

• “Deed of Waiver”

the deed of waiver to be executed by the Company and Garner at Completion, pursuant to which the Company shall waive all the outstanding amount owed by the Disposal Group to the Company as at the date of Completion

• “Disposal”

• the disposal of the Sale Share by the Company to the Purchaser pursuant to the terms and conditions of the S & P Agreement

• “Disposal Group”

Garner and its subsidiaries

• “Directors”

the director(s) of the Company

• “EGM”

• an extraordinary general meeting of the Company to be convened and held on Wednesday, 12 September 2012 at 2:30 p.m. for approving the S & P Agreement and the transactions contemplated thereunder

• “Exclusive Distribution Agreement”

• the exclusive distribution agreement dated 22 January 2010 entered into between GDC and Merry Sky for appointment of Merry Sky as the exclusive distributor in the Licensed Territory for the distribution, sale and marketing of the Licensed Skin Care Products in the Licensed Territory on the terms and conditions approved by the Company

• “Garner”

• Garner International Investments Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

• “GDC”

• Germaine de Capuccini S.A., a company incorporated in Spain, the manufacturer of the Licensed Skin Care Products and the registered owner of the Health Certificates

– 1 –

DEFINITIONS

• “GEM”

Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM

• “Group”

the Company and its subsidiaries

• “Health Certificates” Hygiene License for the import of Cosmetics (進口非特殊用 途化妝品備案証) issued by the Ministry of Health of the PRC for the Licensed Skin Care Products pursuant to Regulations on the Cosmetics Hygiene (中國《化妝品衛生監督條例》) in the PRC. The effective period of the Health Certificates shall be four years from the date of the Health Certificates. In general, all Health Certificates shall be renewable every four years upon approval by the Ministry of Health of the PRC of the relevant renewal application

• “HK Everpride” Everpride Pharmaceutical (H.K.) Company Limited, a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of Garner

• “Hong Kong”

The Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 21 August 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Licensed Skin Care Products” all kinds of skin care products manufactured by GDC under the trade name “Gemaine de Capuccini”, registered under the Health Certificates

• “Licensed Territory”

Hong Kong, Macau and the PRC

• “Merry Sky”

• Merry Sky Holdings Limited, a private company incorporated with limited liability in the British Virgin Islands and a wholly owned subsidiary of the Company

• “PRC”

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

• “PRC Companies” Shanxi Everpride and Shanxi Sports Club

• “Purchaser”

• 山西常春藤醫藥科技發展有限公司 (Shanxi Chang Chuan Teng Medical Technology Development Company Limited*), a company established under the laws of the PRC with limited liability

– 2 –

DEFINITIONS

• “Remaining Group” the Group immediately after Completion “S & P Agreement” the conditional agreement dated 16 June 2012 entered into between the Company and the Purchaser relating to the Disposal

• “Sale Share” one ordinary share of US$1.00 in the capital of Garner, representing 100% of the issued share capital of Garner, to be acquired by the Purchaser from the Company pursuant to the S & P Agreement

• “Scylla” Scylla Assets Limited, a company incorporated in the British Virgin Islands and a directly wholly-owned subsidiary of the Garner

• “SFC” the Securities and Futures Commission “SFO” the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong

• “Shanxi Everpride” 山西中遠威藥業有限公司 (Shanxi Everpride Pharmaceutical Company, Ltd.*), a company established under the laws of the PRC with limited liability and an indirectly wholly-owned subsidiary of Garner

• “Shanxi Sports Club” 山西東方鳳凰山體育俱樂部有限公司 (Shanxi Dong Fang Feng Wang Shan Sports Club Company, Ltd.*), a company established under the laws of the PRC with limited liability and an indirectly wholly-owned subsidiary of Garner

• “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

• “Vendor” the Company

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC

* For identification purpose only

– 3 –

DEFINITIONS

“US$” US dollars, the lawful currency of the United States of America “%” per cent

For illustrative purpose only, conversions of RMB into HK$ are based on the approximate exchange rate of RMB1 to HK$1.22983. No representation is made that any amount into HK$ and RMB have been, could have been or could be converted at the above rate or any other rate.

– 4 –

LETTER FROM THE BOARD

==> picture [54 x 54] intentionally omitted <==

HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

Executive Directors: Mr. Hu Yangxiong Mr. Lee Cheuk Yue, Ryan Mr. Chow Yik Mr. Leung King Fai

Independent Non-Executive Directors: Ms. Yeung Mo Sheung, Ann Mr. Lam Kai Tai Mr. Wong Ting Kon

Registered office in Cayman Islands: Crickets Square Hutchins Drive P.O. Box 268 Grand Cayman KY1 - 1111 Cayman Islands

Head office and principle place of business in Hong Kong: Unit 2707, China Resources Building 26 Harbour Road Wanchai Hong Kong 23 August 2012

To the Shareholders of the Company

Dear Sir and Madam,

MAJOR TRANSACTION DISPOSAL OF 100% INTEREST IN GARNER INTERNATIONAL INVESTMENTS LIMITED

INTRODUCTION

Reference is made to the Company’s announcement dated 16 June 2012 in which the Board announced that on 16 June 2012, the Company, as the Vendor, entered into the S & P Agreement with the Purchaser pursuant to which the Company conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Company’s entire interest in Garner for a total consideration of HK$3,000,000. Pursuant to the S & P Agreement, the Company also agreed to irrevocably and unconditionally waive the outstanding amount owing by the Disposal Group to the Company as at the date of Completion (in any event the amount to be waived should not exceed HK$41.0 million).

– 5 –

LETTER FROM THE BOARD

The Disposal Group is principally engaged in the manufacturing and sale of pharmaceutical products. Upon Completion, the Remaining Group will cease to be engaged in the pharmaceutical business and will continue its existing business in the trading of biodegradable food containers and disposable industrial packaging for consumer products and distribution of skin care products.

As the applicable ratio of the Disposal under Rule 19.07 of the GEM Listing Rules exceeds 25% but is less than 75%, the Disposal constitutes a major transaction of the Company and is therefore subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

The purpose of this circular is to provide with the Shareholders, among other matters, the information required under the GEM Listing Rules in relation to the Disposal together with a notice of the EGM.

S & P AGREEMENT

Date: 16 June 2012

Parties:

Vendor: the Company

Purchaser: 山西常春藤醫藥科技發展有限公司 (Shanxi Chang Chuan Teng Medical Technology Development Company Limited*)

The Purchaser is a pharmaceutical company in Shanxi Province, the PRC. Mr. Wang Rong (“ Mr. Wang ”), the ultimate beneficial owner of the Purchaser, has extensive working experience in the pharmaceutical industry. Mr. Wang is a customer of Shanxi Everpride. He was identified by the Group’s sales staff over 5 years ago. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Group and are not connected persons (as defined under the GEM Listing Rules) of the Group.

Assets to be disposed:

Pursuant to the S & P Agreement, the Company conditionally agreed (i) to sell the Sale Share to the Purchaser; and (ii) to irrevocably and unconditionally waive the outstanding amount owing by the Disposal Group to the Company as at the date of Completion (in any event the amount to be waived should not exceed HK$41.0 million) by way of the Deed of Waiver.

The Sale Share represents 100% of the issued share capital of and the Group’s entire interest in Garner. Upon Completion, the Company will not have any interest in the Disposal Group and the Disposal Group will cease to be subsidiaries of the Company.

As at 31 December 2011, the outstanding amount owed by the Disposal Group to the Company was approximately RMB32.99 million (equivalent to approximately HK$40.58 million).

– 6 –

LETTER FROM THE BOARD

Consideration:

HK$3,000,000 in cash payable on Completion.

The consideration was arrived at after arm’s length negotiations between the Company and the Purchaser with reference to (i) the unaudited consolidated losses for the two years ended 31 December 2011 and three months ended 31 March 2012 of the Disposal Group; (ii) the net liabilities as at 31 December 2011 of the Disposal Group; (iii) the outstanding amount owing by the Disposal Group to the Company; and (iv) the exclusive right for the manufacturing and sale of the “Puli Capsule” is of no value given that annual negative cashflow was generated to the Group ever since the financial year ended 31 December 2003.

Completion:

The S & P Agreement will be completed within seven Business Days after all conditions have been fulfilled or waived.

Conditions:

Completion is conditional upon fulfilment of:

• (1) due diligence review on the Disposal Group having been completed to the satisfaction of the Purchaser;

• (2) having obtained a PRC legal opinion in relation to the PRC Companies;

• (3) all filings necessitated by the signing and performance of the S & P Agreement having been carried out and all applicable laws and regulations having been fully complied with;

• (4) no events having occurred between signing of the S & P Agreement and Completion which may result in any material adverse effect on the Disposal Group;

• (5) the warranties given by the Company in respect of the Disposal Group being true, accurate and not misleading as if repeated at the Completion and a tall times between the date of the S & P Agreement and Completion;

• (6) the passing by the Shareholders of ordinary resolution(s) to approve the S & P Agreement and the transactions contemplated thereunder in accordance with the GEM Listing Rules and applicable laws and regulations; and

• (7) where applicable, the obtaining of all approvals, confirmations, waiver or consents in respect of the S & P Agreement and all transactions contemplated thereunder from relevant authorities or other relevant third parties.

– 7 –

LETTER FROM THE BOARD

Conditions (3), (6) and (7) cannot be waived in all circumstances whereas the other conditions can be waived by the Purchaser in writing. If the conditions are not fulfilled or waived on or before 17 September 2012, (or such later date as the parties to the S & P Agreement may agree in writing), the S & P Agreement shall lapse and no party shall have any claim against the other party for costs, damages, compensation or otherwise save for any antecedent breaches.

As at the Latest Practicable Date, none of the condition above had been fulfilled.

Use of proceeds:

The proceeds from the Disposal will be used as general working capital.

REASONS FOR THE DISPOSAL

Given the poor performance of the Group’s pharmaceutical products business that has incurred losses for four consecutive years since the financial year ended 31 December 2008, the Directors consider that the Disposal will allow the Company to concentrate on its business in the trading of biodegradable food containers and industrial packaging products in Hong Kong.

Currently, the Group is principally involved in the manufacturing and sales of two pharmaceutical products, namely, the “Puli Capsule” and “Plasmin Capsule”. Notwithstanding that measures have been implemented in the past years to promote and improve the sales of the Group’s pharmaceutical products, the results were not satisfactory. As an illustration, advertisement expenses and sales commission of the pharmaceutical products business increased by approximately 22.5% and 25.4% respectively in the year ended 31 December 2011 as compared with the year ended 31 December 2010 but the turnover of the Group’s pharmaceutical products business recorded a decrease of approximately 8.9% for the corresponding period. Apart from this, the Group has encountered difficulties in the past in obtaining approvals for its new pharmaceutical products from the relevant PRC authorities that has tightened the approval standards.

In order to improve the results of the Group’s pharmaceutical products business, the Directors envisaged that substantial amount of additional resources would be required for (i) the development of new pharmaceutical products to meet the stringent approval standards so as to expand and diversify the Group’s product range; and (ii) market development in the highly competitive pharmaceutical industry in the PRC. As the total liabilities of the Group as at 31 December 2011 was approximately RMB219.09 million (equivalent to approximately HK$269.45 million), the Directors do not consider that it is financially viable for the Group to pursue such development plan. Any increase in borrowings to finance the development plan would have a negative effect on the gearing ratio and would further increase the finance costs of the Group. It is also anticipated that successful fund raising for the future development of such a loss making business may not be easy to achieve. In view of such difficulties, the Directors are not sure when the pharmaceutical products business will turn around.

The Directors still anticipate that fierce competition in the pharmaceutical industry in the PRC will continue to have a strong and adverse effect on the future earnings and prospects of the Disposal Group. Although the pharmaceutical business segment contributed over 60% to the Company’s turnover for the year ended 31 December 2011, it also contributed approximately RMB12.3 million operational loss to the Company’s loss after tax for the year ended 31 December 2011. In addition, the Disposal Group had net liabilities of approximately RMB54.6 million as at 31 December 2011, of which

– 8 –

LETTER FROM THE BOARD

approximately RMB32.99 million were owed to the Company. After such intra-group liabilities have been waived under the Deed of Waiver, the Disposal Group would still have net liabilities of approximately RMB21.6 million. The Purchaser agreed to take up the Disposal Group’s remaining net liabilities upon Completion. Having considered and reviewed the existing business operation and financial position of the Group, the Directors consider to Disposal will enhance shareholder’s value. Unlike the Disposal Group, the Remaining Group has a positive cashflow. The Directors believe that inputs of further managerial, operational and financial and sales resources to these businesses will enhance the performance of the Remaining Group. Moreover, having considered the above and the estimated gain of approximately RMB24.01 arising out of the Disposal, the Board considers that the consideration of HK$3 million of the Disposal is fair and reasonable.

Further information on the biodegradable products business is set out in the section headed “Information on the Company and the Remaining Group”.

The Directors (including the independent non-executive Directors) consider that the terms of the S & P Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE DISPOSAL GROUP

Garner is an investment holding company and the Disposal Group is principally engaged in the manufacturing and sale of pharmaceutical products in the PRC. The current group structure of the Disposal Group is set out below:

==> picture [116 x 93] intentionally omitted <==

==> picture [146 x 53] intentionally omitted <==

==> picture [163 x 199] intentionally omitted <==

– 9 –

LETTER FROM THE BOARD

A summary of the unaudited financial information of the Disposal Group for each of the two financial years ended 31 December 2011 and six months ended 30 June 2012 prepared in accordance with all applicable International Financial Reporting Standards is set out in the following table:

		Year ended 31 December	Year ended 31 December		Six months ended	Six months ended
	2010		2011		30 June 2012
	RMB’000	HK$’000	RMB’000	HK$’000	RMB’000	HK$’000
Turnover	88,437	108,763	80,541	99,052	39,563	48,656
Loss before taxation	(1,579)	(1,942)	(12,062)	(14,835)	(12,660)	(15,570)
Loss after taxation	(1,910)	(2,350)	(12,313)	(15,143)	(12,660)	(15,570)
Net liabilities	(34,175)	(42,029)	(54,560)*	(67,099)*	(67,760)	(83,333)

• Including the outstanding amount owed by the Disposal Group to the Company as at 31 December 2011 of approximately RMB32.99 million (equivalent to approximately HK$40.58 million).

INFROMATION ON THE COMPANY AND THE REMAINING GROUP

At present, the Group is principally engaged in (i) the manufacturing and sale of pharmaceutical products in the PRC; (ii) the trading of biodegradable food containers and disposable industrial packaging for consumer products in Hong Kong; and (iii) the distribution of skin care products.

Upon Completion, the Remaining Group will be principally engaged in the business in the trading of biodegradable food containers and disposable industrial packaging for consumer products and the distribution of skin care products. A summary of the unaudited financial information of the Remaining Group for each of the two financial years ended 31 December 2011 and six months ended 30 June 2012 prepared in accordance with all applicable International Financial Reporting Standards is set out in the following table:

		Year ended 31 December	Year ended 31 December		Six months ended	Six months ended
	2010		2011		30 June 2012
	RMB’000	HK$’000	RMB’000	HK$’000	RMB’000	HK$’000
Turnover	789	970	41,165	50,626	55,961	68,823
Loss before taxation	(36,124)	(44,426)	(35,230)	(43,327)	(12,846)	(15,798)
Loss after taxation	(36,124)	(44,426)	(35,230)	(43,327)	(12,846)	(15,798)
Total assets	50,125	61,645	150,426	184,998	165,367	203,373
Total liabilities	(3,271)	(4,023)	(126,521)	(155,599)	(154,506)	(190,009)
Net assets	46,854	57,622	23,905	29,399	10,867	13,365

The Remaining Group contributed approximately RMB41.17 million (equivalent to approximately HK$50.63) and approximately RMB55.96 million (equivalent to approximately HK$68.82) to the turnover of the Group for the financial year ended 31 December 2011 and six months ended 30 June 2012 respectively. Its contribution represented approximately 33.82% and 58.58% of the turnover of the Group for the financial year ended 31 December 2011 and six months ended 30 June 2012 respectively.

– 10 –

LETTER FROM THE BOARD

Biodegradable products

The Directors believe, after the Disposal and with sufficient working capital, the future operation of the biodegradable segment will have high growth potential given:

• (i) the increase in the public’s awareness of environmental protection;

• (ii) the increase in price of plastic (used in the manufacture of many of the substitites of the Group’s biodegradable products) in recent years due to high crude oil price; and

• (iii) the quality of the Group’s biodegradable products.

In view of the above and the promising figures from the six months ended 30 June 2012, the Directors are confident of the potential growth of the biodegradable products business. The Directors also intend to penetrate and develop the European market that has a population which, on average, has a higher level of awareness of environmental issues. Hence, the Directors consider that it will be in the interest of the Company to get rid of the continuing loss making pharmaceutical products business and to utilise the Group’s resources on the biodegradable products business that has a more prospective future.

The biodegradable products segment mainly involves in the marketing and development of biodegradable food containers and disposable industrial packaging products. The Group not only has a series of standard products but also have tailor made products in accordance with customers’ design and specifications and even participates in designing the products to fulfill customers’ needs. The Group also involves in product development, such as product design in different shape, size and capacity.

The materials used to produce such products are mainly agricultural waste, such as sugar cane dregs (a by-product of sugar refinery), straw, wheat stalk, reed and bamboo. The Group’s biodegradable products are 100% biodegradable to avoid environmental and aesthetic pollution. In this sense, the Group’s biodegradable products are truly environmental friendly as they are produced by recycling waste materials into useful products, unlike some of the Group’s competitors, who make their disposable containers with (i) paper based materials, which results in major global deforestation; or (ii) edible materials, such as corn starch.

The Group has set up its own team of experienced management by employing eight staff members for sales and marketing, distribution and merchandising for the biodegradable products business. The whole manufacturing process is closely monitored and finished products are inspected by our own staffs. The team is managed by Mr. Choy Kai Chung Andy and Ms. Xiao Lili.

Mr. Choy Kai Chung Andy has extensive experience in sustainable enterprises specializing in the renewable use of agricultural residues into consumable products and is assisting the Company in the production of the biodegradable food containers and disposable industrial packaging for consumer products. He also has extensive experience in green product development, green purchasing and green manufacturing process of various business lines. He specializes in certification programs such as ISO 14000, HACCP (Hazard Analysis Critical Control Point), GMP (Good Manufacturing Practice),

– 11 –

LETTER FROM THE BOARD

LCA (Life Cycle Assessment) and other International Product Certification Program. He has also been involved in Certification Program for Hong Kong Q Mark and Green Mark by FHKI (Federation of Hong Kong Industries). He had been serving international customers and acted as purchasing agent for Wal-Mart in South-east Asia.

Ms. Xiao Lili has extensive experience in purchasing, marketing and distribution, advertising and promotion. She has worked in a number of enterprises in PRC. Prior joining the Group, she was the Vice Plant Manager of Shenzen Lidefu Electronic Company Limited.

The management of the Group also helps to expand the existing marketing network and distribution channels by their business relationship in the retail market gained with their experience in sale distribution and retailing in the PRC. The Group acquired the trademarks and knowhow of the biodegradable products technology including its patents in May 2011.

The Group has registered one of its trademarks with the trademark offices in Hong Kong, the European Union and Switzerland. Its other trademark applications have been filed in the PRC, the United States of America and Canada and are still under the review with various trademark offices as at the Latest Practicable Date.

The biodegradable business of the Group is well covered by Classes 16 and 21. Classes 18 and 25 have been applied for future uses and can allow our biodegradable business to respond quickly as and when required by clients and when new product lines identified by our biodegradable business have more demand and a higher profit margin.

		Applicant/		Trade Mark	Date of	Renewal
Trade Mark	Place/Country	Proprietor	Status	number	registration	date
	Hong Kong	Earth Buddy	Registered (Classes 16,	301374110	29 June 2009	28 June 2019
			18, 21 and 25)(Note 1)
	European	Earth Buddy	Registered (Classes 16,	008410037	7 July 2009	7 July 2019
	Community		18, 21 and 25)
	Switzerland	Earth Buddy	Registered (Classes 16,	601313	3 July 2009	3 July 2019
			18, 21 and 25)

The Group has also registered one of its designs in Hong Kong, its other designs are also related to biodegradable food containers and disposable industrial packaging but have not been registered or applied for registration.

The industry of manufacturing biodegradable containers is customer oriented. Most of the designs of the containers are launched in order to cater customer needs. Continuing orders will be made by customers on those designed products (registered or unregistered) if the design have been accepted and approved by customers.

		Applicant/		**Registration **	Date of
Design	Place/Country	Proprietor	Status	number	registration
	Hong Kong	Earth Buddy	Registered	0900994.5	18 June 2009

– 12 –

LETTER FROM THE BOARD

Note:

Goods covered by Class 16 include:—

Paper, cardboard and goods made from these materials, containers of paper fiber for the shopping of food products and packaging material made of paper or biodegradable fiber paper.

Goods covered by Class 18 include:—

Bags, recycle bags, beach bags and shopping bags.

Goods covered by Class 21 include:—

Household or kitchen utensils and containers, bottles, dishes, disposable plates in paper, flower pots, garbage cans and vegetable dishes.

Goods covered by Class 25 include:—

Clothing, footwear and headgear.

Its biodegradable products are manufactured by OEM factories located in the PRC. The quality of the finished products manufactured by the subcontracting factories has to meet agreed standards and pass certain tests depending on the customers’ requirements. No written processing agreement has been signed with OEM factories. Before the biodegradable business was acquired by the Company, Talent Keen Limited, the previous vendor in the Group’s acquisition of this business in 2011, had business relationship with the OEM factories for years. The Group and the OEM factories have mutual understanding on the general terms of processing. Both of the OEM factories and the Company consider the processing agreement is not necessary as the terms of processing vary in accordance to individual customers’ requirements. Although there is no written processing agreement with the OEM factories, the Board considers that it is not practical to enter into such agreement as (i) the prices charged by the OEM factories are dependent on prevailing market conditions and may fluctuate over a period of time; and (ii) the Group would rather have more flexibility in terms of inventory control than to have a fixed commitment which may or may not be taken up by the Group’s customers. In any event, the Directors consider that in the unlikely event that the existing OEM factories cease to supply biodegradable products to the Group, the Group should be able to secure manufacturing capacity from other OEM factories at similar prices without much difficulties.

The customers of this segment are mainly trading companies engaged in the import and export of these products. Located in Hong Kong. Apart from those customers introduced by the previous vendor of Smart Courage Limited, the Group has also developed new customers. The gross profit margin is based on the material and other manufacturing costs, prevailing market condition and customers’ acceptance.

The Group has intention to develop the worldwide market for its biodegradable products. The Group is actively seeking strategic partners in different geographical regions to expand its business through business cooperation in various forms including technology transfer and business joint ventures. The goal of the Group is to build a sustainable and profitable global business while help protect and enhance the global environment.

– 13 –

LETTER FROM THE BOARD

At present, the Remaining Group is funded by internal financial resources. In the event that the Group has adequate financial resources, the Group has intention to acquire or set up its own factory for the manufacturing of the biodegradable products.

The production cycle of the Group’s biodegradable products is very short. Usually, it takes 3 to 6 weeks from the receipt of customers’ purchase orders to the delivery of goods and receipt the balance of payments from customers and accordingly, the Group does not have many confirmed orders on hands. As of the Latest Practicable Date, the Group had approximately HK$4 million confirmed orders for the biodegradable products segment.

Skin care products

Other than the trading of biodegradable products business, the Remaining Group is also engaged in the distribution of skin care products. The skin care products include professional products exclusively for beauty salons and general products for the public and are traded under the name “Germaine de Cupccini” which is one of the renowned and popular brand names for skin care and personal care products in Spain with established reputation and approved European Union standard. Major customers are mainly beauty salons located in the PRC.

Pursuant to the Exclusive Distribution Agreement, Merry Sky has been granted an exclusive license (without any commission payable by Merry Sky to GDC for being the exclusive distributor) to distribute, sell and market all kinds of Licensed Skin Care Products in the Licensed Territory for a fixed term from the date of the Exclusive Distribution Agreement until 31 December 2015 which shall be renewable for a further term of 4 years upon expiry of the initial term at a nominal fee. There is no payment to be made by Merry Sky to GDC for granting the exclusive license to Merry Sky.

The Exclusive Distribution Agreement can be terminated (i) by either party in the event of the breach of the Exclusive Distribution Agreement by other party, or (ii) automatically in event of Merry Sky’s failure to make payments, its failure to purchase the minimum quantities of the Licensed Skin Care Products, the liquidation or insolvency of either party, Merry Sky’s failure to fulfill non-competition undertaking or legal requirement and permits in the Licensed Territory or change of ownership or control of Merry Sky where Merry Sky fails to notify GDC of that event within 30 days. No other penalties are imposed on Merry Sky for its failure to make the minimum purchase. During the subsistence of the Exclusive Distribution Agreement, Merry Sky shall not manufacture, import, represent or market any products which are or may be competitive with the Licensed Skin Care Products.

Moreover, after 3 years initial development phase, the Company shall use the following business model which best optimise ours and GDC’s strength to capture the PRC market:

• a. a highly professional, experienced and skillful beauticians and trainer team on regular visits to beauty salons chains, coaching and assisting in the sales and marketing of treatment programmes and home pack to customers;

• b. using IT designed website to track down end users of GDC products by launching loyalty programmes encompassing lucky draws and periodic promotional campaign;

– 14 –

LETTER FROM THE BOARD

• c. setting up GDC shop counter in leading department stores in major cities in the PRC which is a very direct and effective brand building means and also tapping onto the retail end of the PRC market; and

• d. setting up GDC beauty salons in selective cities in the PRC.

GDC is privileged to undertake the above business model in its entirety because no other brand has as many choices of skin care products which are properly licensed and registered under the Health Certificates.

FINANCIAL EFFECT OF THE DISPOSAL

There will be an immediate cash inflow of proceeds from the Disposal of approximately HK$3,000,000 to the Remaining Group which the Remaining Group intends to use for general working capital purpose while the outstanding amount of approximately RMB32.99 million (equivalent to approximately HK$40.58 million) owing by the Disposal Group to the Company as at 31 December 2011 is to be waived by the Company pursuant to the Deed of Waiver. As the Disposal Group has been loss making for consecutive financial years, it is expected that the Group’s consolidated losses will be lessened after Completion.

The actual gain to be realized from the Disposal and be accounted for in the consolidated financial statements of the Company for the financial year ending 31 December 2012 will be computed based on the financial information of the Disposal Group as at Completion and which is subject to audit. For illustrative purposes, there is an estimated gain of approximately RMB24.01 million (equivalent to approximately HK$29.52 million) arising on the Disposal based on the consideration of HK$3 million (equivalent to approximately RMB2.44 million), the net liabilities of the Disposal Group as at 31 December 2011 of approximately RMB54.56 million (equivalent to approximately HK$67.10 million) and the outstanding amount of approximately RMB32.99 million (equivalent to approximately HK$40.58 million) owing by the Disposal Group to the Company as at 31 December 2011 to be waived by the Company pursuant to the Deed of Waiver.

FINANCIAL AND TRADING PROSPECTS OF THE REMAINING GROUP

Following Completion, the Group will focus on its existing business in the trading of biodegradable food containers and disposable industrial packaging for consumer products. With the consideration of HK$3 million to be received from the Purchaser and the resources which would otherwise have been used in the operations of the Disposed Group freed up after the Disposal, the Directors believe that the consolidated result of the Group will improve as a result and the Group’s overall financial position will also improve. More resources can be directed to the biodegradable products business which is showing promising prospects. In addition the Group will continue to explore opportunities to penetrate and develop the European market that has a population which, on average, has a higher level of awareness of environmental issues. The Directors believe the ongoing Euro crisis will not have much impact on the utilization on the environmental products. As all European orders are denominated in HK$, the Group’s exposure to foreign currency exchange risk is minimal.

– 15 –

LETTER FROM THE BOARD

INTENTIONS OF THE COMPANY

As at the Latest Practicable Date, the Company has no intention to dispose of or to discontinue its existing business (that is, trading of biodegradable products, and/or distribution of skin care products) and there is no agreement, arrangement, intention, negotiation and/or plan about any acquisition, and/or to carry out a principal business other than the existing business of the Company (whether concluded or not).

UPDATES ON THE RESUMPTION OF TRADING IN THE SHARES

Trading in the Shares on the Stock Exchange has been suspended at the request of the Company with effect from 9:00 a.m. on 1 April 2011. In the announcement of the Company dated 21 September 2011, it was revealed that the conditions for resumption as set out in a letter from the Stock Exchange were as follows:

• (1) investigate and address the issues raised by KLC Kennic Lui & Co. Ltd.;

• (2) demonstrate that the Company has effective internal controls and financial reporting procedures to meet its obligations under the GEM Listing Rules;

• (3) publish all outstanding financial results and address any audit qualifications.

Stock Exchange may modify any of the above and/or impose further conditions if the situation changes.

The Company has been taking necessary steps to fulfil the above conditions for resumption. With the release of the announcement of the interim results 2012 by the Company on 6 August 2012 and the dispatch of the interim report 2012 on 10 August 2012, the Company has fulfilled its obligations under the GEM Listing Rules in respect of the publication of financial results and there is no outstanding financial results not yet published.

KL CPA Limited, the independent professional firm appointed by the Company to review the Group’s internal controls and financial reporting procedures, has not yet completed their review. The Company will make further announcement on the latest development as and when appropriate.

SUSPENSION OF TRADING

Trading in the Shares on the Stock Exchange has been suspended at the request of the Company with effect from 9:00 a.m. on 1 April 2011 and shall remain suspended until further notice.

GEM LISTING RULES IMPLICATIONS

As the applicable ratio of the Disposal under Rule 19.07 of the GEM Listing Rules exceeds 25% but is less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement and the Shareholders’ approval at the EGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders has an interest in the Disposal, no Shareholder is therefore required to abstain from voting on the resolution(s) to be proposed at the EGM to approve and Disposal and the transactions contemplated thereunder.

– 16 –

LETTER FROM THE BOARD

EGM

A notice convening an extraordinary general meeting of the Company to be held at Unit 2707, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 September 2012 at 2:30 p.m. (the “ EGM ”) is set out on pages 24 to 25 of this circular. An ordinary resolution will be proposed at the EGM to consider and, if thought fit, to approve the S & P Agreement.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before appointed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

RECOMMENDATION

The Board considers that the terms of the S & P Agreement contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to approve the S & P Agreement (and the transactions contemplated thereunder) at the EGM.

ADDITIONAL INFORMATION

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

By Order of the Board Hao Wen Holdings Limited Leung King Fai Executive Director

– 17 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTNESS STATEMENT

Debt securities

At the close of business on 30 June 2012, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had outstanding convertible bonds with carrying value of approximately RMB95 million and promissory notes with carrying value of approximately RMB23 million.

Borrowings

As at the close of business on 30 June 2012, the Group had outstanding borrowings of approximately RMB14 million, comprising unsecured interesting-bearing other loans of approximately RMB14 million.

Contingent Liabilities

As at the close of business on 30 June 2012, the Group had no material contingent liabilities.

Disclaimers

Save as disclosed above and apart from intra-group liabilities, at the close of business on 30 June 2012, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance lease commitments, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that after taking into account the internal financial resources of the Group and the consideration to be received in connection with the Disposal, the Group will have sufficient working capital for at least the next twelve months from the date of this circular.

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in financial or trading position of the Group since 31 December 2011, being the date of which the latest audited financial statements of the Group were made up.

– 18 –

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 Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 OF DIRECTORS AND CHIEF EXECUTIVES

Directors’ interests and short positions in the securities of the Company and its associated corporations

Save as disclosed below, as at the Latest Practicable Date, none of the Directors, chief executives of the Company and their associates had any interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) 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 interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to rules 5.46 to 5.67 of the GEM Listing Rules and the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange:

• I Interests in issued ordinary shares and underlying shares of the Company

			Approximate
Name of Director	Capacity/Nature of	No. of	Percentages of
	interest	Shares	interest
		(Note 1)
Mr. Hu Yangxiong	Beneficial Owner and	85,700,000 (L)	4.68%
	Interest of a controlled
	corporation
Mr. Leung King Fai	Beneficial owner	660,000 (L)	0.036%
Note:

The letter “L” denotes a long position in shares.

– 19 –

GENERAL INFORMATION

APPENDIX II

II Interests in the shares options of the Company

					Approximate
		Exercise price	Exercisable	No. of share	percentage
Name of director	Date of grant	per Share	period	options	held
		(HK$)
Hu Yangxiong	22 January 2010	0.2488	2 December 2009 to	86,760,000	6.79%
			1 December 2019
Leung King Fai	11 November 2009	0.211	11 November 2009 to	4,000,000	0.26%
			10 November 2019

3. SUBSTANTIAL SHAREHOLDERS

Save as disclosed below, the Directors and chief executive of the Company are not aware that there was any party (other than a Director or chief executive of the Company), who, as at the Latest Practicable Date had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote at general meeting of any other member of the Group:

			Approximate
	Capacity/Nature of		percentages of
Name	interest	No. of Shares	interest
		(Note 1)
Beckon Investments Limited	Beneficial owner	193,975,000(L)	10.59%
Mr. Yip Chi Fai, Stevens	Interest of a controlled	193,975,000(L)	10.59%
(Note 2)	corporation
Mr. Liu Yinxiao	Beneficial owner	110,000,000(L)	6.00%

Note:

1. The letter “L” denotes a long position in shares.

2. Beckon Investments Limited is an investment holding company incorporated in the British Virgin Islands and is wholly owned by Mr. YIP Chi Fai, Stevens. Mr. YIP Chi Fai, Stevens is deemed to be interested in all of the 193,975,000 shares of the Company held by Beckon Investments Limited.

– 20 –

GENERAL INFORMATION

APPENDIX II

4. DIRECTORS’ INTERESTS IN ASSETS/CONTRACTS AND OTHER INTERESTS

None of the Directors have any direct or indirect interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to nay member of the Group since 31 December 2011, being the date to which the latest published audited consolidated accounts of the Group were made up.

None of the Directors were materially interested in any assets, contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date which was significant in relation to the business of the Group.

5. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors were aware of, none of the Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors have entered into any service contract with the Company or any of its subsidiaries or associated companies (excluding contracts expiring or determinable by the employer within one year without payment of any compensation, other than statutory compensation).

7. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) were entered into by members of the Group within two years immediately preceding the date of the circular, which are or may be material:

• (i) the agreement dated 30 August 2010 entered into between Shanxi Huizhong Animation Technology Development Company Limited（山西�眾動漫科技開發有限公司）[#] as purchaser and Shanxi Everpride Pharmaceutical Company Limited（山西中遠威藥業[#] 有限公司）as vendor in respect of the disposal of the factory buildings and the land located at Taigu County, Shanxi Province PRC and the seven properties in Shanghai;

• (ii) the tenancy agreement dated 30 August 2010 between Shanxi Huizhong Animation Technology Development Company Limited（山西�眾動漫科技開發有限公司）[#] as landlord and Shanxi Everpride Pharmaceutical Company Limited（[#] 山西中遠威藥業 有限公司）as tenant in relation to the factory building and the land located at Taigu County, Shanxi Province PRC;

• (iii) two subscription agreements both dated 12 August 2010 between the Company as issuer and separately with two subscribers namely: Liu Yinxiao and Wu Zhendong in relation to subscription for an aggregate of 146,590,009 new Shares at price of HK$0.10 each;

– 21 –

GENERAL INFORMATION

APPENDIX II

• (iv) the sale and purchase agreement dated 24 December 2010 entered into between Talent Keen Limited as vendor, Mr. Choy Kai Chung Andy as the vendor’s guarantor and Premium Stars Investments Limited, a wholly-owned subsidiary of the Company, as purchaser in connection with the acquisition of the entire issued share capital of Smart Courage Limited, the details of which are set out in the Company’s circular dated 11 April 2011; and

• (v) the S & P Agreement.

8. LITIGATION

As at the Latest Practicable Date, so far as the Directors were aware of, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claims of material importance pending or threatened by or against any member of the Group.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Unit 2707, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association, equivalent documents of issuer and byelaws of the Company;

• (b) the Company’s annual reports for the three years ended 31 December 2009, 2010 and 2011;

• (c) the material contacts referred to in the paragraph headed “Material Contracts’’ to this appendix; and

• (d) the Company’s circular dated 1 April 2012 and this circular.

10. MISCELLANEOUS

• (a) The company secretary of the Company is Mr. Leung King Fai who is also an executive Director and the financial controller of the Company. Mr. Leung King Fai is a member of CPA Australia and the Hong Kong Institute of Certified Public Accountants

• (b) The compliance officer of the Company is Mr. Hu Yangxiong, who is also an executive Director and the chief executive officer of the Company. Mr. Hu Yangxiong is qualified as CPA of China and Advanced Accountant.

– 22 –

GENERAL INFORMATION

APPENDIX II

• (c) The Company established an audit committee (“ Audit Committee ”) with written terms of reference in compliance with Rules 5.28 to 5.29 if the GEM Listing Rules. The Audit Committee’s principle duties are to review and supervise the financial reporting process and internal control procedures of the Group. The existing members of the Audit Committee comprise Mr. Lam Kai Tai, Mr. Wong Tink Kon and Ms. Yeung Mo Sheung, Ann, all of whom are independent non-executive Directors. Further details of them are as follows:

Mr. Lam Kai Tai , aged 45, was educated at U.C. Berkeley and University of San Francisco as Finance major. In 1997, Mr. Lam joined First Yuanta Securities Ltd. In 2003, Mr. Lam joined Galaxy Entertainment Group (Macau) as Project Manager to oversee the construction and development of Waldo Hotel, Grand Waldo Hotel, Starworld Hotel and Galaxy Macau. Mr. Lam has more than 10 years of experience in project management and merger and acquisition.

Mr. Wong Ting Kon , aged 41, holds a Bachelor degree in Commerce from University of Windsor, Canada. He is a Certified Public Accountant (Practising) of The Hong Kong Institute of Certified Public Accountants and a fellow member of The Association of Certified Accountants. He is currently a Partner of Chan Wong & Company C.P.A., Mr. Wong was an independent non-executive director of Sanyuan Group Limited, which was listed on The Stock Exchange of Hong Kong Limited, from March to December 2009.

Ms. Yeung Mo Sheung, Ann , aged 47, joined the Group in 2011. Ms. Yeung holds a Bachelor degree of Retail Marketing with honours in the United Kingdom and a Diploma in Marketing from The Chartered Institute of Marketing. She pursued her further study on legal course and has been awarded a Diploma in Legal Practice in the United Kingdom in 1998 and is presently a partner of Messrs. Wong & Wong, Lawyers, a legal firm in Hong Kong. Ms. Yeung was an independent non-executive director of Fast Systems Technology (Holdings) Limited (now known as Seamless Green China (Holdings) Limited), a company listed on the Growth Enterprise Market of the Stock Exchange and currently is an independent non-executive director of Success Universe Group Limited (formerly known as Macau Success Limited).

• (d) The English text of this circular shall prevail over the Chinese translation in the event of inconsistency.

– 23 –

NOTICE OF EGM

==> picture [54 x 54] intentionally omitted <==

HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ Meeting ”) of Hao Wen Holdings Limited (the “ Company ”) will be held at Unit 2707, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 September 2012 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the conditional sale and purchase agreement dated 16 June 2012 (the “ S & P Agreement ”) entered into among Hao Wen Holdings Limited (the “ Vendor ”), 山西常春藤醫藥科技 發展有限公司 (the “ Purchaser ”) and Garner International Investments Limited (“ Garner ” and together with its subsidiaries, the “ Disposal Group ”) in relation to the disposal of the entire interest in Garner by the Vendor to the Purchaser and all of the transactions contemplated thereunder be and hereby approved, confirmed and ratified;

3. (b) the irrevocable and unconditional deed of waiver (the “ Deed of Waiver ”) to be entered into among the Company and Garner in relation to the Company’s waiving of all of the outstanding amount owing by the Disposal Group to the Company as at the date of completion of the S & P Agreement (in any event the amount to be waived should not exceed HK$41.0 million) be and hereby approved, confirmed and ratified; and

4. (c) any director of the Company be and is thereby authorized to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation and completion of the S & P Agreement and all the transactions contemplated thereunder.”

By Order of the Board Hao Wen Holdings Limited Leung King Fai Executive Director

Hong Kong, 23 August 2012

– 24 –

NOTICE OF EGM

Registered office in Cayman Islands: Crickets Square Hutchins Drive P.O. Box 268 Grand Cayman KY1 - 1111 Cayman Islands

Head office and principle place of business in Hong Kong: Unit 2707, China Resources Building 26 Harbour Road Wanchai Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share of the Company as if he was solely entitled thereto; but if more than one or such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch registrar and transfer office in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

4. For the purpose of determining the identity of members who are entitled to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 10 September 2012 to Tuesday, 11 September 2012 (both dates inclusive) during which period no transfer of shares will be registered. All properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 7 September 2012.

5. Whether or not you are able to attend the EGM in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish. In the event that you attend the EGM after having lodged the proxy form, it will be deemed to have been revoked.

As at the date hereof, the executive Directors are Messrs. Hu Yangxiong, Lee Cheuk Yue, Ryan, Chow Yik and Leung King Fai; the independent non-executive Directors are Ms. Yeung Mo Sheung, Ann, Messrs. Lam Kai Tai and Wong Ting Kon.

– 25 –