Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2013

Nov 5, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hao Wen Holdings Limited (皓文控股有限公司) , you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

==> picture [60 x 60] 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)

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ISSUE SHARES, PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the independent committee (the “Independent Board Committee”) of the board of directors of the Company is set out on page 10 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 11 to 16 of this circular.

Notice convening the Extraordinary General Meeting of the Company (“EGM”) (to be held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 25 November 2013) is set out on pages 17 to 19 of this circular. Proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy forms in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong share registrar, Tricor Abacus Ltd. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the 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 or any adjournment thereof should you so wish.

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

6 November 2013

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 of the Stock Exchange 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from Tanrich Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

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

• “associate(s)” shall have the meaning as defined in the GEM Listing Rules

• “Board” the board of Directors

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

• “Connected persons” has the meaning ascribed thereto under the Listing Rules

• “controlling shareholder” has the meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company

• “EGM” extraordinary general meeting of the Company to be convened and held for approving, among other things, the refreshment of the Existing General Mandate

• “GEM” the Growth Enterprise Market of the Stock Exchange

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

• “Eligible Participant” has the meaning ascribed thereto under the Listing Rules

• “Existing General Mandate” the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 6 May 2013 to allot, issue and deal up to 20% of the then issued share capital of the Company as at the date of the annual general meeting on 6 May 2013

• “Group”

• The Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Independent Board Committee”

• “Independent Financial Adviser” or “Tanrich Capital”

• “Independent Third Party(ies)”

• “Independent Shareholders”

• “Latest Practicable Date”

• “New General Mandate”

• “Shareholder(s)”

• “Stock Exchange”

• “%”

• the independent committee of the Board comprising the independent non-executive Directors, namely Mr. Lam Kai Tai, Mr. Wong Ting Kon and, Ms. Yeung Mo Sheung, Ann to advise the Independent Shareholders as to the New General Mandate

• Tanrich Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing General Mandate

• a party(ies) and, if applicable, the ultimate beneficial owner(s) of the party(ies) who does/do not fall into the definition of connected persons to the Company under Chapter 20 of the GEM Listing Rules

• Shareholders other than the Directors (excluding the independent non-executive Directors), chief executive of the Company and their respective associates

• 1 November 2013, being the latest practicable date prior to the printing of this circular to ascertain certain information contained herein

• the mandate proposed to be sought at the EGM to authorize the Directors to allot, issue and deal with the Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM

• the shareholder(s) of the Company

• The Stock Exchange of Hong Kong Limited

• per cent

– 2 –

LETTER FROM THE BOARD

==> picture [60 x 59] 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. Chow Yik Mr. Lee Cheuk Yue, Ryan Mr. Leung King Fai

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

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111

Principal place of business in Hong Kong: Unit 2707, China Resources Building 26 Harbour Road Wanchai Hong Kong 6 November 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ISSUE SHARES, PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with: (i) details of the refreshment of the Existing General Mandate; (ii) the proposed refreshment of scheme mandate limit of the Share Option Scheme; (iii) the recommendation from the Independent Board Committee relating to the refreshment of the Existing General Mandate; (iv) a letter of advice from the Independent Financial Adviser setting out, among other things, its recommendation to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Existing General Mandate; and (v) the notice of EGM.

– 3 –

LETTER FROM THE BOARD

REFRESHMENT OF GENERAL MANDATE

The Existing General Mandate

At the annual general meeting of the Company held on 6 May 2013, the Shareholders passed among others, ordinary resolution to grant the Directors the Existing General Mandate to issue, allot and otherwise deal with a maximum of 40,533,370 Shares (taken into account of the Share consolidation on the basis of every 10 issued and unissued then Shares consolidated into 1 consolidated Share), representing 20% of the then total nominal amount of the share capital of the Company in issue on the date of passing such resolution.

Reasons for refreshment

The Existing General Mandate has not been utilized and there has been no refreshment of the Existing General Mandate since the annual general meeting held on 6 May 2013. Total number of issued share capital has been increased since then and was 1,824,001,686 Shares as at the Latest Practicable Date. The Directors believe that the granting of the New General Mandate is in the interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group’s future business development and to strengthen the capital base of the Company. In this regard, the Directors also consider equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. The granting of the New General Mandate would provide the Company with the necessary flexibility to (i) fulfill any possible funding needs for future business development and/or investment decisions; and (ii) strengthen the capital base of the Company in order to relieve the Group’s financial position. Accordingly, the Directors are of the view that the granting of the New General Mandate is in the interests of the Company and the Independent Shareholders as a whole. Furthermore, the additional amount of equity which may be raised after the granting of the New General Mandate would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner.

– 4 –

LETTER FROM THE BOARD

Sets out below are the capital fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

	Description of
Date of	the fund raising		Actual use of
announcements	activities	Intended use of proceeds	proceeds
11 July 2013	Open offer on the	for the settlement of the	Has been deposited
	basis of eight	outstanding convertible	in the bank
	offer shares for	notes together with	accounts of the
	every one	accrued interests of	Group and will
	consolidated	approximately HK$103	be used as
	share	million and promissory	intended
		notes together with
		accrued interests of
		approximately HK$31
		million, and as to
		HK$22 million for
		general working capital
		purposes.

Save as and except for the above, the Company had not conducted any other capital fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

The Directors consider that it is in the interests of the Company and the Shareholders as a whole to grant the New General Mandate by maintaining the financial flexibility necessary for the Company to raise funds through the issue of new securities for its general working capital as and when the Directors think appropriate in the future. Therefore, the Board proposes to seek the approval of the Shareholders to refresh the existing General Mandate at the EGM. As at the Latest Practicable Date, a total of 1,824,001,686 Shares were in issue. Subject to the passing of the proposed resolution for the refreshment of General Mandate and on the basis that no Share will be issued or repurchased by the Company prior to the EGM, the Company will be allowed under the New General Mandate to issue a maximum of 364,800,337 new Shares.

The New General Mandate will, if granted, remain effective until the earliest of:

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

• (ii) the expiration of the period within which next annual general meeting of the Company is required to be held by the law of Cayman Islands or the Articles of Association; and

• (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

– 5 –

LETTER FROM THE BOARD

Pursuant to Rule 17.42A of the GEM Listing Rules, the refreshment of the Existing General Mandate requires the approval of the Independent Shareholders at the EGM at which any controlling shareholders and their associates or, where there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the refreshment of the Existing General Mandate.

To the extent that the Company was aware having made all reasonable enquiries, at the Latest Practicable Date, (i) there were no controlling shareholder of the Company; and (ii) there were no Directors and their respective associates controlled or are entitled to exercise control over the voting rights in respect of the Shares and are required to abstain from voting in favour of the resolution for approving the proposed refreshment of the Existing General Mandate at the EGM.

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

The Board proposed to seek Shareholder’s approval for refreshment of the Scheme Mandate Limit. The Share Option Scheme was adopted by the Company on 24 September 2009. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force. Pursuant to the Share Option Scheme, the original maximum number of shares of the Company which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company (i.e. the Scheme Mandate Limit), shall not exceed 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme. The Company may refresh the Scheme Mandate Limit by ordinary resolution of the Shareholders’ at general meeting provided that:

• (a) the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of Shares in issue as at the date of the Shareholders’ approval of the refreshment of the Scheme Mandate Limit; and

• (b) options previously granted under the Share Option Scheme and any other share option scheme(s) of the Company (including those outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Notwithstanding the foregoing, the maximum number of shares of the Company which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of shares of the Company in issue from time to time.

As at the Latest Practicable Date, options carrying rights to subscribe for 2,502,128 Shares have been granted, of which 2,502,128 Option remained outstanding under the Share Option Scheme. Upon exercise of all outstanding options, 2,502,128 Shares would fall to be issued, representing approximately 0.14% of the existing issued share capital of the Company as at the date of this circular.

In order to facilitate the Company to maximum the use of options to retain and/or recruit employees, advisers, consultants and other Eligible Participants, the Company wishes to seek Shareholders’ approval for refreshment of the Scheme Mandate Limit.

– 6 –

LETTER FROM THE BOARD

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the article of association of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment and accordingly will entitle the holders of Options to participate in voting, transfer and other rights including those arising on liquidation of the Company, and all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment.

Currently, there is no trustee appointed for the Share Option Scheme and there is no director of the Company who is a trustee of the Share Option Scheme nor has a direct or indirect interest in the trustees (if any).

If the refreshment of the Scheme Mandate Limit is approved at the EGM, based on the 1,824,001,686 Shares in issue as at the date of this circular and assuming no further Shares will be allotted and issued and no Shares will be repurchased after the date of this circular and up to the date of the EGM, the Company may grant further options carrying rights to subscribe for up to a total of 1,824,001,686 Shares under the Share Option Scheme (representing 10% of the issued share capital of the Company as at the date of EGM).

The Board considers that refreshment of the Scheme Mandate Limit is in the interests of the Company and its Shareholders as a whole.

The proposed refreshment of the Scheme Mandate Limit is conditional on:

• (a) the passing of the necessary resolution to approve the proposed refreshment of the Scheme Mandate Limit by the Shareholders at the EGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in such number of Shares representing 10% of the Shares in issue as at the date of EGM, which may be issued pursuant to exercise of options to be granted under the refreshed Scheme Mandate Limit.

INDEPENDENT ADVICE

The Independent Board Committee comprising Mr. Lam Kai Tai, Mr. Wong Ting Kon and Ms. Yeung Mo Sheung, Ann, all of them being the independent non-executive Directors, has been formed to advise the Independent Shareholders, and Tanrich Capital has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on the grant of the New General Mandate.

EGM

The notice of the EGM is set out on pages 17 to 19 of this circular.

The EGM will be convened for the purpose of obtaining approval from the Independent Shareholders for the refreshment of the Existing General Mandate and to authorize the Board to determine and deal with matters relating thereto, at its discretion with full authority.

– 7 –

LETTER FROM THE BOARD

Proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy forms in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong share registrar, Tricor Abacus Ltd. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the 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 or any adjournment thereof should you so wish.

RECOMMENDATIONS

The Independent Board Committee has been established to advise the Independent Shareholders on whether the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

The text of the letter from Independent Board Committee to the Independent Shareholders is set out on page 10 of this circular. The letter from Tanrich Capital is set out on pages 11 to 16 of this circular containing the principal factors and reasons it has taken into consideration and its recommendation to the Independent Board Committee and the Independent Shareholders in relation to the grant of the New General Mandate.

Independent Board Committee is of the view that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Group and the Shareholders as a whole and recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

The Directors (including the independent non-executive Directors) consider that the refreshment of the Existing General Mandate and the proposed refreshment of the Scheme Mandate Limit, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM. The Directors also recommend the Shareholders to vote in favour of the resolution in respect of the proposed refreshment of the Scheme Mandate Limit.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

– 8 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the information set out elsewhere in this circular.

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

Executive Director and Company Secretary

– 9 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation, prepared for the purpose of incorporation in the circular, from the Independent Board Committee to the Independent Shareholders regarding the granting of the New General Mandate.

==> picture [60 x 60] 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)

6 November 2013

To the Independent Shareholders

Dear Sir or Madam,

We refer to the circular of the Company to the Shareholders dated 6 November 2013 (the “Circular”), in which this letter forms part. Unless the context otherwise requires, capitalized terms used in this letter will have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

Having considered the advice of Tanrich Capital as set out in this circular, we consider that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the refreshment of the Existing General Mandate to be proposed at the EGM.

Yours faithfully, For and on behalf of

the Independent Board Committee

Independent Non-executive Directors

Mr. Lam Kai Tai

Mr. Wong Ting Kon Ms. Yeung Mo Sheung, Ann

– 10 –

LETTER FROM TANRICH CAPITAL

==> picture [125 x 42] intentionally omitted <==

16/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong Tel: 2802 8838 Fax: 2824 0888

6 November 2013

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of the Existing General Mandate. The details of the refreshment of the Existing General Mandate are set out in the letter from the Board contained in the circular of the Company dated 6 November 2013 (the “Circular”), of which this letter forms a part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

Pursuant to Rule 17.42A of the GEM Listing Rules, the refreshment of the Existing General Mandate requires the approval of the Independent Shareholders at the EGM at which any controlling shareholders and their associates or, where there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the refreshment of the Existing General Mandate.

As at the Latest Practicable Date, the Company had no controlling Shareholders and that the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) to be proposed at the EGM to approve the refreshment of the Existing General Mandate.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Lam Kai Tai, Mr. Wong Ting Kon and Ms. Yeung Mo Sheung, Ann, has been established to advise the Independent Shareholders regarding the Refreshment of the Existing General Mandate. We have been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Existing General Mandate.

– 11 –

LETTER FROM TANRICH CAPITAL

Our role is to provide you with our independent opinion and recommendation as to whether the terms of the refreshment of the Existing General Mandate are fair and reasonable and whether the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and how the Independent Shareholders should vote in respect of the relevant resolution regarding the refreshment of the Existing General Mandate.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations provided to us by the Directors, the Company and its management.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the date of the EGM. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its management and/or the Directors, which have been provided to us.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group nor have we conducted any form of in-depth investigation into the business and affairs or the future prospects of the Group.

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion in respect of the proposed refreshment of the Existing General Mandate, we have considered the following principal factors and reasons:

1. Background of the Refreshment of the Existing General Mandate

The Group is principally engaged in the trading of biodegradable containers and disposable industrial packaging products under the brand name of “Earth Buddy” in Hong Kong.

– 12 –

LETTER FROM TANRICH CAPITAL

At the annual general meeting of the Company on 6 May 2013, the Shareholders approved, among other things, an ordinary resolution to grant the Existing General Mandate which enables the Directors to allot, issue and deal with a maximum of 40,533,370 Shares (taken into account of the share consolidation on the basis of every 10 issued and unissued then Shares consolidated into 1 consolidated Share), representing 20% of the then total nominal amount of the share capital of the Company in issue on the date of passing such resolution. The Existing General Mandate has not been refreshed and has not been utilised since the last annual general meeting.

Although the Existing General Mandate has not been utilised as at the Latest Practicable Date, the total number of issued Shares has been substantially increased since to 1,824,001,686 Shares following the issue and allotment of offer shares pursuant to completion of the share consolidation and open offer as announced in the announcement of the Company dated 11 July 2013. The grant of the refreshment of Existing Mandate would allow the Directors to issue, allot and deal with up to 364,800,337 new Shares, representing 20% of the total issued share capital of the Company as at the Latest Practicable Date. The Directors, therefore, propose to seek the approval of the Independent Shareholders at the EGM to grant the Refreshment of Existing General Mandate to maintain the financial flexibility necessary for the Company for to raise funds through the issue of new securities for its general working capital as and when the Directors think appropriate in the future.

As at the Latest Practicable Date, the total number of Shares in issue was 1,824,001,686 Shares. Upon passing the relevant resolution at the EGM and assuming no further Shares are/will be issued and/or repurchased by the Company prior to the EGM, the New General Mandate (before taking into account any extension thereof by any repurchased Shares) would enable the Board to allot, issue and deal with up to a limit of 364,800,337 Shares.

2. Reasons for the Refreshment of the Existing General Mandate

As set out in the letter from the Board in the Circular, given that the total number of issued share capital has been increased since then and was 1,824,001,686 Shares. The grant of the Refreshment of Existing Mandate would allow the Directors to issue, allot and deal with up to 364,800,337 new Shares, representing 20% of the total issued share capital of the Company as at the Latest Practicable Date.

As advised by the Directors, the Directors believe that that the granting of the New General Mandate is in the interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group’s future business development and to strengthen the capital base of the Company. In this regard, the Directors also consider equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. The granting of the New General Mandate would provide the Company with the necessary flexibility to (i) fulfill any possible funding needs for future business development and/or investment decisions; and (ii) strengthen the capital base of the Company in order to relieve the Group’s financial position. Furthermore, the Directors believe the additional amount of equity which may be raised after the granting of the New General Mandate would provide

– 13 –

LETTER FROM TANRICH CAPITAL

the Group with more financing options when assessing and negotiating potential investments in a timely manner. As confirmed by the Directors, as at the Latest Practicable Date, the Company does not have any concrete plan for raising capital by issuing new Shares upon the refreshment of the Existing General Mandate.

As such, the Board proposed to pass an ordinary resolution at the EGM to approve the Refreshment of Existing General Mandate in accordance with Rule 17.42(A) of the GEM Listing Rules to allow flexibility to issue any additional new Shares so that the Directors would be granted to allot, issue and deal with up to a maximum of 20% of the entire issued share capital of the Company as at the date of the EGM.

3. Fund raising activities of the Company during the past twelve months

Set out below is the fund raising activities of the Company during the past 12 months immediately prior to the Latest Practicable Date:

				Actual use of
			Intended use of	proceeds as at the
Date of		Net proceeds	proceeds from	Latest Practicable
announcement	Event	raised	fund raising	Date
11 July 2013	Open offer on the	Approximately	for the settlement	Has been
	basis of eight	HK$156 million	of the	deposited in the
	offer shares for		outstanding	bank accounts
	every one		convertible	of the Group
	consolidated		notes together	and will be
	share		with accrued	used as
			interests of	intended
			approximately
			HK$103 million
			and promissory
			notes together
			with accrued
			interests of
			approximately
			HK$31 million,
			and as to HK$22
			million for
			general working
			capital
			purposes.

Save as the above, the Directors confirmed that the Company had not conducted any other fund raising activities during the past twelve months immediately prior to the Latest Practicable Date.

– 14 –

LETTER FROM TANRICH CAPITAL

4. Other financing alternatives

We have enquired the Directors and the Directors considered that the Company was undecided on the manner and timing of any debt/equity fund raising activities as at the Latest Practicable Date, given that equity financing by way of share placement is considered to be a less costly but more time efficient fund raising method for the Company as it (i) does not incur any interest paying obligations on the Group as compared with bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises, the Director consider that the refreshment of Existing General Mandate would provide the required ability and flexibility to the Company in selecting fund raising methods to raise funds on a timely basis for business development and acquisition of appropriate investments that may be identified by the Company in the future.

In this regard, we consider that the New General Mandate provides the Company an additional financing alternative for the Company to raise capital for its future investments or business developments and it is reasonable for the Company to have the flexibility in deciding the best financing methods for any future investments or business developments. Accordingly, we are of the view that the New General Mandate is in the interests of the Company and the Shareholders as a whole.

5. Potential dilution to shareholding of the Independent Shareholders

Set out below is a table illustrating the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings immediately after full utilisation of the New General Mandate (assuming no further Shares are issued or repurchased by the Company after the Latest Practicable Date and up to the date of the EGM):

Name of Shareholders Beckon Investments Limited Other public Shareholders Shares which may be issued under the Issue Mandate Total	As at the date of Latest Practicable Date No. of Shares Approximate% 165,636,000 9.08 1,658,365,686 90.92 – – 1,824,001,686 100.00	Upon full utilisation of the New General Mandate No. of Shares Approximate% 165,636,000 7.57 1,658,365,686 75.76 364,800,337 16.67 2,188,802,023 100.00	Upon full utilisation of the New General Mandate No. of Shares Approximate% 165,636,000 7.57 1,658,365,686 75.76 364,800,337 16.67 2,188,802,023 100.00
			100.00

The aggregate shareholding of the other public Shareholders will decrease from approximately 90.92% to approximately 75.76% upon full utilisation of the New General Mandate (assuming no other Shares are issued or repurchased by the Company prior to the EGM), which represents a dilution of approximately 15.16%.

– 15 –

LETTER FROM TANRICH CAPITAL

Taking into account that the New General Mandate would provide the Company with the necessary flexibility to (i) fulfill any possible funding needs for future business development and/or investment decisions; and (ii) strengthen the capital base of the Company in order to relieve the Group’s financial position; and; (iii) the fact that the shareholdings of all Shareholders will be diluted proportionally to their respective shareholdings, we consider such potential dilution to the shareholdings of the Independent Shareholders to be acceptable.

RECOMMENDATION

Having considered that (i) the total number of issued Shares has been increased since then and was 1,824,001,686 Shares; (ii) the refreshment of the Existing General Mandate will provide the Company with the necessary flexibility to (a) fulfill any possible funding needs for future business development and/or investment decisions; and (b) strengthen the capital base of the Company in order to relieve the Group’s financial position; and (iii) the refreshment of the Existing General Mandate is considered as the best financing alternative to the Company as compared to debt financing, internal cash resources and other forms of pro rata equity financing methods such as rights issue and open offer given the Group’s present financial situation and current market condition; we concur with the view of the Board that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the resolution to approve the refreshment of the Existing General Mandate.

Yours faithfully, For and on behalf of Tanrich Capital Limited Andy Chan Managing Director

– 16 –

NOTICE OF THE EGM

==> picture [60 x 59] 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 THE EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Hao Wen Holdings Limited (the “Company”) will be held at Jasmine Room on 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 25 November 2013 at 11:00 a.m. to consider and, if thought fit, pass the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT , to the extent not already exercised, the mandate to allot and issue Shares given to the Directors at the annual general meeting of the Company held on 6 May 2013 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d)) of all the powers of the Company to allot or issue securities of the Company including shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements or options, including warrants to subscribe for shares, which might require securities to be issued, allotted or disposed of be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as defined in paragraph (d)) or any issue of shares of the Company on the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time or on the exercise of any options granted under the share option scheme of the Company or an

– 17 –

NOTICE OF THE EGM

issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company (the “Articles of Association”), shall not exceed the aggregate of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of the Cayman Islands or the Articles of Association to be held; and

• (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

– 18 –

NOTICE OF THE EGM

1. “ THAT , subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in such number of shares in the capital of the Company representing 10% of the shares of the Company in issue as at the date of passing this resolution, which may be issued pursuant to exercise of options to be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing scheme mandate limit under the share option scheme of the Company adopted on 24 September 2009 by the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised) shall not exceed 10% of the shares of HK$0.1 each of the Company in issue as at the date of the passing of this resolution (“Refreshed Scheme Mandate Limit”) and that any director of the Company and are hereby authorized to do such act and execute such document to effect the Refreshed Scheme Mandate Limit.”

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

Executive Director and Company Secretary

Hong Kong, 6 November 2013

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the Articles of Association of the Company, vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Abacus Ltd, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

3. 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 21 November 2013 to 22 November 2013 (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 Ltd, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 20 November 2013.

4. Shareholders or their proxies shall produce their identity documents when attending the EGM.

– 19 –