Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2014

Jun 25, 2014

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 stockbroker or other registered dealer 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 and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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.

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HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

PROPOSED PLACING OF CONVERTIBLE BONDS AND ISSUE OF BONUS WARRANTS UNDER SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 14 July 2014 at 11 a.m. is set out on pages 26 to 27 of this circular. A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but 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 proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

25 June 2014

CHARACTERISTICS OF GEM

GEM has been established 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.

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CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		26

– ii –

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

• “Announcement”

• the announcement made by the Company dated 23 May 2014 in relation to the Placing

• “associate(s)” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “Bonus Warrants”

• an aggregate of 400,000,000 (subject to adjustments to the number of Conversion Shares) unlisted bonus warrants proposed to be issued to the Placee(s) for every 5 Conversion Shares allotted and issued upon the exercise of the conversion rights attached to the Convertible Bonds

• “Business Days” a day on which banks are open for business in Hong Kong (excluding Saturdays and Sundays)

• “Company”

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

• “Completion” completion of each tranche of the Placing, which shall take place within four Business Days after the date of satisfaction of the last of the conditions precedent in the Placing Agreement

• “connected person(s)” has the meaning ascribed thereto in the GEM Listing Rules

• “Conversion Price”

• HK$0.10 (subject to adjustment)

• “Conversion Shares”

• the new Shares to be allotted and issued by the Company upon exercise of the conversion rights attaching to the Convertible Bonds

• “Convertible Bonds”

• the one (1) per cent. interest convertible bonds due 2016 in an aggregate principal amount of HK$200,000,000 to be issued by the Company pursuant to the Placing Agreement and to be created by the Instrument constituting such bonds, or any part of the principal amount

• “Director(s)”

• director(s) of the Company

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DEFINITIONS

• “EGM”

• the extraordinary general meeting to be convened by the Company to approve the Placing and the Specific Mandate and all matters contemplated thereunder

• “GEM”

• the Growth Enterprises Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “HK$” the lawful currency of Hong Kong dollars

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)”

• independent third party(ies) who is/are not connected person(s) of the Company and is/are independent of and not connected with the Company and director, chief executive and substantial shareholder of the Company or any of its subsidiaries or their respective associates

• “Instrument(s)”

• the instrument(s) to be executed by the Company by way of a deed constituting the Convertible Bonds to be issued upon completion of the Placing

• “Last Trading Day”

• 23 May 2014, being the date of the entering into the Placing Agreement

• “Latest Practicable Date”

• 23 June 2014, being the latest practicable date for ascertaining certain information referred to in this circular

• “Listing Committee”

• the listing committee of the Stock Exchange

• “Maturity Date”

• the date falling 24 months from the date of the issue of the Convertible Bonds

• “Placees”

• institutional, professional and/or individual investor(s) procured by the Placing Agent to subscribe for any of the Convertible Bonds pursuant to the Placing Agreement

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DEFINITIONS

• “Placing”

• “Placing Agent”

• “Placing Agreement”

• “Placing Period”

• “Share(s)”

• “Shareholders”

• “Specific Mandate”

• “Stock Exchange”

• “Subscription Period”

• “Subscription Price”

• the placing of the Convertible Bonds, on a best efforts basis, of up to an aggregate principal amount of HK$200,000,000 with entitlement to the Bonus Warrants on the basis of 1 Bonus Warrant for every 5 Conversion Shares allotted and issued upon the exercise of the conversion rights attached to the Convertible Bonds pursuant to the terms of the Placing Agreement

• Tanrich Securities Company Limited, an exchange participant of the Stock Exchange and a licensed corporation to carry out Type 1 (dealing in securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• the conditional placing agreement dated 23 May 2014 and entered into between the Company and the Placing Agent in relation to the Placing

• the period commencing immediately after the date of the EGM and expiring at 5:00 p.m. on the thirtieth Business Day from the date of EGM approving the Placing (or such later time and date as the parties may agree in writing)

• ordinary shares of HK$0.1 each in the share capital of the Company

• the holders of Shares

• the specific mandate to be sought from Shareholders at the EGM to approve, inter alia, the issue of the Convertible Bonds and the Bonus Warrants and the allotment and the issue of the Conversion Shares and Warrant Shares

• The Stock Exchange of Hong Kong Limited

• a period of 24 months commencing from the date of exercise of the conversion rights attaching to the Convertible Bonds

• an initial subscription price of HK$0.10 per Subscription Share (subject to standard adjustment clauses in the instrument, at which the holder(s) of the Bonus Warrants may subscribe for the Subscription Shares(s))

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DEFINITIONS

“Takeovers Code” The Hong Kong Code on Takeovers and Mergers “Warrant Shares” Shares to be allotted and issued by the Company upon exercise of the subscription rights attaching to the Bonus Warrants “%” per cent.

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LETTER FROM THE BOARD

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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 (Chairman) Mr. Lok Wing Fu 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 Cayman Islands

Head Office and Principal Place of Business: Level 20 Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong 25 June 2014

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED PLACING OF CONVERTIBLE BONDS AND ISSUE OF BONUS WARRANTS UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the Announcement. On 23 May 2014, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent agreed to procure not less than six Placees to subscribe for HK$200 million of the Convertible Bonds on a best endeavours basis by a maximum of three (3) tranches and agreed to issue Bonus Warrants (for no additional payment) to the registered holders of the Convertible Bonds on the basis of one Bonus Warrant for every five Conversion Shares upon the exercise of the conversion rights attaching to the Convertible Bonds.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with the information regarding the Placing Agreement, the Convertible Bonds and the Bonus Warrants together with the notice of the EGM.

THE PLACING

The Placing Agreement:

A summary of the principal terms of the Placing Agreement is set out below:

Date:

23 May 2014 (after trading hours of the Stock Exchange)

Issuer:

The Company

Placing Agent:

Tanrich Securities Company Limited

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Maximum number of tranches:

Three (3) with a minimum amount of each tranche being HK$40 million

Conditions precedent:

Completion is conditional upon the fulfilment of the following conditions:-

• (i) The Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Conversion Shares and the Warrant Shares under the relevant tranche of the Placing;

• (ii) The obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms thereof, including the provisions regarding force majeure;

• (iii) The passing of resolution(s) at the EGM by the Shareholders to approve the Placing Agreement, the issue of the Convertible Bonds and Bonus Warrants and the allotment and issue of the Conversion Shares and Warrant Shares under the Specific Mandate; and

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LETTER FROM THE BOARD

• (iv) Where necessary, the increase in the authorised share capital of the Company to accommodate the allotment and issue of any Conversion Shares and Warrant Shares having been approved in the general meeting of the Company.

As at the Latest Practicable Date, none of the conditions (i) to (iii) have been fulfilled. Based on the current authorised share capital of the Company, the Company has sufficient authorised share capital to accommodate the allotment and issue of the Conversion Shares and Warrant Shares.

Placing commission:

The Company shall pay to the Placing Agent a fee equal to 2.5% of the aggregate principal amount of the Convertible Bonds placed by the Placing Agent to the Placee(s) upon Completion.

Placing period:

A period of 30 Business Days from the date of the EGM

Placee(s):

The Placing Agent will place the Convertible Bonds to not less than six placees who are and whose ultimate beneficial owners are expected to be Independent Third Parties and not acting in concert (as defined in the Takeovers Code) with any connected persons of the Company.

Termination:

If, at any time prior to 9:00 a.m. on the relevant Completion of the Placing, in the absolute opinion of the Placing Agent, the Placing or the business or financial prospects of the Group would or might be adversely affected by any of the following events:

• (i) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis

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LETTER FROM THE BOARD

with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which would, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the placing of the Convertible Bonds to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (iii) any change in market conditions (including without limitation, a suspension or limitation on trading in securities generally on the Stock Exchange) which would materially and adversely affect the Placing to potential investor(s) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing,

then and in any such case, the Placing Agent may terminate the Placing Agreement without liability to the Company (save for any antecedent breaches of the Placing Agreement) by giving notice in writing to the Company, provided that such notice is received prior to 9:00 a.m. on Completion and provided further that such termination shall not affect any partial completion of the Convertible Bonds that has taken place prior to such date of termination.

If, at or prior to 9:00 a.m. on the date of Completion;

• (i) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or

• (ii) the trading of the Shares on the Stock Exchange has been suspended for more than ten consecutive trading days save for the purposes of clearing of the announcements relating to the Placing Agreement or circulars relating to the Placing; or

• (iii) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated, and shall, in its absolute opinion, determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing,

the Placing Agent shall be entitled (but not bound to) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.

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LETTER FROM THE BOARD

If the Placing Agent terminates the Placing Agreement, all obligations of the Placing Agent and the Company under the Placing Agreement will cease and determine and neither party may have any claim against the other party in respect of any matter arising out of or in connection with the Placing Agreement except for any breach arising prior to such termination.

PRINCIPAL TERMS OF THE CONVERTIBLE BONDS

The following summarizes certain of the principal terms of the Convertible Bonds:

Aggregate principal amount of the Convertible Bonds:

Up to HK$200,000,000

Authorized denomination for issue, transfer, conversion and redemption:

HK$5,000,000

Maturity date:

Two (2) years from the relevant date of issue

Conversion period:

The holders of the Convertible Bonds will be able to convert the outstanding principal amount of the Convertible Bonds in whole or in part into Shares at any time following the relevant date of issue until the Maturity Date.

Conversion price:

Initially set at HK$0.10 per Conversion Share, subject to customary adjustments in certain events, including share consolidation, share subdivision, capitalization issues, capital distribution, rights issue, open offer and issues of other securities by the Company.

Interest rate:

One (1) per cent. per annum

Transferability:

The Convertible Bonds may be transferable to any person (including a connected person of the Company, subject to Shareholders’ approval) with the consent of the Company.

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LETTER FROM THE BOARD

Voting:

The holders of the Convertible Bonds will not be entitled to receive notice of, attend or vote at any general meeting of the Company by reason only of them being holders of the Convertible Bonds.

Listing:

No application will be made for the listing of the Convertible Bonds on the Stock Exchange or any other stock exchange.

Application will be made by the Company for the listing of, and permission to deal in, the Conversion Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds.

Subject to the granting of the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange, the Conversion Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Conversion Shares on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Ranking:

The Conversion Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds will rank pari passu in all respects with all other Shares outstanding on the date the name of the holder of the Convertible Bonds is entered in the register of members of the Company as a holder of the Conversion Shares.

Conversion restriction:

The conversion rights attaching to a Convertible Bond cannot be exercised (and accordingly the Company will not issue any Conversion Shares) in any of the following events:

• (i) if and to the extent that the total number of Conversion Shares (together with other Shares) with voting rights held by the holder of the Convertible Bonds in question and parties acting in concert with it within the meaning of the Takeovers Code immediately after the issue of the relevant Conversion Shares would amount to 30% or more of the enlarged issued share capital of the Company or of such other amount as may be specified in the Takeovers Code as being the level for triggering a mandatory general offer;

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LETTER FROM THE BOARD

• (ii) if the Conversion Shares are to be issued to a connected person of the Company in which case the exercise of the relevant conversion rights will be subject to the approval of the Shareholders in a general meeting and compliance with the relevant requirements of the GEM Listing Rules; or

• (iii) if the Company believes that it would no longer fulfill the public float requirement under Rule 11.23 of the GEM Listing Rules immediately after the issue of the Conversion Shares.

Redemption:

The Company shall be entitled to redeem the Convertible Bonds at 103% of the face value of the Convertible Bonds prior to the Maturity Date and at 100% of the face value of the Convertible Bonds on the Maturity Date.

In the event that the Company gives notice of redemption and receives a notice of conversion under the Convertible Bonds on the same date (regardless of the time), the notice of redemption shall take priority against the notice of conversion.

The holders of the Convertible Bonds may not early redeem the Convertible Bonds.

Anti-dilution adjustments to the Conversion Price:

The Conversion Price shall from time to time be subject to adjustment in accordance with the following if, whilst any of the Convertible Bonds remains outstanding, any of the following events or circumstances in relation to the Shares shall occur:

• (i) if and whenever the Company’s nominal value of the Shares shall be altered as a result of consolidation or subdivision;

• (ii) if and whenever the Company shall issue any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves, other than Shares issued in lieu of the whole or any part of a cash dividend, being a dividend which the Shareholders concerned would or could otherwise have received in cash;

• (iii) if and whenever the Company shall pay or make any capital distribution to the Shareholders in specie or other property by way of capitalization of reserves (except where the Conversion Price falls to be adjusted under sub-paragraph (ii) above, or falls within subparagraph (ii) above but no adjustment falls to be made);

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LETTER FROM THE BOARD

• (iv) if and whenever the Company shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class any options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the announcement of the terms of the issue or grant per Share;

• (v) if and whenever the Company or any of its subsidiaries shall issue any securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total Effective Consideration per new Share is less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the announcement of the terms of the issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

A + B

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where:

• A = the number of Shares in issue immediately before the date of the issue of such securities;

• B = the number of Shares which the total Effective Consideration receivable for such securities would purchase at such market price (exclusive of any disbursements incurred in connection therewith); and

• C = the maximum number of new Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at their relative initial conversion or exchange rate or subscription price;

For the purpose of this paragraph (v), the “total Effective Consideration” receivable for the relevant securities shall be deemed to be the aggregate consideration receivable by the Company for the issue thereof plus the additional minimum consideration (if any) to be received by the Company upon the full conversion or exchange thereof or the exercise in full of the subscription rights attaching thereto, and the “total Effective Consideration per Share” initially receivable for such securities shall be such aggregate consideration divided by the number of Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange rate or the exercise of such subscription rights at

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LETTER FROM THE BOARD

the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue;

• (vi) if and whenever the Company shall issue Shares wholly for cash at a price less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the announcement of the terms of the issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

G + H

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where:

• G = the number of Shares in issue immediately before the date of such announcement;

• H = the number of Shares which the aggregate amount payable for the Shares allotted pursuant to such issue would purchase at such market price (exclusive of expenses); and

• I = the number of Shares allotted and issued pursuant to such issue; and

• (vii) if and whenever the Company shall issue Shares for the acquisition of asset at a total Effective Consideration per Share which is less than 90 per cent. of the market price at the date of the announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

J + K J + L

where:

• =

• J the number of Shares in issue immediately before the date of such announcement;

• K = the number of Shares which the total Effective Consideration would purchase at such market price; and

• L = the number of Shares allotted and issued pursuant to such issue.

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LETTER FROM THE BOARD

For the purpose of this paragraph (vii), the “total Effective Consideration” shall be the aggregate consideration credited as being paid for such Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof, and the “total Effective Consideration per Share” shall be the total Effective Consideration divided by the number of Shares issued as aforesaid.

Any adjustments to the Conversion Price will be reviewed by the auditor of the Company or an independent financial adviser, and announced by the Company as soon as practicable.

CONVERSION

Assuming the Convertible Bonds are fully placed, a total of 2,000,000,000 Shares will be issued, representing approximately 91.41% of the existing issued share capital of the Company and approximately 47.76% of the Company’s then issued share capital as enlarged by the issue of the Conversion Shares.

CONVERSION PRICE

The Conversion Price of HK$0.10 per Conversion Share represents:

• (i) a discount of approximately 21.88% to the closing price of the Shares of HK$0.128 quoted on Stock Exchange on the Last Trading Date;

• (ii) a discount of approximately 22.24% to the average closing prices of the Shares of HK$0.1286 quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Date;

• (iii) a premium of approximately 376% to the net asset value of approximately HK$0.021 per Share; and

• (iv) a discount of approximately 44.75% to the closing price of HK$0.181 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

The net price of the Conversion Shares to be issued upon Conversion is approximately HK$0.0975.

PRINCIPAL TERMS OF THE BONUS WARRANTS

Bonus Warrants (for no additional payment) will be issued to the registered holders of the Convertible Bonds on the basis of 1 Bonus Warrant for every 5 Conversion Shares issued upon the exercise of the conversion rights attaching to the Convertible Bonds. The principal terms of the Bonus Warrants are summarised below. For the avoidance of doubt, no Bonus Warrants will be issued to a holder of the Convertible Bonds unless and until they are converted into at least 5 Conversion Shares.

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LETTER FROM THE BOARD

Issuer:

The Company

Aggregate principal amount of Bonus Warrants to be issued:

HK$40,000,000. The total number of Bonus Warrants is subject to adjustments from time to time on the total number of Conversion Shares, but, in any event, on the basis of one (1) Bonus Warrant for every five (5) Conversion Shares issued.

Subscription rights:

The holders of the Bonus Warrants are entitled to subscribe for, within the Subscription Period, on the basis of one (1) Warrant Share for one (1) Subscription Share at the Subscription Price.

Subscription period:

A period of 24 months commencing from the date of exercise of the conversion rights attaching to the Convertible Bonds.

Subscription Price:

Initially set at the Conversion Price (subject to adjustment from time to time) at the time of the issue of the Bonus Warrants.

Anti-dilution adjustments to the Subscription Price:

The Subscription Price shall from time to time be subject to adjustment in accordance with the following if, whilst any of the issued Bonus Warrants remains outstanding, any of the following events or circumstances in relation to the Shares shall occur:

• (i) if and whenever the Company’s nominal value of the Shares shall be altered as a result of consolidation or subdivision;

• (ii) if and whenever the Company shall issue any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves, other than Shares issued in lieu of the whole or any part of a cash dividend, being a dividend which the Shareholders concerned would or could otherwise have received in cash;

• (iii) if and whenever the Company shall pay or make any capital distribution to the Shareholders in specie or other property by way of capitalization of reserves (except where the Subscription Price falls to be adjusted under paragraph (ii) above, or falls within paragraph (ii) above but no adjustment falls to be made);

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LETTER FROM THE BOARD

• (iv) if and whenever the Company shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class any warrants or other rights to subscribe for or purchase any Shares, in each case at less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the issue or grant per Share;

• (v) if and whenever the Company or any of its subsidiaries shall issue any securities convertible into or exchangeable for or carrying rights of subscription for new Shares, if in any case the total Effective Consideration per new Share is less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the announcement of the terms of the issue, or the conversion, exchange or subscription rights of any such issue are altered so that the said total Effective Consideration is less than 90 per cent. of such average closing price. For the purpose of this paragraph (v), the “total Effective Consideration” receivable for the relevant securities shall be deemed to be the aggregate consideration receivable by the Company for the issue thereof plus the additional minimum consideration (if any) to be received by the Company upon the full conversion or exchange thereof or the exercise in full of the subscription rights attaching thereto;

• (vi) if and whenever the Company shall issue Shares wholly for cash at a price less than 90 per cent. of the average closing price for the Shares for the five consecutive trading days immediately preceding the date of the announcement of the terms of the issue; and

• (vii) if and whenever the Company shall purchase any Shares or securities convertible into Shares or any rights to acquire Shares in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

Any adjustments to the Subscription Price will be reviewed by the auditor of the Company or an independent financial adviser, and announced by the Company as soon as practicable.

Voting:

The holders of the Bonus Warrants will not be entitled to receive notice of, attend or vote at any general meeting of the Company by reason only of them being holders of the Bonus Warrants.

Listing:

No application will be made for the listing of the Bonus Warrants on the Stock Exchange or any other stock exchange.

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LETTER FROM THE BOARD

Application will be made by the Company for the listing of, and permission to deal in, the Warrant Shares to be issued upon the exercise of the subscription rights attaching to the Bonus Warrants.

Subject to the granting of the listing of, and permission to deal in, the Warrant Shares on the Stock Exchange, the Warrant Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Warrant Shares on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Ranking:

The Warrant Shares to be issued upon the exercise of the subscription rights attaching to the Bonus Warrants will rank pari passu in all respects with all other Shares outstanding on the date the name of the holder of the Bonus Warrant is entered in the register of members of the Company as a holder of the Warrant Shares.

Transferability:

The Bonus Warrants are freely transferable by instrument of transfer in any usual or common form or such other form as may be approved by the Company provided that any transfer thereof to a connected person of the Company shall require the prior written consent of the Company.

Number of Warrant Shares to be issued upon exercise of the Bonus Warrants

On the basis of 2,000,000,000 Conversion Shares, there will be not less than 400,000,000 Bonus Warrants entitling the holders thereof to subscribe for 400,000,000 Warrant Shares at the Subscription Price (subject to adjustments) for each Warrant Share.

Pursuant to Rule 21.02(1) of the GEM Listing Rules, the securities to be issued on exercise of the warrants must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20 per cent of the issued equity capital of the issuer at the time such warrants are issued. Options granted under share option schemes which comply with Chapter 23 of the GEM Listing Rules are excluded for the purpose of this limit.

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LETTER FROM THE BOARD

The Warrant Shares to be issued upon full exercise of the subscription rights attaching to the Bonus Warrants represent (i) approximately 18.28% of the issued share capital of the Company; (ii) approximately 9.55% of the then issued share capital of the Company as enlarged by the issue of the Conversion Shares; and (iii) approximately 8.72% of the then issued share capital of the Company as enlarged by the issue of the Conversion Shares and the Warrant Shares. Accordingly, the issue of the Bonus Warrants is in compliance with Rule 21.02(1) of the GEM Listing Rules. In addition, the Company confirms that it will take necessary steps to ensure the Warrant Shares to be issued will not exceed twenty per cent of the issued share capital at the time when the Bonus Warrants are issued.

Reasons for the issue of the Bonus Warrants

Anticipating the difficulties to be encountered by the Placing Agent in the Placing given the unsatisfactory financial performance of the Group over the years and the recent poor share price performance, the Board considers that the issue of the Bonus Warrants will increase the chance of success of the Placing. Further, since the Bonus Warrants will only be issued upon the exercise of the conversion rights attaching to the Convertible Bonds, the Board considers that it will enhance such exercising of conversion rights and, as a result, the financial position of the Company could be strengthened as the Convertible Bonds would be converted into equity of the Company.

The Board considers that the issue of the Bonus Warrants will further strengthen the equity base of the Company while increasing the Company’s working capital if and when the subscription rights attaching to the Bonus Warrants are exercised. Considering the above, the Board is of the opinion that the issue of the Bonus Warrants is in the best interest of the Company and the Shareholders as a whole.

Use of proceeds

The gross and net proceeds from the issue of the Bonus Warrants, if fully placed, will be approximately HK$40 million out of which approximately HK$20 million is intended to be used for the general working capital of the Group and approximately HK$20 million is intended to be used for financing future investment opportunities respectively.

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LETTER FROM THE BOARD

Subscription Price of the Bonus Warrants

The Subscription Price of HK$0.10 per Subscription Share represents:

• (i) a discount of approximately 21.88% to the closing price of the Shares of HK$0.128 quoted on the Stock Exchange on the Last Trading Date;

• (ii) a discount of approximately 22.24% to the average closing prices of the Shares of HK$0.1286 quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Date;

• (iii) a premium of approximately 376% to the net asset value of approximately HK$0.021 per Share; and

• (iv) a discount of approximately 44.75% to the closing price of HK$0.181 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

BASIS OF THE CONVERSION PRICE AND SUBSCRIPTION PRICE

The Conversion Price and Subscription Price were determined based on an arms’ length negotiation with the Placing Agent with reference to following:-

• (i) the prevailing market price of the Shares, which was in a downward trend since November 2013;

• (ii) the net asset value per Share of approximately HK$0.021, which represents a discount of approximately 83.59% to the closing price of the Shares of HK$0.128 quoted on Stock Exchange on the Last Trading Date and a discount of approximately 79% to the Conversion Price and Subscription Price; and

• (iii) the continuous loss making track record for the past 5 consecutive financial years (the profit after taxation made in 2012 was mainly due to the profit on disposal of subsidiaries).

Given the significant size of the Placing (i.e. HK$200 million) as compared to the total market capitalization of the Company (i.e. approximately HK$280 million as at the date of the entering into of the Placing Agreement), the Board considers that point (ii) above shall be the most crucial factor in determining the Conversion Price and Subscription Price, and concludes that the initial Conversion Price and Subscription Price are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EFFECTS ON SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the allotment and issue of the Conversion Shares upon exercise of the conversion rights in full under the Convertible Bonds; and (iii) immediately after the allotment and issue of the Conversion Shares upon exercise of the conversion rights in full under the Convertible Bonds and upon full exercise of the subscription rights under the Bonus Warrants.

Mr. Cheng Kowk Chun Mr. Wong Man Keung (Note 1) Beckon Investments Limited (Note 2) Sub-total The Placees Other public Shareholders Total	As at the Latest Practicable Date No. of Shares Approx. % 195,040,000 8.9 193,020,000 8.8 147,232,000 6.7 – – 1,652,709,686 75.6 2,188,001,686 100	Immediately after the allotment and issue of the Conversion Shares upon exercise of the conversion rights in full under the Convertible Bonds No. of Shares Approx. % 195,040,000 4.7 193,020,000 4.6 147,232,000 3.5 2,000,000,000 47.8 1,652,709,686 39.4 4,188,001,686 100	Immediately after the allotment and issue of the Conversion Shares upon exercise of the conversion rights in full under the Convertible Bonds and upon full exercise of the subscription rights under the Bonus Warrants No. of Shares Approx. % 195,040,000 4.3 193,020,000 4.2 147,232,000 3.2 2,400,000,000 52.3 1,652,709,686 36.0 4,588,001,686 100	Immediately after the allotment and issue of the Conversion Shares upon exercise of the conversion rights in full under the Convertible Bonds and upon full exercise of the subscription rights under the Bonus Warrants No. of Shares Approx. % 195,040,000 4.3 193,020,000 4.2 147,232,000 3.2 2,400,000,000 52.3 1,652,709,686 36.0 4,588,001,686 100
				100

Notes:

1. Mr. Wong Man Keung is deemed or taken to be interested in these shares which are beneficially owned by his wholly-owned company, namely Sonic Phoenix Limited for the purpose of the SFO.

2. Mr. Yip Chi Fai, Stevens is deemed or taken to be interested in these shares which are beneficially owned by his wholly-owned company, namely Beckon Investments Limited for the purpose of the SFO.

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LETTER FROM THE BOARD

INFORMATION ON THE GROUP

The Group is principally engaged in the sale of biodegradable products and raw materials; and manufacturing and sale of biomass fuel.

Except for the Shares, none of the Company’s equity or debt securities are listed or proposed to be listed in any stock exchange.

REASONS FOR THE PLACING AND USE OF PROCEEDS

If the Convertible Bonds are fully placed, the maximum gross proceeds from the Placing will be approximately HK$200,000,000. The net proceeds from the Placing will amount to approximately HK$195,000,000, which is intended to be used for the following purposes:

• (i) approximately HK$50 million for the expansion of production capacity of the biomass fuel project acquired by the Group in November 2013;

• approximately HK$4 million for operational expenses;

• approximately HK$12 million for the renovation of the factory;

• approximately HK$34 million for the acquisition of machinery.

• (ii) approximately HK$30 million for development of money lending business given that a money lender’s license in Hong Kong was obtained by a subsidiary of the Company, namely, Create Profit Enterprises Limited (“ Create Profit ”) on 15 September 2011. The Board sees vast business potential of Create Profit to expand its principal business activities owing to the strong demand of property mortgage in Hong Kong lending market and the diversified financial background of the members of the Board in the development and management of the lending business. In particular, the Chief Executive Officer, Mr. Chan Yin Tsung, of the Group has extensive experience in the financial industry for over 10 years and will be capable in growing the money lending business and managing the related risks. The net proceed of HK$30 million allocated to this segment is expected to be utilised in the following diversified areas so as to reduce the risks of concentration:

• approximately HK$10 million for the property mortgage lending business;

• approximately HK$10 million for the listed equity financing business;

• approximately HK$10 million for the professional persons lending business.

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LETTER FROM THE BOARD

• (iii) approximately HK$70 million for future acquisitions (including but not limited to the announcement dated 15 May 2014 issued by the Company regarding the memorandum of understanding in respect of the possible acquisition (the “ Possible Acquisition ”) target company (the “ Target ”), which is principally engaged in research and development, manufacturing and selling of medical products in the PRC), as the Company intends to expand its business to, among others, further investment in the medical sector, by way of acquisition of and/or collaboration with (i) medical products manufacturer(s) and supplier(s) and (ii) medical products disturber(s). The acquisition of the 51% shareholding interest in the Target is currently estimated to be approximately HK$150 million, subject to negotiations. During the negotiation process shortly after signing the memorandum of understanding, the Company was given the understanding that the vendor was willing to accept the Company’s securities as a substantial form of consideration for the Possible Acquisition. However, given the weak share price performance of the Shares in recent months, the payment method has aroused intense discussion and dragged on the negotiations. Further, considering the limited liquidity position of the Group, the financial ability of the Group to support the Potential Acquisition on a continuous basis after the completion of acquisition has been put in doubt by the vendor even though neither the final consideration nor any needs for working capital support has been finally agreed. As at the Latest Practicable Date, the Company is still in the process of performing the due diligence and negotiating with the vendor on the structure, terms, payment method and consideration of the Potential Acquisition. The Board believes that, with a strong cash position to support the Potential Acquisition, the Company can negotiate better terms with the vendor. Accordingly, the Directors consider that the placing of the Convertible Bonds is an appropriate means under the current situation of the Company to raise capital. Further, the Board confirms that, if the Possible Acquisition materializes, the shortfall of any consideration will be satisfied by the Company by a combination of promissory notes, consideration shares and convertible bonds; and

• (iv) the remaining balance of approximately HK$45 million for the general working capital of the Group for the coming two years.

The Directors consider that it is in the interest of the Company to identify investments which are less elastic to the global macro economy. Due to increasing health awareness/demand on medical products, the medical products continues to deepen its penetration into the daily lives and the value chains of different business sectors. As such, the business opportunities available in the medical products sector continue to broaden over times. By way of acquisition(s) and collaboration(s) referred to in paragraph (iii) above, it will have a potential for making attractive returns for the Shareholders as well as providing diversification of business risk to the existing businesses of the Group. The Group has been identifying and exploring possible investment opportunities. However, at the Latest Practicable Date, the Group has not yet reached any decision regarding any

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LETTER FROM THE BOARD

such investment opportunity. In case the potential acquisition of the Target could not materialise in the near future, the Company will continue to explore other business opportunities to diversify into other industries with good business potential and growth prospects.

The Directors consider that the Placing will provide (i) the Company with immediate capital to support the Company’s existing businesses and investment opportunities; and (ii) an opportunity for the Company, if the conversion rights attached to the Convertible Bonds are exercised, to enlarge and strengthen its capital base and also broaden its Shareholders base by the introduction of new investors. The Directors have considered other fund raising alternatives such as bank borrowing, rights issue and open offer. However, since bank borrowings may incur a higher interest rate as compared to the 1% interest rate of the Convertible Bonds and, after several recent discussions with certain underwriters, it has been difficult for the Company to procure an underwriter to underwrite any rights issue or open offer at a terms acceptable to the Company given (i) the unsatisfactory financial performance of the Group over the years, and (ii) the recent poor share price performance, the Directors consider that the placing of the Convertible Bonds is relatively simple and less time consuming and will not have an immediate dilution effect on the shareholding of the existing Shareholders, and are of the view that it is an appropriate fund raising method under the current situation of the Company.

The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement, the terms of the Convertible Bonds (together with the Conversion Price) and the terms of the Bonus Warrants (together with the Subscription Price) are on normal commercial terms, fair and reasonable and in the interests of the Company and Shareholders as a whole.

The Board confirms that apart from the Potential Acquisition, there are no negotiations or agreements relating to any intended acquisitions which are discloseable under Chapters 19 to 20 of the GEM Listing Rules. If the Potential Acquisition is not materialized eventually, the Company intends to apply the unutilized amount of the Placing for other possible acquisition activities as identified by the Group from time to time and/or as the working capital for development of the money lending business of the Group. Should there be any changes to the utilization of proceeds of the Placing, the Company will publish an announcement to notify the Shareholders of such changes as soon as practicable.

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LETTER FROM THE BOARD

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The following are the equity fund raising activities of the Company in the past twelve months:

Date of		Approximate	Intended use of net	Actual use of
announcement	Event	net proceeds	proceeds	proceeds
30 April 2014	Placing of unlisted	Approximately	General working capital	Has been deposited
	warrants	HK$1,778,400		in bank
11 July 2013	Open offer	Approximately	Approximately HK$134	Used as intended
		HK$156 million	million for the settlement
			of the outstanding
			convertible notes
			together with accrued
			interests of
			approximately HK$103
			million and promissory
			notes together with
			accrued interests of
			approximately HK$31
			million, and as to
			approximately HK$22
			million for general
			working capital purposes

EGM

A notice convening the EGM to be held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 14 July 2014 at 11 a.m. is set out on pages 26 to 27 of this circular. A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but 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 proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

All the resolutions proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the results of the EGM.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders has a material interest in the Placing Agreement, and the transactions contemplated thereunder and, accordingly, no Shareholder is required to abstain from voting at the EGM.

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 Group. 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.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement, the Convertible Bonds, the Bonus Warrants and all the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the ordinary resolutions to approve the Placing Agreement, the issue of Convertible Bonds and Bonus Warrants, and the transactions contemplated thereunder at the EGM.

Completion of the Placing is subject to the satisfaction of the conditions precedent set out in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By order of the Board Hao Wen Holdings Limited Chow Yik Chairman

– 25 –

NOTICE OF EGM

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HAO WEN HOLDINGS LIMITED 皓文控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8019)

NOTICE IS HEREBY GIVEN that a extraordinary general meeting of Hao Wen Holdings Limited (the “Company”) will be held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 14 July 2014 at 11 a.m. for the purpose of considering and if thought fit, passing, with or without modifications, the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :

• (A) the execution, delivery and performance by the Company of the placing agreement (the “ Placing Agreement ”) dated 23 May 2014 entered into between the Company and Tanrich Securities Company Limited (the “ Placing Agent ”), in relation to the issue of convertible bonds by the Company in an aggregate principal amount of HK$200,000,000 (the “ Convertible Bonds ”) entitling the holders thereof to convert the principal amount thereof into ordinary shares of the Company (the “ Conversion Shares ”) at the initial conversion price of HK$0.10 (subject to adjustment) per Conversion Share and the issue of bonus warrants by the Company in an aggregate amount of HK$40,000,000 (the “ Bonus Warrants ”) on the basis of one Bonus Warrant for every five Conversion Shares entitling the holders thereof to subscribe for the ordinary shares of the Company (the “ Warrant Share ”) at the subscription price of HK$0.10 (subject to adjustment) per Warrant Share, a copy of which has been produced to the meeting marked “A” and initialed by the chairman of the meeting (the “ Chairman ”) for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (B) subject to the fulfilment of the conditions precedent set out in the Placing Agreement, the directors of the Company (the “ Directors ”) be and are hereby authorised to issue the Convertible Bonds and the Bonus Warrants in accordance with the terms and conditions of the Placing Agreement;

• (C) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares and the Warrant Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Conversion Shares and the Warrant Shares; and

– 26 –

NOTICE OF EGM

• (D) any Director be and is hereby authorised to exercise all powers of the Company and take all steps as might in his opinion be desirable, necessary or expedient to give effect to or in connection with the Placing Agreement including without limitation to:

• (i) the execution, amendment, supplement, delivery, submission and/or implementation of any further documents or agreements in relation to the Placing Agreement, the issue of the Convertible Bonds and the Bonus Warrants and the allotment and issue of the Conversion Shares and the Warrant Shares; and

• (ii) the taking of all necessary actions to implement the transactions contemplated under the Placing Agreement.”

By order of the Board HAO WEN HOLDINGS LIMITED Chow Yik Chairman

Hong Kong, 25 June 2014

Registered office: Head office and principal place Cricket Square of business: Hutchins Drive Level 20, Infinitus Plaza P.O. Box 2681 199 Des Voeux Road Central Grand Cayman KY1-1111 Sheung Wan Cayman Islands Hong Kong

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 Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, 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 10 July 2014 to 11 July 2014 (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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 9 July 2014.

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

– 27 –