Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2014

Feb 4, 2014

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 , 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).

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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)

INCREASE IN AUTHORISED SHARE CAPITAL AND REFRESHMENT OF THE GENERAL MANDATE

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Shenyin Wanguo Capital (H.K.) Limited

A letter from the Board is set out on pages 4 to 8 of this circular. A letter from the Independent Board Committee is set out on page 9 of this Circular. A letter from Shenyin Wanguo containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 16 of this circular.

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, 24 February 2014) 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 form 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 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 and in such event the proxy shall be deemed to be revoked.

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.

5 February 2014

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from Shenyin Wanguo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
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

• “Convertible Note(s)” means a convertible note in the agreed form in the principal amount of HK$116.48 million with interest at a rate of 2% per annum, issued by the Company on 3 January 2014

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

• “EGM”

• extraordinary general meeting of the Company to be convened and held at Jasmine Room at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Monday, 24 February 2014 at 11 a.m. for the purposes of approving the proposed Increase in Authorised Share Capital of the Company and refreshment of the General Mandate

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• The Rules Governing the Listing of Securities on the GEM

• “General Mandate”

• the general mandate granted to the Directors by the Shareholders at the extraordinary general meeting of the Company held on 25 November 2013 to allot, issue and deal up to 20% of the then issued share capital of the Company as at the date of the extraordinary general meeting on 25 November 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

• “Increase in Authorised Share Capital”

• the proposed increase in the authorised share capital of the Company from HK$200,000,000 (divided into 2,000,000,000 Shares) to HK$1,000,000,000 (divided into 10,000,000,000 Shares) by the creation of an additional 8,000,000,000 Shares

• “Independent Board Committee”

• 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 refreshment of the General Mandate

• “Independent Shareholders”

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

• “Latest Practicable Date”

• 29 January 2014, being the latest practicable date prior to the printing of this circular to ascertain certain information contained herein

• “New General Mandate”

• 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

• “PRC”

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

• “RMB”

• Renminbi, the lawful currency of the PRC

• “SFO”

• The Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Share(s)”

• ordinary share(s) of HK$0.1 each in the share capital of the Company

• “Share Options”

• means share options granted to certain eligible participants under the share option scheme of the Company adopted on 24 September 2009

• “Shareholder(s)” the shareholder(s) of the Company

– 2 –

DEFINITIONS

“Shenyin Wanguo” Shenyin Wanguo Capital (H.K.) Limited, a corporation licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to refreshment of the General Mandate “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

– 3 –

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 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

Principal place of business in Hong Kong: Level 20, Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong 5 February 2014

To the Shareholders

Dear Sir or Madam,

INCREASE IN AUTHORISED SHARE CAPITAL AND REFRESHMENT OF THE GENERAL MANDATE

INTRODUCTION

The purpose of this circular is to provide you with: (i) further details of the Increase in Authorised Share Capital and refreshment of the General Mandate; (ii) the recommendation from the Independent Board Committee relating to the refreshment of the General Mandate; (iii) the letter of advice from Shenyin Wanguo to the Independent Board Committee and Independent Shareholders in relation to refreshment of the General Mandate; and (iv) the notice of EGM.

– 4 –

LETTER FROM THE BOARD

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$200,000,000 divided into 2,000,000,000 Shares of which 1,999,981,686 Shares were in issue and there were outstanding Share Options carrying rights to subscribe for an aggregate of 182,302,128 Shares and outstanding Convertible Notes carrying rights to subscribe for an aggregate of 188,020,000 Shares. In order to fulfill the issue obligations under the outstanding Share Options and Convertible Notes and to provide the Company with a flexibility for future investment opportunities, the Board proposes to increase the authorised share capital of the Company to HK$1,000,000,000 by the creation of an additional 8,000,000,000 Shares.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

Save for the Shares to be issued upon conversion of the outstanding Share Options, and Convertible Notes, as at the Latest Practicable Date, the Directors have no intention to issue any part of the proposed additional Shares to be created.

REFRESHMENT OF THE GENERAL MANDATE

At the extraordinary general meeting of the Company held on 25 November 2013, the Shareholders passed among others, ordinary resolution to grant the Directors the General Mandate to issue, allot and otherwise deal with a maximum of 364,800,337 Shares, representing 20% of the issued share capital of the Company on the date of passing such resolution.

On 3 January 2014, the Company issued the Convertible Notes for partial settlement of the consideration related to the acquisition as set out in the Company’s announcement dated 26 November 2013. As at the Latest Practicable Date, the Convertible Notes were partially converted and 175,980,000 Shares have been allotted and issued in this regard. Upon full conversion of the Convertible Notes, 364,000,000 Shares would have been allotted and issued, representing 99.8% of the Existing General Mandate. There has been no refreshment of General Mandate since the extraordinary general meeting held on 25 November 2013. Accordingly, after the full conversion of the Convertible Notes, 800,337 new Shares may be further issued and allotted under the General Mandate.

– 5 –

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
Date of	of the fund raising	Intended use	Actual use
announcements	activities	of proceeds	of proceeds
11 July 2013	Open offer on the	for the settlement of the	Has been used as
	basis of eight	outstanding convertible notes	intended
	offer shares for	together with accrued interests
	every one	of approximately HK$103
	consolidated	million and promissory notes
	share	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.

Except to fulfill the issue obligations under the outstanding Share Options and Convertible Notes, the Company may or may not issue Shares under the proposed increased authorised share capital depending on the market condition. The Board believes that the Increase in the Authorised Share Capital is in the interests of the Company and the Shareholders as a whole. The Increase in the Authorised Share Capital is subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.

The Directors believe that the refreshment of the 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. Also, the Directors regarded equity financing as an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In this regard, the Directors consider that the refreshment of the General Mandate is in the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, the Company does not have any concrete plan for raising capital by issuing new Shares upon approval of refreshment of the General Mandate. Therefore, the Board proposes to seek the approval of the Shareholders to refresh the General Mandate at the EGM. As at the Latest Practicable Date, a total of 1,999,981,686 Shares were in issue. Subject to the passing of the proposed resolution for refreshment of the General Mandate and on the basis that no Shares 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 399,996,337 new Shares.

– 6 –

LETTER FROM THE BOARD

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.

Pursuant to Rule 17.42A of the GEM Listing Rules, refreshment of the 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 refreshment of the 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; 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 refreshment of the General Mandate at the EGM.

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 (i) from the Shareholders for the Increase in Authorised Share Capital; and (ii) from the Independent Shareholders for refreshment of the General Mandate and to authorize the Board to determine and deal with matters relating thereto, at its discretion with full authority.

A form of proxy 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 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 and in such event the proxy shall be deemed to be revoked.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Independent Board Committee has been established to advise the Independent Shareholders on whether refreshment of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Shenyin Wanguo has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection.

The text of the letter from Shenyin Wanguo containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 16 of this circular and the text of the letter from Independent Board Committee to the Independent Shareholders is set out on page 9 of this circular.

The Independent Board Committee, having taken into account the advice of Shenyin Wanguo, is of the view that refreshment of the 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 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 Increase in Authorised Share Capital and refreshment of the General Mandate are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolution for the Increase in Authorised Share Capital and the Independent Shareholders to vote in favour of the resolution for refreshment of the General Mandate to be proposed 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 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.

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

– 8 –

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 refreshment of the General Mandate.

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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)

5 February 2014

To the Independent Shareholders

Dear Sir or Madam,

We refer to the circular of the Company to the Shareholders dated 5 February 2014 (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 refreshment of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from Shenyin Wanguo as set out on pages 10 to 16 of the Circular and the letter from the Board as set out on pages 4 to 8 of the Circular.

Having considered, among other things, the factors and reasons considered by, and the opinion of Shenyin Wanguo as stated in its letter of advice, we consider that refreshment of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to refreshment of the 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

– 9 –

LETTER FROM SHENYIN WANGUO

The following is the full text of the letter of advice from Shenyin Wanguo to the Independent Board Committee and the Independent Shareholders in relation to refreshment of the General Mandate for the purpose of incorporation in this circular.

Shenyin Wanguo Capital (H.K.) Limited

Level 19, 28 Hennessy Road, Hong Kong

5 February 2014

• To: The Independent Board Committee and the Independent Shareholders of Hao Wen Holdings Limited

Dear Sirs,

REFRESHMENT OF THE GENERAL MANDATE

I. INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders, in relation to the proposed refreshment of the General Mandate (the “ Proposal ”), details of which are contained in the “Letter from the Board” in the circular of the Company dated 5 February 2014 (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

Pursuant to Rule 17.42A of the GEM Listing Rules, any refreshment of the existing general mandate before the next annual general meeting requires the approval of the Independent Shareholders at a general meeting of the Company 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 on the proposed resolution approving the Proposal.

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 on the proposed resolution approving the Proposal.

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 formed to advise the Independent Shareholders on whether the Proposal is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM SHENYIN WANGUO

We have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

II. BASIS AND ASSUMPTIONS

In formulating our opinion, we have relied upon the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Company for which it is solely responsible, and to its information and knowledge, were true and accurate and valid at the time they were made and given and continue to be true and valid as at the date of the Circular. We have assumed that all the opinions and representations made or provided by the Company and the Directors have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided to us and referred to in the Circular as well as opinion and representations expressed to us.

We consider that we have reviewed all information and documents which are made available to us to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Company and their respective advisers nor to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, conducted any independent verification of the information provided, nor have we conducted any independent investigation into the business and affairs of the Company or any of its subsidiaries or associates.

III. PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the Proposal, we have considered the following principal factors and reasons:

1. Background of the Proposal

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

At the extraordinary general meeting of the Company held on 25 November 2013, the Independent Shareholders passed among others, ordinary resolution to grant the Directors the General Mandate to issue, allot and otherwise deal with a maximum of 364,800,337 new Shares, representing 20% of the total issued share capital of the Company on the date of passing such resolution.

On 26 November 2013, the Company announced that it has entered into a sale and purchase agreement to acquire the entire equity interest in Double Win International Investments Limited (the “ Acquisition ”) with an intention to diversify its business portfolio into the manufacturing and sale of biomass fuel in the PRC to improve its financial performance. The total consideration was HK$130 million. On 3 January 2014,

– 11 –

LETTER FROM SHENYIN WANGUO

the Company completed the Acquisition and the total consideration was satisfied by a cash payment of HK$13.52 million and the issue of Convertible Notes to the vendors of the Acquisition for the remaining balance of HK$116.48 million. As at the Latest Practicable Date, the Convertible Notes were partially converted and 175,980,000 Shares have been allotted and issued in this regard. Upon full conversion of the Convertible Notes, 364,000,000 Shares would have been allotted and issued, representing 99.78% of the General Mandate.

As such, the Board proposed to pass an ordinary resolution at the EGM to approve the Proposal in accordance with Rule 17.42(A) of the GEM Listing Rules, in which the Directors shall be granted the authority to allot, issue and deal with up to a maximum 20% of the entire issued share capital of the Company as at the date of the EGM.

As at the Latest Practicable Date, the total number of Shares in issue was 1,999,981,686. 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 would enable the Board to allot, issue and deal with up to a maximum of 399,996,337 Shares.

2. Reasons for the Proposal

As mentioned above, the General Mandate will almost be fully utilized upon full conversion of the Convertible Notes. We were advised by the management of the Group that the next annual general meeting will not be held until around May 2014, which is around four months away from the Latest Practicable Date. If the General Mandate is not to be refreshed at a general meeting, the Company will not have the flexibility for fund raising, if so required, until a new general mandate is approved in the next annual general meeting.

In assessing the reasonableness of the Proposal, we have considered the financial position and performance of the Group. According to the 2013 interim report of the Company, the Group had net current liabilities of approximately RMB69.9 million and net liabilities of approximately RMB9.1 million as at 30 June 2013. Current assets comprised cash and bank balances of approximately RMB7.1 million and trade and other receivables of approximately RMB9 million. Current liabilities mainly comprised other borrowings of approximately RMB80 million. Non-current assets mainly included intangible assets of approximately RMB80.7 million, whereas non-current liabilities represented promissory notes of approximately RMB22.4 million.

The Group has recently raised funds through an open offer, the details of which were set out in the paragraph headed “Fund raising activity of the Company during the past 12 months” in this letter. On 5 November 2013, the Board announced that the Company had applied the net proceeds from the open offer for the full settlement of other borrowings together with accrued interests of approximately HK$103 million and promissory notes together with accrued interests of approximately HK$31 million.

– 12 –

LETTER FROM SHENYIN WANGUO

On the other hand, turnover of the Group for the six months ended 30 June 2013 declined by approximately 19.1% to approximately RMB42.4 million as compared to approximately RMB52.5 million for the corresponding period in 2012. The Group recorded loss from continuing operations of approximately RMB21.9 million and RMB11.9 million for the six months ended 30 June 2013 and 2012, respectively. On 17 January 2014, the Company issued a profit warning and expected that the financial results for the year ended 31 December 2013 would significantly decline as compared to 2012. The worsening operating performance was primarily attributed to the significant increase in production costs and subcontracting charges as well as the recognition of impairment of intangible assets.

The Directors believe that the Proposal 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. Also, the Directors regarded equity financing as an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In this regard, the Directors consider that the Proposal is in the interests of the Company and the Shareholders as a whole. 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 approval of the Proposal.

Having considered that (i) the General Mandate will almost be fully utilized upon full conversion of the Convertible Notes while the next annual general meeting will not be held until around May 2014, which is around four months away from the Latest Practicable Date; and (ii) the Proposal 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; we concur with the view of the Board that the Proposal is in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM SHENYIN WANGUO

3. Fund raising activity of the Company during the past 12 months

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

				Actual use of
				proceeds as at the
		Net Proceeds		Latest Practicable
Date of announcement	Event	raised	Intended use of proceeds from fund raising	Date
11 July 2013	Open offer on the	Approximately	For the settlement of the outstanding convertible	Has been used as
	basis of eight	HK$156 million	notes (classified as other borrowings in the	intended
	offer shares for		consolidated statement of financial position as
	every one		at 30 June 2013) together with accrued interests
	consolidated		of approximately HK$103 million and
	share		promissory notes together with accrued
			interests of approximately HK$31 million, and
			as to HK$22 million for general working
			capital purposes

Save as disclosed above, the Directors confirmed that the Company had not conducted any other fund raising activities during the past 12 months immediately prior to the Latest Practicable Date.

4. Other financing alternatives

We were advised by the Directors that the Company has not decided on the manner and timing of any debt/equity fund raising activities as at the Latest Practicable Date. However, they considered that equity financing by way of share placement is a less costly and more time efficient fund raising method for the Company as it (i) does not incur any interest paying obligations on the Group as compared to 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.

Having considered that the Proposal will provide the Company with an additional financing alternative to capture any capital raising or prospective investment opportunity as and when it arises and enable the Company to maintain its financing flexibility in the selection of the best financing method for its future business development and/or investment decisions in a timely manner, we are of the view that the Proposal is in the interests of the Company and the Shareholders as a whole.

– 14 –

LETTER FROM SHENYIN WANGUO

5. Potential dilution to shareholding of the Independent Shareholders

Set out below is a table illustrating the shareholdings of the Company (i) as at the Latest Practicable Date; and (ii) upon full utilisation of the New General Mandate (assuming that no Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM):

	Shareholders Mr. Cheng Kwok Chun Mr. Yip Chi Fai Stevens	As at the Latest Practicable Date No. of Shares Approximate % 220,240,000 11.01 147,232,000 7.36	As at the Latest Practicable Date No. of Shares Approximate % 220,240,000 11.01 147,232,000 7.36	Upon full utilisation of the New General Mandate (assuming no Shares are issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of the EGM) No. of Shares Approximate % 220,240,000 9.18 147,232,000 6.13 175,980,000 7.33 1,456,529,686 60.69 1,632,509,686 68.02 399,996,337 16.67 2,399,978,023 100.00
	Public Vendors of the Acquisition Existing public Shareholders Subtotal	175,980,000 1,456,529,686 1,632,509,686	8.80 72.83 81.63	175,980,000 1,456,529,686 1,632,509,686
	Holders of the Shares to be issued under the New General Mandate Total	– 1,999,981,686	– 100.00	399,996,337 2,399,978,023

As illustrated in the table above, assuming no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date and up to the date of EGM, the aggregate shareholding of the existing public Shareholders will be diluted from approximately 72.83% as at the Latest Practicable Date to approximately 60.69% upon full utilisation of the New General Mandate.

Taking into account that the Proposal would provide the Company with the necessary flexibility to (i) fulfill any possible funding needs for future business development and/or investment decisions; (ii) strengthen the capital base of the Company; 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 justifiable, so far as the Independent Shareholders are concerned.

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LETTER FROM SHENYIN WANGUO

IV. RECOMMENDATION

Having taken into account the above-mentioned principal factors and reasons, we concur with the view of the Board that the Proposal 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 Proposal.

Yours faithfully, For and on behalf of Shenyin Wanguo Capital (H.K.) Limited

Elaine Cheung

Managing Director

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NOTICE OF THE 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 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 at 3/F., Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong, on Monday, 24 February 2014 at 11:00 a.m. to consider and, if thought fit, pass the following ordinary resolutions:

ORDINARY RESOLUTION

1. “ THAT the authorised share capital of the Company be increased from HK$200,000,000 divided into 2,000,000,000 ordinary shares of HK$0.1 each (“ Shares ”) to HK$1,000,000,000 divided into 10,000,000,000 Shares by the creation of an additional 8,000,000,000 new Shares (“ Increase in Authorised Share Capital ”) and that any one director of the Company be and is hereby authorised to do all such acts and execute all such documents as he/she consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and the giving effect to the Increase in Authorised Share Capital.”

2. “ THAT , to the extent not already exercised, the mandate to allot and issue Shares given to the Directors at the extraordinary general meeting of the Company held on 25 November 2013 be and is hereby revoked and replaced by the mandate THAT :

3. (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$0.1 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;

4. (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;

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NOTICE OF THE EGM

• (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 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).”

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

Executive Director and Company Secretary

Hong Kong, 5 February 2014

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NOTICE OF THE EGM

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A proxy need not be a member of the Company.

2. To be valid, the duly signed proxy, together with the power of attorney or other authority, if any, under which it is signed, or a 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 20 February 2014 to 21 February 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 Ltd, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 19 February 2014.

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

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