Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 19, 2015

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of 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 of the Company.

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 SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A notice convening the EGM to be held at Jasmine Room on 3/F., BEST WESTERN PLUS Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on Friday, 6 November 2015 at 2:00 p.m. or any adjournment thereof is set out on pages 11 to 12 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 and transfer office, 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.

20 October 2015

CHARACTERISTICS OF GEM

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

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board 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
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

“associate(s)” has the meaning ascribed thereto under the GEM Listing Rules “Board” the board of Directors “Business Day(s)” a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours “Capital Reduction” the reduction of the paid-up capital on each of the issued Original Shares by cancelling the paid-up capital to the extent of HK$0.099 per issued Original Share, thereby reducing the nominal value of each issued Original Share from HK$0.10 to HK$0.001, which became effective after 4:00 p.m. on Thursday, 15 October 2015 but before 9:00 a.m. on Friday, 16 October 2015

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

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

• “Consolidated Share(s)” ordinary share(s) of par value of HK$0.02 each in the share capital of Company after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened and held for approving the Share Consolidation

• “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 19 October 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

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DEFINITIONS

“Listing Committee”	has the meaning ascribed thereto under the GEM Listing Rules
“Original Share(s)”	ordinary share(s) of par value of HK$0.10 each in the share capital
	of the Company before the Capital Reduction and the Sub-division
	becoming effective
“Share(s)”	ordinary share(s) of par value of HK$0.001 each in the share
	capital of the Company and the extent applicable, shall include the
	Original Shares
“Shareholder(s)”	the holder(s) of the Original Share(s), the Share(s) or the
	Consolidated Share(s), as the case may be
“Share Consolidation”	the proposed consolidation of every twenty (20) issued and
	unissued Shares of HK$0.001 each in the share capital of the
	Company into one (1) Consolidated Share of HK$0.02 each
“Share Option(s)	share option(s) granted under the Share Option Scheme entitling
	the holders thereof to subscribe for Share(s)
“Share Option Scheme”	the share option scheme of the Company adopted by way of
	Shareholders’ resolutions passed on 24 September 2009
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-division”	the sub-division of each authorised but unissued Original Share
	into one hundred (100) unissued Shares, which became effective
	after 4:00 p.m. on Thursday, 15 October 2015 but before 9:00 a.m.
	on Friday, 16 October 2015
“Warrants”	693,800,000 outstanding warrants which entitle holders thereof to
	subscribe for 693,800,000 Shares
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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EXPECTED TIMETABLE

2015

Set out below is the expected timetable in relation to the Share Consolidation:

Latest date and time for lodging the proxy form for the EGM . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on Wednesday, 4 November Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on Friday, 6 November

Publication of the announcement of results of the EGM . . . . . . . . . . . . . . . . . Friday, 6 November

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation as set out in the section headed “Conditions of the Share Consolidation” in this circular.

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 9 November

First day of free exchange of existing share certificates . . . . . . . . . . . . . . . . Monday, 9 November for the Original Shares or the Shares for new share certificates for the Consolidated Shares

Dealings in Consolidated Shares commence . . . . . . . . . . . . . . 9:00 a.m. on Monday, 9 November Original counter for trading in Shares in board lot of . . . . . . . 9:00 a.m. on Monday, 9 November 20,000 Shares (in the form of existing share certificates) temporarily closes

Temporary counter for trading in Consolidated Shares . . . . . . 9:00 a.m. on Monday, 9 November in board lot of 1,000 Consolidated Shares (in the form of existing share certificates) opens

Original counter for trading in Consolidated Shares . . . . . . . 9:00 a.m. on Monday, 23 November in board lot of 20,000 Consolidated Shares (in the form of new share certificates) re-opens

Parallel trading in Consolidated Shares (in the form . . . . . . . 9:00 a.m. on Monday, 23 November of existing share certificates and new share certificates) commences

Designated broker starts to stand in the market to . . . . . . . . . 9:00 a.m. on Monday, 23 November provide matching services for odd lot of Consolidated Shares

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EXPECTED TIMETABLE

Temporary counter for trading in Consolidated Shares . . . . . . . 4:00 p.m. on Friday, 11 December in board lot of 1,000 Consolidated Shares

• (in the form of existing share certificates) closes

Parallel trading in Consolidated Shares (in the form . . . . . . . . . 4:00 p.m. on Friday, 11 December of new share certificates and existing share certificates) ends

Designated broker ceases to stand in the market to . . . . . . . . . . 4:00 p.m. on Friday, 11 December provide matching services for odd lot of Consolidated Shares

Last day for free exchange of existing share certificates . . . . . . . . . . . . . . . Tuesday, 15 December for the Original Shares or the Shares for new share

certificates for the Consolidated Shares

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

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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 Ms. TSUI Annie

Independent non-executive Directors: Mr. KWOK Pak Yu, Steven Mr. HO Kei Wing, Nelson Ms. MA Sijing

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 20 October 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 21 September 2015 in relation to the Share Consolidation.

The purpose of this circular is to provide you with information regarding the Share Consolidation together with the notice of EGM.

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LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation by consolidating every twenty (20) issued and unissued Shares of HK$0.001 each in the share capital of the Company into one (1) Consolidated Share of HK$0.02 each.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,000,000,000 divided into 1,000,000,000,000 Shares, of which 5,110,801,686 Shares had been allotted and issued as fully paid or credited as fully paid. Assuming no further Shares will be issued and/or repurchased from the Latest Practicable Date to the effective date of the Share Consolidation, upon the Share Consolidation having become effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 50,000,000,000 Consolidated Shares of HK$0.02 each, of which 255,540,084 Consolidated Shares will be in issue.

All Consolidated Shares will rank pari passu with each other in all respects and the rights attached to the Consolidated Shares will not be affected by the Share Consolidation.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

• (a) the passing by the Shareholder of an ordinary resolution to approve the Share Consolidation at the EGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

The Share Consolidation shall become effective after the conditions of the Share Consolidation mentioned above are fulfilled.

Dealings of the Consolidated Shares

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on Stock Exchange, the Consolidated 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 Consolidated Shares on the Stock Exchange or such other date 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.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or is currently proposed to be sought from any other stock exchange.

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LETTER FROM THE BOARD

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Listing Application

An application has been made to Stock Exchange for listing of, and permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.

Board lot size

Currently, the Shares are traded on the Stock Exchange in the board lot size of 20,000 Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 20,000 Consolidated Shares.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be on 9 November 2015, the Shareholders may, during a period between 9 November 2015 and 15 December 2015 (both dates inclusive), submit existing share certificates for the Original Shares or the Shares, which are in blue or green colour respectively, to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates for the Consolidated Shares, which will be in beige colour. It is expected that new share certificates for the Consolidated Shares will be available for collection within 10 business days from the date of submission for the exchange. Thereafter, the existing share certificates for the Original Shares or the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate for the Consolidated Shares to be issued or each existing share certificate for the Original Shares or the Shares cancelled, whichever the number of certificates issued or cancelled is higher.

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LETTER FROM THE BOARD

Nevertheless, the existing share certificates for the Original Shares or the Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time but will not be accepted for trading, settlement and registration upon the Share Consolidation has become effective.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed China Galaxy International Securities (Hong Kong) Co., Limited to provide matching services for the sale and purchase of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for Shareholders, on a best effort basis, during the period from 9:00 a.m. on Monday, 23 November 2015 to 4:00 p.m. on Friday, 11 December 2015 (both dates inclusive). Shareholders who wish to acquire odd lot of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lot of the Consolidated Shares should contact Mr. Choy Ho Yin of China Galaxy International Securities (Hong Kong) Co., Limited at Units 3501-7 & 3513-14, 35/F, Cosco Tower, 183 Queen’s Road Central, Hong Kong during office hours (Telephone: (852) 3698 6820).

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. If any Shareholder is in doubt about the odd lot trading arrangement, such Shareholder should consult his/her/its own professional advisers.

Fractional Consolidated Shares

Fractional Consolidated Shares (if any) arising from the Share Consolidation will not be issued to the Shareholders otherwise entitled thereto but will be aggregated and sold if possible, for the benefit of the Company.

Reasons for the Share Consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Board proposed to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the GEM Listing Rules. The Share Consolidation will increase the nominal value of the Shares, and is expected to bring about a corresponding increase in the trading price of the Consolidated Shares. Accordingly, the Directors are of the view that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Adjustments in relation to the Share Options and the Warrants

As at the Latest Practicable Date, the Company has 177,097,875 outstanding Share Options granted under the Share Option Scheme and 693,800,000 outstanding Warrants which in aggregate entitle holders thereof to subscribe for 870,897,875 Shares.

The Share Consolidation may cause adjustments to the exercise price, the subscription price and/ or the number of the Consolidated Shares to be issued pursuant to the terms and conditions of the Share Options and the Warrants. Further details of such adjustment, if required to be made, will be disclosed in further announcement(s).

Save for the Share Options and the Warrants, there are no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convertible or exchangeable into Shares.

EGM

A notice convening the EGM to be held at Jasmine Room on 3/F., BEST WESTERN PLUS Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong, on Friday, 6 November 2015 at 2:00 p.m. is set out on pages 11 to 12 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 EGM, 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 and transfer office, 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.

In compliance with the GEM Listing Rules, the resolution will be voted on by way of a poll at the EGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation to be proposed at the EGM.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the controlling Shareholder or their respective associates had any business or interest which competes or may compete with the business of the Group or had or may have any other conflict of interests with the Group.

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LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Share Consolidation.

By order of the Board Hao Wen Holdings Limited Chow Yik

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Hao Wen Holdings Limited (the “ Company ”) will be held at Jasmine Room on 3/F., BEST WESTERN PLUS Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on Friday, 6 November 2015 at 2:00 p.m. for the purpose of considering and if thought fit, passing, with or without modifications, the following resolution which will be proposed as ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued, every twenty (20) issued and unissued share of HK$0.001 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.02 each (the “ Consolidated Share(s) ”) so that the authorised share capital of the Company will be HK$1,000,000,000 divided into 50,000,000,000 Consolidated Shares of HK$0.02 each (the “ Share Consolidation ”) immediately upon the Share Consolidation becoming effective, and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company, and any director of the Company be and is hereby authorised to sign and execute such documents and do all such acts and things and to effect all necessary actions as he considers necessary, desirable or expedient in order to effect, implement and complete any and all of the aforesaid matters.”

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

Hong Kong, 20 October 2015

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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 and transfer office, 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. The Shareholders of the Company or their proxies shall produce their identity documents when attending the EGM.

As at the date hereof, the executive Directors are Mr. Chow Yik, Mr. Lok Wing Fu and Ms. Tsui Annie; the independent non-executive Directors are Mr. Kwok Pak Yu, Steven, Mr. Ho Kei Wing, Nelson and Ms. Ma Sijing.

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