Hao Wen Holdings Limited — Proxy Solicitation & Information Statement 2016

Sep 13, 2016

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 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 (the ‘‘Company’’), you should at once hand this circular, together with the enclosed 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.

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 REFRESHMENT OF SCHEME MANDATE LIMIT, PROPOSED RE-ELECTION OF DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Portion 2, 12/F., The Centre, 99 Queen’s Road Central, Central, Hong Kong on 3 October 2016 at 11:00 a.m., is set out on pages 8 to 9 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the extraordinary general meeting 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 and in any event not later than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

14 September 2016

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE

The 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 the GEM mean that it is a market more suited to professional and other sophisticated investors.

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

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TABLE OF CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX – BIOGRAPHICAL DETAILS OF THE DIRECTOR
PROPOSED TO BE RE-ELECTED AT THE EGM . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

‘‘Articles of Association’’ the articles of association of the Company ‘‘Board’’ the board of Directors or a duly authorised committee thereof ‘‘Company’’ Hao Wen Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on GEM ‘‘Directors’’ the directors of the Company and each a ‘‘Director’’ ‘‘EGM’’ an extraordinary general meeting of the Company to be held at Portion 2, 12/F., The Centre, 99 Queen’s Road Central, Central, Hong Kong, on 3 October 2016 at 11:00 a.m. or any adjournment thereof ‘‘GEM’’ The Growth Enterprise Market of the Stock Exchange ‘‘GEM Listing Rules’’ Rules Governing the Listing of Securities on The Growth Enterprise Market of the Stock Exchange ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administration Region of the People’s Republic of China ‘‘Latest Practicable Date’’ 12 September 2016, being the latest practicable date prior to the printing of this circular ‘‘Option(s)’’ a right to subscribe for Shares granted under the Share Option Scheme ‘‘Scheme Mandate Limit’’ the maximum number of Shares which may be issued upon the exercise of all Options to be granted under the Share Option Scheme ‘‘Share(s)’’ share(s) of nominal value of HK$0.02 each in the share capital of the Company

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	DEFINITIONS
‘‘Share Option Scheme’’	the share option scheme adopted by the Company on 24
	September 2009
‘‘Shareholders’’	registered holders of the Shares
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

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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: Registered office: Ms. TSUI Annie (Chairlady) Cricket Square Ms. WANG Ziyi Hutchins Drive P. O. Box 2681 Independent non-executive Directors: Grand Cayman KY1-1111 Mr. KWOK Pak Yu, Steven Cayman Islands Ms. MA Sijing Ms. HO Yuen Ki Head Office and Principal place of business: Level 20 Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong

14 September 2016

To Shareholders of the Company

Dear Sir or Madam,

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT, PROPOSED RE-ELECTION OF DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed refreshment of Scheme Mandate Limit and re-election of Director, details of which are provided herewith as follows, and to give you notice of the EGM and seek your approval of the resolutions relating to these matters at the EGM.

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LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

Pursuant to the GEM Listing Rules and the principle terms of the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all Options to be granted under the Share Option Scheme and any other schemes of the Company must not exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme. Subject to prior Shareholders’ approval, the Company may renew the Scheme Mandate Limit provided that the Scheme Mandate Limit so renewed must not exceed 10% of the Shares in issue at the date of the approval of the renewal by the Shareholders.

Apart from the Share Option Scheme, there is no other share option scheme as at the Latest Practicable Date.

At the annual general meeting of the Company held on 12 May 2016, the existing Scheme Mandate Limit was refreshed and the Company was allowed to grant Options up to 178,878,058 Shares representing 10% of the number of issued shares of the Company as at the said annual general meeting.

The Company has granted 178,800,000 Options on 20 July 2016 and cancelled the offer of the grant of 178,800,000 Options on 12 August 2016 under the refreshed Scheme Mandate Limit. As at the Latest Practicable Date, there are outstanding 12,046,850 Options entitling the holders thereof to subscribe for 12,046,850 Shares, which is approximately 0.67% of the number of issued shares of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, the total number of Shares in issue is 1,788,780,588. If the Scheme Mandate Limit is refreshed, the Board will be able to grant Options for subscription of up to 178,878,058 Shares, being 10% of the Shares in issue as at the EGM date based on 1,788,780,588 Shares in issue and assuming that no further Shares are issued prior to the EGM.

The Board wishes to maximise the flexibility in making new grants of Options under the Share Option Scheme. As at the Latest Practicable Date, the Company has no present intention to grant any share option under the refreshed Scheme Mandate Limit. The Directors consider that the proposed refreshment of the Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole as it enables the Company to provide incentives or rewards to participants for their contribution to the Group.

Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company at any time must not exceed 30% of the Shares in issue from time to time. No Options shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded.

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LETTER FROM THE BOARD

As required by the Share Option Scheme and the GEM Listing Rules, an ordinary resolution will be proposed at the EGM to approve the refreshment of the Scheme Mandate Limit such that the total number of Shares which may be issued upon exercise of all options to be granted under the refreshed Scheme Mandate Limit must not exceed 10% of the total number of the Shares in issue as at the date of approval of the refreshed Scheme Mandate Limit.

The refreshment of the Scheme Mandate Limit is conditional upon (a) the Shareholders passing an ordinary resolution to approve the proposed refreshment of the Scheme Mandate Limit at the EGM; and (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares (representing 10% of the Shares in issue as at the date of passing the relevant resolution at the EGM) to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be issued upon the exercise of the Options that may be granted under the refreshed Scheme Mandate Limit.

PROPOSED RE-ELECTION OF RETIRING DIRECTOR

Pursuant to article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after her appointment and be subject to re-election at such meeting. Accordingly, Ms. Ho Yuen Ki shall retire at the close of the EGM.

Ms. Ho Yuen Ki shall offer herself for re-election at the EGM. Biographical details of the Director to be re-elected at the EGM which are required to be disclosed under the GEM Listing Rules are set out in Appendix to this circular.

THE EGM

A notice convening the EGM is set out on pages 8 to 9 of this circular.

The resolutions for the refreshment of Scheme Mandate Limit and re-election of Director will be proposed at the EGM for your consideration and approval. The resolutions proposed at the EGM will be voted on by poll. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed refreshment of Scheme Mandate Limit and re-election of Director referred to in this circular is in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions 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.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, On behalf of the Board HAO WEN HOLDINGS LIMITED Tsui Annie Chairlady

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BIOGRAPHICAL DETAILS OF THE DIRECTOR PROPOSED TO BE RE-ELECTED AT THE EGM

APPENDIX

The biographical details of the Director proposed to be re-elected at the EGM are set out as follows:

Ms. Ho Yuen Ki (‘‘Ms. Ho’’), aged 35, has been appointed as an independent non-executive Director and a member of the audit committee, remuneration committee and nomination committee on 10 August 2016. Ms. Ho was graduated from University of Salford with the degree of Bachelor of Science (Hons.) in Finance and Accounting in 2004. Ms. Ho is a member of the Association of Chartered Certified Accountants. Ms. Ho has over 10 years of experience in auditing and accounting in different sectors, such as apparels industry and accountant firms.

Ms. Ho has not entered into a letter of appointment with the Company. Ms. Ho has not been appointed for a specific term and will be subject to retirement and re-election by the Shareholders pursuant to the Articles of Association. Ms. Ho is entitled to a remuneration of HK$156,000 per annum as determined with reference to her duties and responsibilities with the Company and the prevailing market situation.

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Ho has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). She is not connected with any Directors, senior management, substantial Shareholders or controlling Shareholders (within the meaning of the GEM Listing Rules). Ms. Ho did not hold any directorships of other listed public companies in the last 3 years. Save as disclosed herein, there is no other information relating to Ms. Ho that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters which need to be brought to the attention of the Shareholders.

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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 IS HEREBY GIVEN THAT an extraordinary general meeting of Hao Wen Holdings Limited (the ‘‘Company’’) will be held at Portion 2, 12/F., The Centre, 99 Queen’s Road Central, Central, Hong Kong on 3 October 2016 at 11:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of HK$0.02 each in the share of the Company (representing a maximum of 10% of the shares in issue as at the date of passing this Resolution) to be issued pursuant to the exercise of options which may be granted under the share option scheme adopted by the Company on 24 September 2009 (‘‘the Share Option Scheme’’) and any other share option schemes of the Company, the refreshment of the scheme limit on grant of options under the Share Option Scheme and any other share option schemes of the Company up to 10% of the shares in issue as at the date of passing this Resolution (‘‘the Refreshed Scheme Limit’’) be and is hereby approved and the directors of the Company be and is hereby authorised to do such acts and execute such documents to implement the Share Option Scheme within the Refreshed Scheme Limit.’’

2. To re-elect Ms. Ho Yuen Ki as independent non-executive director of the Company.

By order of the Board of HAO WEN HOLDINGS LIMITED Tsui Annie Chairlady

Hong Kong, 14 September 2016

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

Notes:

1. A shareholder entitled to attend and vote at the meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder 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 certified copy of such 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 holding the meeting or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

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