Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 3, 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 stockbroker, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Union Asia Enterprise Holdings Limited 萬亞企業控股有限公司 (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

UNION ASIA ENTERPRISE HOLDINGS LTD 萬亞企業控股有限公司

(Formerly known as Pan Asia Mining Limited)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED FIXING OF THE MAXIMUM NUMBER OF DIRECTORS;
AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company

A letter from the Board is set out on pages 2 to 4 of this circular and a notice convening the EGM to be held at 9:00 a.m. on Monday, 29 August 2016 at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar and transfer office in Hong Kong, Tricor Tengis 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 scheduled for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the EGM or any adjourned meeting thereof should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its posting and on the website of the Company at http://www.unionasiahk.com.

4 August 2016

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CONTENTS

Page

CHARACTERISTICS OF GEM ... ii
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
NOTICE OF EGM ... EGM-1

— i —

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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.

— ii —

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company (as amended from time to time), and "Article" shall mean an article thereof

"Board"
the board of Directors

"Company"
Union Asia Enterprise Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

"Director(s)"
director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be held at 9:00 a.m. on Monday, 29 August 2016 at Units 3404–6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong

"GEM"
the Growth Enterprise Market of the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"Group"
the Company and its subsidiaries

"Hong Kong"
Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
1 August 2016, being the latest practicable date before the printing of this circular for the purpose of ascertaining certain information contained herein

"Proposed Amendment"
the proposed amendment to Article 98 of the Articles of Association

"Share(s)"
ordinary share(s) of HK$0.08 each in the issued share capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

— 1 —

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LETTER FROM THE BOARD

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

(Formerly known as Pan Asia Mining Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

Executive Directors:
Ms. Yip Man Yi (Chairman)
Mr. Shiu Chi Tak, Titus

Non-executive Directors:
Mr. Liang Tongwei
Mr. Wong Chi Man

Independent non-executive Directors:
Dr. Wan Ho Yuen, Terence
Mr. Li Kwok Chu
Mr. Lau Shu Yan

Registered office:
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands

Head office and principal place of business in Hong Kong:
Units 3404-6, 34/F
AIA Tower
183 Electric Road
North Point,
Hong Kong

4 August 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED FIXING OF THE MAXIMUM NUMBER OF DIRECTORS; AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 25 July 2016 in relation to the Proposed Amendment.

The purpose of this circular is to provide the Shareholders with information in relation to the (i) Proposed Amendment; (ii) fixing of the maximum number of Directors; and (iii) notice of the EGM.

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LETTER FROM THE BOARD

PROPOSED AMENDMENT OF THE ARTICLES OF ASSOCIATION

In view of the proposed fixing of the maximum number of directors as detailed herein below, the Board proposes to amend Article 98 of the Articles of Association so that the Board (subject to the approval of the Shareholders at the general meeting) may fix and/or change the maximum number of Directors as the case may be.

The proposed amendment to Article 98 of the Articles of Association is as follows:

The original text of Article 98:

"The number of Directors shall not be less than two."

shall be deleted in its entirety and be substituted by the new Article 98 as follows:

"Unless otherwise determined by the Company by ordinary resolution, the number of Directors shall not be less than two. There shall be no maximum number of Directors unless otherwise determined from time to time by the Company by ordinary resolution."

The Proposed Amendment is subject to the approval by the Shareholders by way of a special resolution at the EGM.

The legal advisors of the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the proposed amendment complies with the requirements of the GEM Listing Rules and the laws of the Cayman Islands. The Company also confirmed that there is nothing unusual about the Proposed Amendment to the Articles of Association.

FIXING OF THE MAXIMUM NUMBER OF DIRECTORS

Subject to the passing of the special resolution by the Shareholders at the EGM to approve the Proposed Amendment, the Company proposes to fix the maximum number of Directors at seven (7).

As at the Latest Practicable Date, the Board consists of 7 members comprising of 2 executive Directors, 2 non-executive Directors and 3 independent non-executive Directors. The Board considers that it has a balanced composition of executive Directors, non-executive Directors and independent non-executive Directors.

To ensure the efficient and effective communication of the Board, ordinary resolutions will be proposed at the EGM to fix the maximum number of Directors at seven (7).

Based on the advice of the Company's legal advisor as to Cayman Islands laws, the Board considers that the proposal to fix a maximum number of Directors complies with the Articles of Association and the Cayman Islands Companies Law and is in the best interests of the Company and the Shareholders as a whole.

— 3 —

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LETTER FROM THE BOARD

EGM

The EGM will be convened and held at 9:00 a.m. on Monday, 29 August 2016 at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong for the Shareholders to consider, and if thought fit, to approve, among other things, the Proposed Amendment and the fixing of the maximum number of Directors. The notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you are able 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 and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof to the office of the Company's share registrar and transfer office in Hong Kong, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong. The 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.

The voting in relation to the Proposed Amendment and the fixing of the maximum number of Directors at the EGM will be conducted by poll in accordance with the GEM Listing Rules.

RECOMMENDATION

The Directors are of the opinion that the Proposed Amendment and the fixing of the maximum number of Directors are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions 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 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 aspects 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

The English text of this circular, the notice of the EGM and the form of proxy for use at the EGM shall prevail over the Chinese text in case of inconsistency.

On behalf of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman

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NOTICE OF EGM

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

(Formerly known as Pan Asia Mining Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Union Asia Enterprise Holdings Limited (the "Company") will be held at 9:00 a.m. on Monday, 29 August 2016 at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment the following resolutions:

AS SPECIAL RESOLUTION

1. "THAT the articles of association of the Company be and are hereby amended by deleting the current Article 98 of the articles of association of the Company in its entirety and substituting therewith the following:

'Unless otherwise determined by the Company by ordinary resolution, the number of Directors shall not be less than two. There shall be no maximum number of Directors unless otherwise determined from time to time by the Company by ordinary resolution."

AS ORDINARY RESOLUTION

1. "THAT subject to the passing of resolution numbered 1 above:

the maximum number of directors of the Company shall be seven (7) and the board of directors of the Company be authorised to appoint additional directors of the Company up to the maximum number so determined."

By order of the Board

Union Asia Enterprise Holdings Limited

Yip Man Yi

Chairman

Hong Kong, 4 August 2016

Registered office:

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Head office and principal place of business in Hong Kong:

Units 3404-6, 34/F

AIA Tower

183 Electric Road

North Point, Hong Kong

— EGM-1 —

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NOTICE OF EGM

Notes:

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

2. In order 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 thereof, must be deposited at the Company's share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the extraordinary general meeting (or any adjournment thereof).

3. Completion and delivery of a form of proxy shall not preclude a shareholder from attending and voting in person at the extraordinary general meeting and in such event, the instrument appoint a proxy shall be deemed to be revoked.

4. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the extraordinary general meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

5. A form of proxy for use at the extraordinary general meeting is attached herewith.

6. Any voting at the extraordinary general meeting shall be taken by poll.

7. The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

As at the date of this notice, the Board comprises two executive Directors, Ms. Yip Man Yi and Mr. Shiu Chi Tak, Titus, two non-executive Directors, Mr. Liang Tongwei and Mr. Wong Chi Man, and three independent non-executive Directors, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan.

— EGM-2 —