Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 18, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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 OF EXTRAORDINARY GENERAL MEETING

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 Thursday, 11 August 2016 at Ocean I, 1/F., Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

"THAT, subject to and conditional upon (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the "Court"); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction (as defined below) and the minutes approved by the Court containing the particulars required under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands with respect to the Capital Reduction (as defined below); and (iv) the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the date on which the aforesaid conditions are fulfilled (the "Effective Date"):

(a) every ten (10) issued and unissued shares of HK$0.08 each in the share capital of the Company (the "Share(s)") be consolidated (the "Share Consolidation") into one (1) share of HK$0.80 each (the "Consolidated Share(s)");

(b) immediately following the Share Consolidation becoming effective, the issued and paid up share capital of the Company be reduced by cancelling the paid up capital to the extent of HK$0.7999 on each Consolidated Share of nominal value of HK$0.80 in issue so that each issued Consolidated Share shall be treated as one fully paid up share of HK$0.0001 nominal value (the "New Share(s)") in the share capital of the Company (the "Capital Reduction");

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(c) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Share with nominal value of HK$0.80 be subdivided into eight thousand (8,000) unissued New Shares with nominal value of HK$0.0001 each (the “Share Subdivision”), and all New Shares resulting from the Capital Reorganisation (as defined below) shall rank pari passu in all respects with each other and have the same rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company;

(d) the credit arising from the Capital Reduction be applied towards cancelling the accumulated losses of the Company as at the Effective Date (if any) and the balance (if any) be transferred to the distributable capital reduction reserve account of the Company or other reserve of the Company which may be utilised by the board of directors as a distributable reserve in accordance with the memorandum and articles of association of the Company (the “Application of Credit”); and

(e) the directors of the Company be and are hereby authorised generally to take all necessary steps and do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to implement and give effect to the Share Consolidation, the Capital Reduction, the Application of Credit and the Share Subdivision (collectively, the “Capital Reorganisation”) and to aggregate all fractional Consolidated Shares and/or New Shares and sell them for the benefits of the Company.”

By order of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman

Hong Kong, 19 July 2016

Registered office:
P.O. Box 309
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
British West Indies

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

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).

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1. 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.

2. 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.

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

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

5. 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 six independent non-executive Directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze, Mr. Fung Kwok Leung, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan.

This notice, for which the Directors jointly and individually accept full responsibility, including the 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 in this notice 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 notice misleading.

This notice will remain on the page of "Latest Company Announcement" on the GEM website for at least 7 days from the date of its posting and on the website of the Company www.unionasiahk.com.

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