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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2016
51310_rns_2016-07-18_e2ccfc12-76ca-433c-93f3-50669aeaca09.pdf
Proxy Solicitation & Information Statement
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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 CAPITAL REORGANISATION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING
Financial adviser to the Company
A letter from the Board is set out on pages 5 to 11 of this circular and a notice convening the EGM to 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 is set out on pages EGM-1 to EGM-3 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 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.
19 July 2016
CONTENTS
Page
CHARACTERISTICS OF GEM ... ii
DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 5
NOTICE OF EGM ... EGM-1
— i —
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 —
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:
"Articles of Association"
the articles of associations of the Company, and "Article" shall mean an article thereof
"Board"
the board of Directors
"Capital Reduction"
the reduction of the issued share capital of the Company by reducing the par value of each issued Consolidated Share from HK$0.80 to HK$0.0001 by cancelling the paid up share capital to the extent of HK$0.7999 per issued Consolidated Share
"Capital Reorganisation"
the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Change in Board Lot Size"
the proposed change in board lot size for trading from 40,000 Shares to 20,000 New Shares upon the Capital Reorganisation becoming effective
"Companies Law"
the Companies Law, Cap. 22 (Law 3 of 1961), of the Cayman Islands as consolidated and revised
"Company"
Union Asia Enterprise Holdings Limited 萬亞企業控股有限公司, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM (Stock Code: 8173)
"Consolidated Share(s)"
ordinary share(s) of HK$0.80 each in the share capital of the Company immediately after the Share Consolidation becoming effective but prior to the Capital Reduction and the Share Subdivision becoming effective
"Court"
The Grand Court of the Cayman Islands
"Director(s)"
director(s) of the Company
"EGM"
the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Capital Reorganisation
"GEM"
the Growth Enterprise Market of the Stock Exchange
— 1 —
DEFINITIONS
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM
"Group" the Company and its subsidiaries
"HKSCC" Hong Kong Securities Clearing Company Limited
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date" 15 July 2016, being the latest practicable date before the printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Committee" has the meaning attributed to that term in the GEM Listing Rules
"New Shares" ordinary share(s) with par value of HK$0.0001 each in the share capital of the Company immediately following the Capital Reorganisation becoming effective
"Registrar" Tricor Tengis Limited, the Hong Kong share registrar and transfer office of the Company
"Share(s)" ordinary share(s) with par value of HK$0.08 each in the share capital of the Company prior to the Capital Reorganisation becoming effective
"Share Consolidation" the proposed consolidation of every ten (10) issued and unissued Shares of HK$0.08 each into one (1) Consolidated Share of HK$0.80 each
"Share Subdivision" the sub-division of each authorised but unissued Share into eight thousand (8,000) unissued New Shares
"Shareholder(s)" holder(s) of the Share(s), the Consolidated Share(s) or the New Share(s), as the case may be
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
— 2 —
EXPECTED TIMETABLE
Subject to the conditions (as disclosed in the paragraph headed "Conditions") being fulfilled, the Capital Reorganisation will become effective after the Court's approval and registration of the order of the Court confirming the Capital Reduction and the minutes approved by the Court at the Registrar of Companies in Cayman Islands, which is expected to take approximately four months from the date of the EGM.
The expected timetable for the Capital Reorganisation and the Change in Board Lot Size is set out below:
| Event | 2016 |
|---|---|
| Latest date and time for lodging forms of proxy for the EGM | 9:00 a.m. on Tuesday, 9 August |
| Date and time of the EGM | 9:00 a.m. on Thursday, 11 August |
| Announcement of voting result of the EGM | Thursday, 11 August |
The following events are conditional on the results of the EGM and the approval from the Court and therefore the dates are tentative:
| Proposed effective date of the Capital Reorganisation | Tuesday, 13 December |
|---|---|
| First day for free exchange of existing share certificates for new share certificates | Tuesday, 13 December |
| Commencement of dealing in New Shares | 9:00 a.m. on Tuesday, 13 December |
| Original counter for trading in the Shares in board lot of 40,000 Shares (in the form of existing share certificate) temporarily closes | 9:00 a.m. on Tuesday, 13 December |
| Temporary counter for trading in New Shares in board lots of 4,000 New Shares (in the form of existing share certificates) opens | 9:00 a.m. on Tuesday, 13 December |
| Original counter for trading in the New Shares in board lot of 20,000 New Shares (in the form of new certificates for the New Shares) re-opens | 9:00 a.m. on Thursday, 29 December |
— 3 —
EXPECTED TIMETABLE
Event
2016
Parallel trading in New Shares
(in the form of new share certificates in
new board lots of 20,000 New Shares and
existing share certificates in board lots of
4,000 New Shares) commences 9:00 a.m. on
Thursday, 29 December
Designated broker starts to stand in
the market to provide matching services
for odd lots of New Shares 9:00 a.m. on
Thursday, 29 December
2017
Temporary counter for trading in
New Shares in board lots of 4,000 New Shares
(in the form of existing share certificates) closes 4:00 p.m. on
Thursday, 19 January
Parallel trading in New Shares
(in the form of new share certificates in
new board lots of 20,000 New Shares and
existing share certificates in board lots of
4,000 New Shares) ends 4:00 p.m. on
Thursday, 19 January
Designated broker ceases to stand in
the market to provide matching services
for odd lots of New Shares 4:00 p.m. on
Thursday, 19 January
Last day for free exchange of
existing share certificates for new share certificates Monday, 23 January
Note:
All times and dates in this circular refer to Hong Kong local times and dates.
Dates or times specified in this circular for events in the timetable for (or otherwise in relation to) the Capital Reorganisation and the Change in Board Lot Size are indicative only and may be extended or varied due to the timetable and availability of the Court, additional time required for compliance with the regulatory requirements in the Cayman Islands and/or with any requirements imposed by the Court or varied by the Company. Any change to the expected timetable for the Capital Reorganisation and the Change in Board Lot Size will be published as and when appropriate.
— 4 —
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:
Mr. Chu Hung Lin, Victor
Mr. Tong Wan Sze
Mr. Fung Kwok Leung
Dr. Wan Ho Yuen, Terence
Mr. Li Kwok Chu
Mr. Lau Shu Yan
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
19 July 2016
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED CAPITAL REORGANISATION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcements of the Company dated 4 July 2016 and 14 July 2016 in relation to the Capital Reorganisation and Change in Board Lot Size.
The purpose of this circular is to provide you with information in relation to the (i) Capital Reorganisation; (ii) Change in Board Lot Size; and (iii) notice of the EGM.
LETTER FROM THE BOARD
PROPOSED CAPITAL REORGANISATION
The Board proposes to implement the Capital Reorganisation which will involve the following:
(1) the proposed Share Consolidation whereby every ten (10) issued and unissued Shares of HK$0.08 each will be consolidated into one (1) Consolidated Share of HK$0.8 each;
(2) the proposed Capital Reduction whereby the issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.7999 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.8 to HK$0.0001;
(3) the credit arising from the Capital Reduction be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate; and
(4) immediately following the Capital Reduction, the proposed Share Subdivision whereby each of the authorised but unissued Consolidated Shares of HK$0.8 each will be subdivided into eight thousand (8,000) New Shares of HK$0.0001 each.
Effect of the Capital Reorganisation
Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:
| As at the Latest Practicable Date | Immediately after the Share Consolidation becoming effective but before the Capital Reduction and the Share Subdivision | Immediately after the Capital Reorganisation becoming effective | |
|---|---|---|---|
| Par value | HK$0.08 per Share | HK$0.80 per Consolidated Share | HK$0.0001 per New Share |
| Authorised share capital | HK$2,500,000,000 divided into 31,250,000,000 Shares | HK$2,500,000,000 divided into 3,125,000,000 Consolidated Shares | HK$2,500,000,000 divided into 25,000,000,000,000 New Shares |
LETTER FROM THE BOARD
| As at the Latest Practicable Date | Immediately after the Share Consolidation becoming effective but before the Capital Reduction and the Share Subdivision | Immediately after the Capital Reorganisation becoming effective | |
|---|---|---|---|
| Number of issued shares | 2,845,998,135 Shares | 284,599,813 Consolidated Shares | 284,599,813 New Shares |
| Amount of the issued share capital | HK$227,679,850.8000 | HK$227,679,850.4000 | HK$28,459.9813 |
| Number of unissued shares | 28,404,001,865 Shares | 2,840,400,187 Consolidated Shares | 24,999,715,400,187 New Shares |
| Unissued share capital | HK$2,272,320,149.200 | HK$2,272,320,149.600 | HK$2,499,971,540.0187 |
Based on the number of Shares in issue as at the Latest Practicable Date, as a result of the Capital Reduction, a credit of approximately HK$227.7 million will arise in the books of the Company. Such credit will be applied to set-off the accumulated losses of the Company as at the effective date of the Capital Reorganisation, The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate. According to the annual report of the Company for the year ended 31 March 2016, the total accumulated losses of the Company was approximately HK$4,514.5 million as at 31 March 2016.
All New Shares in issue will rank pari passu in all respects with each other.
Save for the application of the credit arising from the Capital Reduction towards offsetting the accumulated deficit of the Company and expenses to be incurred in relation to the Capital Reorganisation, the Directors consider that the Capital Reorganisation will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company.
As at the Latest Practicable Date, the Company has (i) 75,934 outstanding share options under the share option scheme adopted by the Company on 25 April 2002 and expired on 24 April 2012 to subscribe for 75,934 new Shares and (ii) convertible bonds with outstanding principal amount of US$50,000,000 (equivalent to approximately HK$390 million) which is convertible into 225,433,526 Shares upon conversion in full. The Directors will determine any adjustments required to be made in respect the above as a result of the Capital Reorganisation. The Company will make further announcement about the adjustments in due course.
Save for the aforesaid, the Company has no outstanding share options, warrants and convertible securities as at the Latest Practicable Date.
— 7 —
LETTER FROM THE BOARD
Fractional entitlement to the New Shares
Any fractional New Share arising from the Capital Reorganisation will not be issued by the Company. Any such fractional entitlements to the New Shares will be aggregated and sold (if a premium, net of expenses can be obtained) for the benefit of the Company.
Conditions of the Capital Reorganisation
The Capital Reorganisation is conditional on the following conditions being fulfilled:
(i) the passing of the necessary resolution(s) to approve the Capital Reorganisation by the Shareholders at the EGM to be convened by the Company;
(ii) approval of the Capital Reduction by the Court;
(iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction;
(iv) the registration by the Registrar of Companies in the Cayman Islands of the order granted by the Court and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction; and
(v) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares upon the Capital Reorganisation becoming effective.
The Capital Reorganisation will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reorganisation at the EGM, the legal advisors to the Company (as to the Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and further announcement(s) (if any) will be made to inform the Shareholders of the progress of the matter as and when appropriate.
Reasons for Capital Reorganisation
Under 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 it securities. In view of the fluctuation of the trading prices of the Shares in the past six months before the Latest Practicable Date with the trading prices of the Shares ranging from HK$0.028 per Share to HK$0.405 per Share, the Board proposed to implement the Share Consolidation. The Capital Reorganisation, which includes the Share Consolidation will also allow the value of each board lot to be increased to more than HK$2,000 and enable the Company to avoid incompliance with the trading requirements under the GEM Listing Rules. The Capital Reduction and the Share Subdivision will keep
— 8 —
LETTER FROM THE BOARD
the par value of the shares of the Company at a lower level that can facilitate the Company's future fund raising activities if such need arises in the future as the Company will not be allowed to issue any shares below its par value. As at the Latest Practicable Date, the Company does not have any intention, negotiation, agreement, arrangement and understanding (either concluded or in process) on any potential fund raising activities. Also, the credit arising from the Capital Reorganisation be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reorganisation.
Accordingly, the Board is of the view that the Capital Reorganisation is beneficial to and in the interests of the Company and Shareholders as a whole.
Listing and dealings
Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.
No part of the share capital of the Company is listed or dealt in, and no listing or permission to deal is being or is proposed to be sought, on any other stock exchange other than the Stock Exchange. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New 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 New 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Free exchange of certificates for New Shares
Subject to the Capital Reorganisation becoming effective, Shareholders may, during the period commencing from Tuesday, 13 December 2016 to Monday, 23 January 2017, submit share certificates for the Shares to the Registrar at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, in exchange, at the expense of the Company, for new share certificates of the New Shares. Thereafter, certificates of the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate of the Shares cancelled or each new share certificate issued for the New Shares, whichever number of certificates cancelled/issued is higher. The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Thursday, 19 January 2017 and thereafter will not be accepted for delivery, trading and settlement purposes. Nevertheless, certificates of the Shares will continue to be good evidence of legal title and may be exchanged for certificates of the New Shares at any time.
The new share certificates for the New Shares will be issued in light blue colour in order to distinguish them from existing share certificates for the existing Shares which are in orange colour.
— 9 —
LETTER FROM THE BOARD
Odd lots arrangement and matching services
In order to alleviate the difficulties arising from the existence of odd lots of the New Shares, the Company has appointed Cheong Lee Securities Limited as agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares. Shareholders who wish to take advantage of this facility should contact Ms. Casey Lee of Cheong Lee Securities Limited at Unit B 16/F Bank of East Asia harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong or at telephone number (852) 3426 6320 during office hours. Shareholders should note that successful matching of the sale and purchase of odd lots of the New Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lots arrangement, is recommended to consult his/her/its own professional advisers.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Shares are traded in board lots of 40,000 Shares. The Board proposes to change the board lot size for trading in the Shares from 40,000 Shares to 20,000 New Shares subject to and upon the Capital Reorganisation becoming effective. Based on the closing price of HK$0.055 per Share on the Latest Practicable Date and assuming that the Capital Reorganisation has become effective, if the Shares were continued to be traded in board lot of 40,000 New Shares, the value of each board lot of New Shares would be HK$22,000. Should the Change in Board Lot Size become effective, the value of each board lot of New Shares would be HK$11,000. The Board is of the view that the Change in Board Lot Size will enable the Company to maintain the trading value for each board lot at a reasonable level.
WARNING
Shareholders and potential investors should note that the Capital Reorganisation is conditional upon satisfaction of conditions precedent set out in the paragraph headed "Conditions of the Capital Reorganisation" above. Therefore, the Capital Reorganisation may or may not proceed.
Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.
EGM
The EGM will be convened and 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 Shareholders to consider, and if thought fit, to approve, among other things the Capital Reorganisation. The notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the meeting 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
— 10 —
LETTER FROM THE BOARD
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 Capital Reorganisation at the EGM will be conducted by poll in accordance with the GEM Listing Rules.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders have material interest in the Capital Reorganisation and are required to abstain from voting on the resolution to be proposed at the EGM.
COMPETING INTERESTS
As at the Latest Practicable Date, none of the Directors or controlling shareholders or substantial shareholders of the Company or any of their respective close associates (as defined in the GEM Listing Rules) had any interest in a business which competes or may compete with the business of the Group nor does any of them has or may have any other conflicts of interest with the Group.
RECOMMENDATION
The Directors are of the opinion that the Capital Reorganisation is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the resolution 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.
By order of the Board
Union Asia Enterprise Holdings Limited
Yip Man Yi
Chairman
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 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");
(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;
— EGM-1 —
NOTICE OF EGM
(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:
-
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.
-
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).
-
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.
— EGM-2 —
NOTICE OF EGM
-
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.
-
A form of proxy for use at the extraordinary general meeting is attached herewith.
-
Any voting at the extraordinary general meeting shall be taken by poll.
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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.
— EGM-3 —