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

(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 (the “EGM”) of Union Asia Enterprise Holdings Limited (the “Company”) will be held at 11:30 a.m. on Monday, 24 June 2019 at Room 302, 3/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolutions or special resolutions (as the case may be). Capitalised terms defined in the circular dated 29 May 2019 issued by the Company (the “Circular”) shall have the same meaning when used in this Notice unless otherwise specified.

AS A SPECIAL RESOLUTION

1. “CAPITAL REORGANISATION

THAT subject to and conditional upon: (i) the Grand Court of the Cayman Islands (the “Grand Court”) granting an order confirming the Capital Reduction (as defined below); (ii) the registration by the Registrar of Companies in the Cayman Islands of a copy of the Grand Court order approving the Capital Reduction and the minute containing the particulars required under the Companies Law of the Cayman Islands; (iii) compliance with any conditions imposed by the Grand Court; and (iv) the GEM Listing Committee granting the listing of, and permission to deal in, the New Shares in issue upon the Capital Reorganisation (as defined below) becoming effective, with effect from the date on which the aforesaid conditions are fulfilled (the “Effective Date”),

(a) the entire amount standing to the credit of the share premium account of the Company as at the Effective Date be cancelled to set off against part of total accumulated losses of the Company (the “Share Premium Cancellation”);

(b) every fifty (50) issued Shares of HK$0.08 each will be consolidated into one (1) share of HK$4.0 each (“Consolidated Share”) in the issued share capital of the Company (the “Share Consolidation”);

(c) all fractional Consolidated Shares resulting from Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “Directors”) may think fit;

(d) upon the Share Consolidation taking effect, (i) the total number of the Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation; and (ii) the nominal value of the issued Consolidated Shares be reduced from HK$4.0 to HK$0.0001 each (“New Share”) by cancelling the paid-up capital to the extent of HK$3.9999 each (the “Capital Reduction”) and the total credit of approximately HK$273,208,990 arising therefrom be applied to further set-off the accumulated losses of the Company;

(e) upon the Capital Reduction taking effect, all the authorised but unissued share capital of the Company be cancelled in their entirety (the “Unissued Share Capital Cancellation”);

(f) upon the Unissued Share Capital Cancellation taking effect, the authorised share capital of the Company be increased to HK$10,000,000 divided into 100,000,000,000 New Shares (the “Authorised Share Capital Increase”, collectively with the Unissued Share Capital Cancellation, the Capital Reduction, the Share Consolidation and the Share Premium Cancellation, the “Capital Reorganisation”);

(g) the credit arising from the Capital Reduction be applied towards offsetting the accumulated losses of the Company as at the Effective Date, thereby reducing the accumulated losses of the Company, and the balance (if any) be transferred to a distributable reserve account of the Company which may be applied for such purposes as permitted under the memorandum and articles of association of the Company, all applicable laws and the GEM Listing Rules; and

(h) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Capital Reorganisation and the transactions contemplated thereunder.”

AS ORDINARY RESOLUTIONS

2. “THE SHARE OFFER

THAT:

(a) the Underwriting Agreement and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

(b) subject to the fulfillment of the conditions in the Underwriting Agreement and conditional upon the GEM Listing Committee approving the listing of, and granting permission to deal in the Offer Shares, the Director(s) be and are hereby granted a specific mandate (“the Offer Shares Specific Mandate”) to allot and issue, credited as fully paid, the Offer Shares comprising a public offer and a preferential offering at the price of HK$0.19 per Offer Share on the terms set out in the Circular provided that the Offer Shares Specific Mandate shall be in addition to and shall not prejudice nor revoke such other general or specific mandate(s) which may from time to time be granted to the Director(s) prior to or after the passing of this resolution;

(c) the entering into of the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Offer Shares, if any, by the Underwriter) be and hereby approved; and

(d) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Underwriting Agreement and the transactions contemplated thereunder.”

“THE CREDITORS SCHEMES

THAT conditional upon: (i) the requisite majority in number representing not less than 75% in value of the Creditors granting the approval; (ii) the sanction from the High Court and the Grand Court having been obtained; (iii) the passing of the necessary resolution(s) by the Independent Shareholders as required under the GEM Listing Rules and the Takeovers Code; (iv) the Company having obtained the necessary consent of the Executive for the Special Deal constituted by the Creditors Schemes pursuant to Rule 25 of the Takeovers Code; (v) all conditions precedent to the Completion (other than the conditions precedent to the implementation of the Creditors Schemes) having been fulfilled; (vi) the filing of the court orders with the relevant companies registries in Hong Kong and the Cayman Islands, respectively; (vii) the GEM Listing Committee granting the listing of, and permission to deal in, the Creditors Shares,

(a) the Creditors Schemes and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

(b) the Director(s) be and are hereby granted a specific mandate (the “Creditors Shares Specific Mandate”) to allot and issue, credited as fully paid, the Creditors Shares to the Scheme SPC pursuant to the Creditors Schemes provided that the Creditors Shares Specific Mandate shall be in addition to and shall not prejudice nor revoke such other general or specific mandate(s) which may from time to time be granted to the Director(s) prior to or after the passing or this resolution; and

(c) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Creditors Schemes and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Creditors Shares to the Scheme SPC).”

“THE ACQUISITION

THAT:

(a) the Acquisition Agreement, the Restructuring Framework Agreement and the transactions contemplated respectively thereunder be and are hereby approved, ratified and confirmed;

(b) subject to the fulfillment of the conditions in the Acquisition Agreement and the Restructuring Framework Agreement and conditional upon the GEM Listing Committee approving the listing of and granting permission to deal in the Consideration Shares, the Director(s) be and are hereby granted a specific mandate (the “Consideration Shares Specific Mandate”) to allot and issue, credited as fully paid, the Consideration Shares to the Investor pursuant to the Acquisition Agreement provided that the Consideration Shares Specific Mandate shall be in addition to and shall not prejudice nor revoke such other general or specific mandate(s) which may from time to time be granted to the Director(s) prior to or after the passing of this resolution; and

(c) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Acquisition Agreement, the Restructuring Framework Agreement and the transactions contemplated thereunder.”

“THE INVESTOR LOAN CAPITALISATION

THAT:

(a) subject to the fulfilling of the conditions in the Restructuring Framework Agreement and conditional upon the GEM Listing Committee approving the listing of and granting permission to deal in the Capitalisation Shares, the Director(s) be and are hereby granted a specific mandate (the “Capitalisation Shares Specific Mandate”) to allot and issue, credited as fully paid, the Capitalisation Shares to the Investor as a result of the Investor Loan Capitalisation provided that the Capitalisation Shares Specific Mandate shall be in addition to and shall not prejudice nor revoke such other general or specific mandate(s) which may from time to time be granted to the Director(s) prior to or after the passing of this resolution; and

(b) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements to deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consist necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relation to the Investor Loan Capitalisation and the transactions contemplated thereunder.”

6. "THE SPECIAL DEAL

THAT, subject to the consent of the Executive (or any delegate of the Executive) pursuant to Rule 25 of the Takeovers Code with respect to the Special Deal and any conditions that may be imposed thereon:

(a) the Special Deal and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

(b) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to do such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Special Deal and the transactions contemplated thereunder."

7. "APPOINTMENT OF PROPOSED DIRECTORS

THAT:

(a) the following persons be appointed as Director(s) with effect from Completion:

(i) Mr. Chan Norman Enrique as an executive Director;

(ii) Mr. Lee Alex Kam-fai as an executive Director;

(iii) Mr. Kwong U Hoi Andrew as an independent non-executive Director;

(iv) Mr. Wong Jonathan as an independent non-executive Director; and

(v) Mr. Chi Chi Hung Kenneth as an independent non-executive Director.

(b) the Board be and is hereby authorised to fix their remuneration.

AS SPECIAL RESOLUTIONS

“THE WHITEWASH WAIVER

THAT:

(a) subject to the Executive granting the Investor the Whitewash Waiver and the satisfaction of any condition(s) attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code, waiving any obligation of the Investor and parties acting in concert with it to make a mandatory general offer to other Shareholders in respect of the New Shares as a result of the acquisition of the Consideration Shares and the Capitalisation Shares be and is hereby approved; and

“ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

THAT the second amended and restated memorandum and articles of association of the Company in the form produced to the EGM be and are hereby adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of all existing memorandum and articles of association of the Company.”

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

Hong Kong, 29 May 2019

Principal place of business in Hong Kong:
Unit A, 29/F.
CKK Commercial Centre
289-295 Hennessy Road
Wanchai
Hong Kong

Notes:

Any Shareholder entitled to attend and vote at the EGM shall be entitled to appoint a person or persons as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the EGM. A proxy need not be a Shareholder.
To be valid, a form of proxy, together with any 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 delivered to the Company’s share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-3304, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM 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.
Completion and deposit of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM if the Shareholder so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
In the case of joint registered holders of any share of the Company, any one of such joint registered holders may vote at the meeting, either in person or by proxy, in respect of such share as if they were solely entitled thereto, but if more than one of such joint registered holders be present at the meeting either personally or by proxy, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint registered 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 in respect of the joint holding.
In order to qualify for attending and voting at the EGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-3304, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:30 pm on Monday, 17 June 2019.
If Typhoon Signal No.8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the chairman of the EGM will seek the consent of the Shareholders present at the meeting to adjourn the EGM. If no quorum is present at the EGM within 15 minutes of the time appointed for the EGM, the EGM will be adjourned to the same day in the next week and at such time and place as shall be decided by the board of directors of the Company. The Company will post an announcement on the website of Company at www.unionasiahk.com and on the “Latest Company Announcement” page of the GEM website at www.hkgem.com to notify Shareholders of the date, time and place of the adjourned EGM.

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

This notice, for which the directors of the Company (the “Director”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 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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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2019

51310_rns_2019-05-28_8d4cb4b9-151c-4720-8415-f9718ee624f0.pdf

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

AS A SPECIAL RESOLUTION

1. “CAPITAL REORGANISATION

AS ORDINARY RESOLUTIONS

2. “THE SHARE OFFER

THAT:

6. "THE SPECIAL DEAL

7. "APPOINTMENT OF PROPOSED DIRECTORS

AI assistant

Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2019

51310_rns_2019-05-28_8d4cb4b9-151c-4720-8415-f9718ee624f0.pdf

UNION ASIA ENTERPRISE HOLDINGS LTD

萬亞企業控股有限公司

NOTICE OF EXTRAORDINARY GENERAL MEETING

AS A SPECIAL RESOLUTION

1. “CAPITAL REORGANISATION

AS ORDINARY RESOLUTIONS

2. “THE SHARE OFFER

THAT:

6. "THE SPECIAL DEAL

7. "APPOINTMENT OF PROPOSED DIRECTORS

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