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Honbridge Holdings Limited Proxy Solicitation & Information Statement 2015

May 28, 2015

51290_rns_2015-05-28_e6aa99d1-5038-4356-8578-eb61fe45c575.pdf

Proxy Solicitation & Information Statement

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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.

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HONBRIDGE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8137)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Honbridge Holdings Limited (the ‘‘Company’’) will be held at Unit 5402, 54th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, at 10 a.m. on Tuesday, 16 June 2015 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. ‘‘THAT

    • (a) the placing agreement dated 7 May 2015 entered into between the Company as issuer and ABCI Securities Company Limited as placing agent in relation to the placing of a maximum of 754,000,000 new shares of the Company (the ‘‘Placing Shares’’) in the share capital of the Company at a placing price of HK$1.12 per Placing Share (the ‘‘Placing Agreement’’) on a fully underwritten basis (a copy of which marked ‘‘A’’ has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

    • (b) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Placing Shares and fulfillment of conditions set out in the Placing Agreement, the allotment and issue of the Placing Shares, pursuant to and subject to the terms and conditions of the Placing Agreement, be and are hereby approved; and

    • (c ) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to exercise all the powers of the Company and take all steps as might in the opinion of the Directors be desirable, necessary or expedient in connection with the implementation of the transactions

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contemplated under the Placing Agreement and in relation to the issue and allotment of the Placing Shares, including, without limitation to, the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.’’

  1. ‘‘THAT

    • (a) the subscription agreement dated 7 May 2015 entered into between the Company as issuer and Shagang International (Hong Kong) Co., Limited 沙鋼國際(香港)有限公司 as subscriber in relation to the issue of 446,000,000 new shares of the Company (‘‘Subscription Shares’’) at a subscription price of HK$1.12 per Subscription Share (the ‘‘Subscription Agreement’’) (a copy of which marked ‘‘B’’ has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

    • (b) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares and fulfillment of conditions set out in the Subscription Agreement, the allotment and issue of the Subscription Shares, pursuant to and subject to the terms and conditions of the Subscription Agreement, be and are hereby approved; and

    • (c ) the Directors be and are hereby authorised to exercise all the powers of the Company and take all steps as might in the opinion of the Directors be desirable, necessary or expedient in connection with the implementation of the transactions contemplated under the Subscription Agreement and in relation to the issue and allotment of the Subscription Shares, including, without limitation to, the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.’’

On behalf of the Board Honbridge Holdings Limited HE Xuechu

Chairman

Hong Kong, 29 May 2015

Registered office:

4th Floor Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands

Head office and Principal place of business in Hong Kong: Unit 5402, 54th Floor Central Plaza 18 Harbour Road Wanchai Hong Kong

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Notes:

  1. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

  2. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s share registrar, Union Registrars Limited at A18F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude any member from attending and voting in person at the Meeting or any adjourned Meeting should he so wishes.

  3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.

  4. 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 extraordinary general meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.8137.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this announcement, the Board comprises Mr. He Xuechu, Mr. Liu Wei, William and Mr. Shi Li Xin as executive directors; Mr. Ang Siu Lun, Lawrence and Mr. Yan Weimin as non-executive directors and Mr. Chan Chun Wai, Tony, Mr. Fok Hon and Mr. Ma Gang as independent non-executive directors.

This announcement, 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 announcement 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 announcement misleading.

This announcement will appear on the GEM website (www.hkgem.com) for at least seven days after the date of publication and on the website of the Company (www.8137.hk).

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