Honworld Group Limited — AGM Information 2015

Apr 27, 2015

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 or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Honworld Group Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchange 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.

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HONWORLD GROUP LIMITED 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2226)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND

NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening an annual general meeting of the Company to be held at 10:00 a.m. on 29 May 2015 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China is set out on pages 16 to 20 of this circular. A form of proxy for use at the 2015 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hzlaohenghe.com).

Whether or not you are able to attend the 2015 annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2015 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2015 annual general meeting or any adjourned meeting thereof if they so wish.

• For identification purposes only

27 April 2015

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter	from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Issuance Mandate and Repurchase Mandate . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	2015 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . .		7
Appendix II — Details of the Retiring Directors Proposed
	to be Re-elected at the 2015 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice	of the 2015 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

• ‘‘2015 AGM’’

an annual general meeting of the Company to be held at 10:00 a.m. on 29 May 2015 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 20 of this circular, or any adjournment thereof

• ‘‘AGM Notice’’ the notice convening the 2015 AGM set out on pages 16 to 20 of this circular

• ‘‘Articles’’ the articles of association of the Company currently in force

• ‘‘Board’’ the board of Directors

• ‘‘Companies Law’’ the Companies Law (as revised) of the Cayman Islands

• ‘‘Company’’ Honworld Group Limited, a company incorporated in the Cayman Islands with limited liability on 4 December 2012 and the Shares of which are listed on the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘HK$’’ Hong Kong Dollars, the lawful currency of Hong Kong

• ‘‘Issuance Mandate’’ as defined in paragraph 2(a) of the section headed ‘‘Letter from the Board’’ of this circular

• ‘‘Latest Practicable Date’’ 16 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

• ‘‘PRC’’ The People’s Republic of China, excluding (except where the context requires) Hong Kong, Macau and Taiwan for the purpose of this circular

– 1 –

DEFINITIONS

‘‘Repurchase Mandate’’	as defined in paragraph 2(b) of the section headed ‘‘Letter
	from the Board’’ of this circular
‘‘SFO’’	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
‘‘Share(s)’’	ordinary share(s) of US$0.0005 each in the share capital of the
	Company or if there has been a subsequent subdivision,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission in Hong Kong
‘‘US$’’	United States Dollars, the lawful currency of the United States
	of America
‘‘%’’	per cent.

– 2 –

LETTER FROM THE BOARD

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HONWORLD GROUP LIMITED 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2226)

Executive Directors: Mr. CHEN Weizhong (Chairman & Chief Executive Officer) Mr. SHENG Mingjian Mr. WANG Chao

Registered office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director: Mr. ZHANG Bihong

Independent non-executive Directors: Mr. SHEN Zhenchang Mr. LEI Jiasu Mr. MA Chaosong

Principal place of business and head office in the PRC: Balidian Town Food and Industrial Park Wuxing District Huzhou City Zhejiang 313000 PRC

Principal place of business in Hong Kong: Room 606–607, 6/F China Merchants Building 152–155 Connaught Road Central Hong Kong

27 April 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND NOTICE OF THE 2015 AGM

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of certain resolutions to be proposed at the 2015 AGM for (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of Repurchase Mandate to the Directors; (iii) the extension of the

• For identification purposes only

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LETTER FROM THE BOARD

Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of the retiring Directors.

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND REPURCHASE MANDATE

The Directors’ existing mandates to exercise all the powers of the Company issue and repurchase Shares were approved by its shareholders pursuant to ordinary resolutions duly passed at the last annual general meeting on 28 May 2014. Up to the Latest Practicable Date, such mandates have not been used and, if not used by the 2015 AGM, will lapse at the conclusion of the 2015 AGM.

Ordinary resolutions will be proposed at the 2015 AGM to approve the granting of the new general mandates to the Directors that would enable the Company:

• (a) to allot, issue or deal with new Shares of an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding US$51,875.0 (equivalent to 103,750,000 Shares) on the basis that the existing issued share capital of the Company of 518,750,000 Shares as at the Latest Practicable Date remains unchanged as at the date of the 2015 AGM) (the ‘‘Issuance Mandate’’);

• (b) to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding US$25,937.5 (equivalent to 51,875,000 Shares) on the basis that the existing issued share capital of the Company of 518,750,000 Shares as at the Latest Practicable Date remains unchanged as at the date of the 2015 AGM) (the ‘‘Repurchase Mandate’’); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (if granted to the Directors at the 2015 AGM).

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

The Repurchase Mandate and the Issuance Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

As at the Latest Practicable Date, 100,000,000 warrants (each conferring the rights to the warrant holder to subscribe one Share at a subscription price of HK$8.00 per Share) were issued and outstanding pursuant to the general mandate granted to the Directors at the last annual general meeting. These warrants, if not exercised before 1 September 2015, will be expired.

Save as disclosed above, the Directors have no present immediate plan to exercise the Issuance Mandate or the Repurchase Mandate (if granted to the Directors at the 2015 AGM).

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 84 of the Articles, one-third of Directors for the time being shall retire from office by rotation at the 2015 AGM. As such, Mr. Chen Weizhong, Mr. Shen Zhenchang and Mr. Ma Chaosong shall retire at the 2015 AGM and, being eligible, offer themselves for re-election at the 2015 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above three Directors proposed to be re-elected at the 2015 AGM are set out in Appendix II to this circular.

4. 2015 AGM AND PROXY ARRANGEMENT

A notice convening the 2015 AGM to be held at 10:00 a.m. on 29 May 2015 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China is set out on pages 16 to 20 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2015 AGM. An announcement on the poll vote results will be published by the Company after the 2015 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

You will find enclosed with this circular a form of proxy for use at the 2015 AGM and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hzlaohenghe.com). Whether or not you are able to attend the 2015 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed

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LETTER FROM THE BOARD

or a notarially certified copy of that power of attorney or authority, to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2015 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the 2015 AGM, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting/extension of the Issuance Mandate, the Repurchase Mandate and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favor of the relevant resolutions as set out in the AGM Notice to be proposed at the 2015 AGM.

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Repurchase Mandate; and Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the 2015 AGM.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining shareholders’ entitlements to attend and vote at the 2015 AGM, the transfer books and the register of members of the Company will be closed from 27 May 2015 to 29 May 2015 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the 2015 AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 26 May 2015.

For the purpose of determining the entitlements to the proposed final dividend to be approved at the 2015 AGM for the year ended 31 December 2014, the transfer books and the register of members of the Company will be closed from 10 June 2015 to 12 June 2015 (both days inclusive), during which period no transfer of shares will be effected. To ensure that shareholders are entitled to receive the distribution of final dividend to be approved at the 2015 AGM, all transfers, accompanied by the relevant share certificate, must be lodged with the Company’s Hong Kong share registrar at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 9 June 2015. It is expected that, if approved, the proposed final dividend will be payable on or before 3 July 2015 to the Shareholders whose names are listed on the register of members of the Company on 12 June 2015.

Yours Faithfully By Order of the Board Honworld Group Limited CHEN Weizhong Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2015 AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange or any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 518,750,000 Shares.

Subject to the passing of the ordinary resolution set out in item 9 of the AGM Notice in respect of the granting of the Repurchase Mandate and on the basis that the issued ordinary share capital as at the Latest Practicable Date of the Company remains unchanged up to the date of the 2015 AGM, i.e. being 518,750,000 Shares, the Directors would be authorized to exercise the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 51,875,000 Shares, being 10% of the issued share capital of the Company as at the date of 2015 AGM.

3. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the Memorandum and Articles of the Company, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

Under the Cayman Islands law, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose or, if authorized by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

for out of profits or the share premium account of the Company or, if authorized by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so repurchased would be treated as cancelled.

As compared with the financial position of the Company as at 31 December 2014 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

4. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

Accordingly, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the only controlling Shareholder is Key Shine Global Holdings Limited (‘‘Key Shine’’), a company wholly owned by Mr. CHEN Weizhong. Key Shine owned 278,169,750 Shares (approximately 53.62% of the issued share capital of the Company). In the event that the Repurchase Mandate was exercised in full, the interest of Key Shine would be increased from approximately 53.62% to approximately 59.58%. On the basis of the aforesaid increase of shareholding held by Key Shine, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directors do not intend to exercise the power of the Repurchase Mandate to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the Shares in public hands.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

5. LISTING RULES RELATING TO REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the Company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general repurchase mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and Articles of the Company.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best knowledge and belief of the Directors having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), have any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or that he has undertaken not to sell any of the Shares held by him to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

9. SHARE PRICES

The highest and lowest prices of the Shares during each of the twelve months preceding the Latest Practicable Date were as follows:

	Share Price (Per Share)	Share Price (Per Share)
Month	Highest	Lowest
	HK$	HK$
2014
April	7.28	4.48
May	5.95	4.76
June	5.95	5.21
July	6.99	5.27
August	8.05	6.05
September	7.47	6.30
October	6.89	5.51
November	5.91	5.05
December	5.42	4.03
2015
January	4.16	3.80
February	5.25	3.82
March	5.98	5.07
April (up to the Latest Practicable Date)	7.59	5.43

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

The biographical details of the Directors proposed to be retired at the conclusion of the 2015 AGM and be proposed to be re-elected at the 2015 AGM are set out as follows:

1. Mr. Chen Weizhong

Position and experience

Mr. Chen Weizhong (陳衛忠), aged 43, is the chairman of the Board, founder, chief executive officer (‘‘CEO’’) of the Group and the executive Director. He is primarily responsible for our Group’s overall strategic planning, recipes use and control, distribution network expansion and overall business operations. He has over 20 years of experience in the condiment industry in the PRC and possesses unique information regarding the research, development and intellectual property related to our products, including the trade-secret recipes of fermentation starter and cooking wine spices.

Mr. Chen started his career in the condiment industry as early as 1990 and has accumulated extensive experience in the condiment industry since then, especially in production, research and development, and sales and marketing. Before founding our Group in 2005, he was the chairman and general manager of Zhejiang Zhong Wei Brewing Co., Ltd. (“Zhong Wei”) from 1995 to 2012. Mr. Chen completed a business administration advance class at Zhejiang University (浙江大學工商管理高級研修班) in 2008.

Mr. Chen has been a member of the China Condiment Industrial Association (中國調味 品協會) since 2008. He is also the chairman of the Huzhou Rice Wine Industrial Association (湖州黃酒協會) since 2012.

Save as disclosed above, Mr. Chen has not held other directorships in the last three years on public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Chen his initial current term of office is from 17 December 2013 to the date of holding the Company’s 2016 annual general meeting, unless terminated by either party giving to the other not less than 90 days’ prior notice in writing. Mr. Chen is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Chen does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was interested or deemed to be interested in 278,169,750 Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Chen is entitled to a fixed basic salary and an annual bonus. For the year ended 31 December 2014, Mr. Chen’s annual salary and other benefits amounted to RMB164,000 and bonus in a sum of RMB100,000 has been paid to him. The above emoluments of Mr. Chen have been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other Information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

2. Mr. Shen Zhenchang (沈振昌)

Position and experience

Mr. Shen Zhenchang (沈振昌), aged 68, is our independent non-executive Director. Mr. Shen has more than 40 years of experience in the cooking wine industry. From 1971 to 2006, Mr Shen worked with China Shaoxing Rice Wine Group (中國紹興黃酒集團有限公司) (previously known as Shaoxing City Rice Wine Corporation (紹興市釀酒總公司)). Before his retirement from the China Shaoxing Rice Wine Group in 2006, Mr. Shen was the director of its office of general affairs.

Mr. Shen is a member of the China Brewing Industry Association (rice wine branch) (中 國釀酒工業協會黃酒分會), where he has been the deputy council director and secretary general since 2000.

Additionally, Mr. Shen currently serves as a member of National Wine Brewing Standard Technology Committee (全國釀酒標準化技術委員會), a judge at the reviewing committee of China Alcoholic Drinks Association Science Technology Award (中國酒業協會科學技術獎), and the deputy director of the editorial board of China Rice Wine magazine 《( 中國黃酒》).

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

Save as disclosed above, Mr. Shen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Shen, his initial current term of office is from 17 December 2013 to the date of holding the Company’s 2016 annual general meeting, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. Mr. Shen is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Shen does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Shen was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Shen is entitled to a fixed basic salary and an annual bonus. For the year ended 31 December 2014, a sum of RMB80,000 has been paid to Mr. Shen. The above emoluments of Mr. Shen have been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other Information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Shen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Shen that need to be brought to the attention of the Shareholders.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

3. Mr. Ma Chaosong (馬朝松)

Position and experience

Mr. Ma Chaosong (馬朝松), aged 42, is our independent non-executive Director. Mr. Ma is a senior accountant (issued by the Beijing Senior Specialized Technique Qualification Evaluation Committee on 6 January 2006), certified public accountant (issued by the Chinese Institute of Certified Public Accountants on 28 September 1999), certified tax agent (issued by China Certified Tax Agents Association on 11 May 2012) and certified public valuer (issued by the Ministry of Finance of the PRC on 24 April 2012) in China. Since 2000 Mr. Ma has been the chairman of Beijing Xin Li Heng Tax Agency Co., Ltd. (北京信利恒稅務師事務所有 限責任公司). He has more than 10 years of experience in auditing, accounting and taxation. In May 2011, Mr. Ma was appointed as an independent director of China National Complete Plant Import & Export Corp. Ltd. (中成進出口股份有限公司) (SZSE: 000151). From 1997 to 1999, Mr. Ma was a project manager at Zhong Ce Accounting Firm (中測會計師事務所).

In 1997, Mr. Ma graduated from the Research Institute of Fiscal Science, Ministry of Finance of the PRC (財政部財政科學研究所), with a master’s degree in accounting. He graduated from Renmin University of China (中國人民大學) in 1994 with a bachelor’s degree in accounting.

Saved as disclosed above, Mr. Ma has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or oveseas.

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Ma, his initial current term of office is from 17 December 2013 to the date of holding the Company’s 2016 annual general meeting, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. Mr. Ma is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Ma does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ma was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2015 AGM

APPENDIX II

Director’s emoluments

Pursuant to the service contract, Mr. Ma is entitled to a fixed basic salary and an annual bonus. For the year ended 31 December 2014, a sum of RMB80,000 has been paid to Mr. Ma. The above emoluments of Ma have been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other Information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Ma to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Ma that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2015 AGM

==> picture [84 x 44] intentionally omitted <==

HONWORLD GROUP LIMITED 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2226)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘Meeting’’) of Honworld Group Limited (the ‘‘Company’’) will be held at 10:00 a.m. on 29 May 2015 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China for the purpose of considering the following ordinary business:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and auditors for the year ended 31 December 2014.

2. To declare a final dividend of RMB10 cents per share for the year ended 31 December 2014.

3. To re-appoint Ernst & Young as auditors of the Company and the board of Directors of the Company be authorized to fix their remuneration.

4. To re-elect Mr. Chen Weizhong as an executive Director of the Company.

5. To re-elect Mr. Shen Zhenchang as an independent non-executive Director of the Company.

6. To re-elect Mr. Ma Chaosong as an independent non-executive Director of the Company.

7. To authorize the board of directors of the Company to fix the respective Directors’ remuneration.

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the

• For identification purposes only

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NOTICE OF THE 2015 AGM

Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company (the ‘‘Shares’’)) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attached to any convertible securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of any options granted under the share option scheme(s) adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for Shares in the Company; or

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the ‘‘Articles’’) from time to time,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF THE 2015 AGM

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s Articles to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).’’; and

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this resolution below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby, generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

• (c) the aggregate nominal amount of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

• ‘‘Relevant Period’’ means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF THE 2015 AGM

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s Articles to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the ordinary resolutions 8 and 9 as set out in this notice convening the Meeting (the ‘‘Notice’’), the general mandate granted to the directors of the Company pursuant to ordinary resolution 8 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution 9 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.’’

By Order of the Board Honworld Group Limited CHEN Weizhong Chairman

Hong Kong, 27 April 2015

As at the date of this notice, the executive Directors are Chen Weizhong, Sheng Mingjian and Wang Chao; and the non-executive Director is Zhang Bihong; and the independent non-executive Directors are Shen Zhenchang, Lei Jiasu and Ma Chaosong.

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

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

3. In order to be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Investor Services Hong Kong Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

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NOTICE OF THE 2015 AGM

1. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned Meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

2. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the 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 in respect of the joint holding.

3. For the purpose of determining shareholders’ entitlements to attend and vote at the Meeting, the register of members of the Company will be closed from 27 May 2015 to 29 May 2015 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Investor Services Hong Kong Limited at Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m., on 26 May 2015.

4. For the purpose of determining the entitlements to the proposed final dividend (subject to the passing of the ordinary resolution 2 set out in this notice), the register of members of the Company will be closed from 10 June 2015 to 12 June 2015 (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to the proposed final dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Investor Services Hong Kong Limited at Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m., on 9 June 2015.

5. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution 9 as set out in this notice is set out in Appendix I to the circular of the Company dated 27 April 2015 to its shareholders.

6. Details of the retiring directors proposed to be re-elected as Directors at the Meeting are set out in Appendix II to the circular of the Company dated 27 April 2015 to its shareholders.

7. A form of proxy for use at the Meeting is enclosed.

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