Honworld Group Limited — AGM Information 2017

Apr 26, 2017

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 GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES OF THE COMPANY, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY, PROPOSED FINAL DIVIDEND

AND NOTICE OF THE 2017 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 31 May 2017 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China is set out on pages 15 to 19 of this circular. A form of proxy for use at the 2017 AGM 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 2017 AGM, 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 2017 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2017 AGM or any adjourned meeting thereof if they so wish.

• For identification purposes only

27 April 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Grant of the Issuance Mandate and Repurchase Mandate . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	2017 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	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 2017 AGM. . . . . . . . . . . . . . . . . . . . . . . .	11
**Notice of **	the 2017 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “2017 AGM”

an annual general meeting of the Company to be held at 10:00 a.m. on 31 May 2017 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 15 to 19 of this circular, or any adjournment thereof

• “AGM Notice”

• the notice convening the 2017 AGM set out on pages 15 to 19 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

• “Extension Mandate”

• as defined in paragraph 2(c) of the section headed “Letter from the Board” of this circular

• “Group”

• the Company and its subsidiaries from time to time

• “HK$”

Hong Kong Dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issuance Mandate”

• as defined in paragraph 2(a) of the section headed “Letter from the Board” of this circular

• “Latest Practicable Date”

• 18 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –

DEFINITIONS

“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 “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.

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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. SUN Qingdong

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 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES OF THE COMPANY, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY, PROPOSED FINAL DIVIDEND AND NOTICE OF THE 2017 AGM

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of certain resolutions to be proposed at the 2017 AGM for (i) the grant of the Issuance Mandate to the Directors; (ii) the grant of Repurchase Mandate to the Directors; (iii) the grant of

• For identification purposes only

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LETTER FROM THE BOARD

Extension Mandate to the Directors; (iv) the re-election of the retiring Directors; and (v) approving the payment of final dividend for the year ended 31 December 2016.

2. PROPOSED GRANT OF THE ISSUANCE MANDATE AND REPURCHASE MANDATE

The Directors’ existing mandates to exercise all the powers of the Company to issue and repurchase Shares were approved by its shareholders pursuant to ordinary resolutions duly passed at the last annual general meeting held on 31 May 2016 and will lapse at the conclusion of the 2017 AGM. Up to the Latest Practicable Date, 60,000,000 Shares were issued on 23 June 2016 pursuant to the existing mandate.

Ordinary resolutions will be proposed at the 2017 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 Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution at the 2017 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, not exceeding 10% of the total number of issued Shares as at the date of passing such resolution at the 2017 AGM (the “ Repurchase Mandate ”); and

• (c) to extend the Issuance Mandate by an amount representing the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the “ Extension Mandate ”).

Each of the Issuance Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the 2017 AGM; or (b) the day by 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.

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.

The Directors have no present immediate plan to exercise the Issuance Mandate or the Repurchase Mandate (if granted to the Directors at the 2017 AGM).

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy on Board shall hold office until the first general meeting after his appointment and subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Pursuant to Article 84 of the Articles, at least one-third of Directors for the time being shall retire from office by rotation at the 2017 AGM. As such, Mr. Sun Qingdong, Mr. Lei Jiasu and Mr. Shen Zhenchang shall retire at the 2017 AGM and, being eligible, offer themselves for re-election at the 2017 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 2017 AGM are set out in Appendix II to this circular.

4. PROPOSED FINAL DIVIDEND

As stated in the announcement issued by the Company dated 30 March 2017 relating to the annual results of the Group for the year ended 31 December 2016, the Board recommended that subject to Shareholders’ approval in the 2017 AGM, the Company proposed to declare and distribute a final dividend of RMB7.2 cents per Share for the year ended 31 December 2016, which, if approved, is expected to be paid on or about 4 July 2017, to the Shareholders whose names appear on the register of members of the Company on 15 June 2017.

5. 2017 AGM AND PROXY ARRANGEMENT

A notice convening the 2017 AGM to be held at 10:00 a.m. on 31 May 2017 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China is set out on pages 15 to 19 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 2017 AGM. An announcement on the poll vote results will be published by the Company after the 2017 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 2017 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 2017 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 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,

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LETTER FROM THE BOARD

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 2017 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 2017 AGM, your proxy form shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the grant of the Issuance Mandate, the Repurchase Mandate, the Extension 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 the Shareholders to vote in favor of the relevant resolutions to be proposed at the 2017 AGM as set out in the AGM Notice.

Your attention is drawn to the additional information set out in the appendices to this circular.

7. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining shareholders’ entitlements to attend and vote at the 2017 AGM, the transfer books and the register of members of the Company will be closed from 24 May 2017 to 31 May 2017 (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 2017 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 23 May 2017.

For the purpose of determining the entitlements to the proposed final dividend to be approved at the 2017 AGM for the year ended 31 December 2016, the transfer books and the register of members of the Company will be closed from 12 June 2017 to 15 June 2017 (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 2017 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 2017. It is expected that, if approved, the proposed final dividend will be paid on or about 4 July 2017 to the Shareholders whose names are listed on the register of members of the Company on 15 June 2017.

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 2017 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 578,750,000 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the AGM Notice in respect of the granting of the Repurchase Mandate and on the basis that the issued shares as at the Latest Practicable Date of the Company remains unchanged up to the date of the 2017 AGM, i.e. being 578,750,000 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 57,875,000 Shares, being 10% of the issued Shares of the Company as at the date of 2017 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 Companies 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 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.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As compared with the financial position of the Company as at 31 December 2016 (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/or 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 and Rule 32 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 48.06% 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 48.06% to approximately 53.40%. Such increase will give rise to an obligation to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code. 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 and Rule 32 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.

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.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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 CLOSE ASSOCIATES AND CORE 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 close 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 core 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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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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$
2016
April	5.40	4.95
May	5.08	4.26
June	5.25	4.53
July	5.16	4.87
August	5.02	4.27
September	4.91	4.29
October	4.80	4.20
November	4.69	4.21
December	4.64	4.16
2017
January	5.05	4.67
February	4.94	4.60
March	4.71	4.24
April (up to the Latest Practicable Date)	4.64	4.18

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2017 AGM

APPENDIX II

The biographical details of the Directors proposed to be retired at the conclusion of the 2017 AGM and be proposed to be re-elected at the 2017 AGM are set out as follows:

1. Mr. SUN Qingdong (孫卿東)

Position and experience

Mr. Sun Qingdong, aged 31, was appointed as a non-executive Director on 23 June 2016. Mr. Sun is also a vice president of Lunar Capital since May 2015. Lunar Capital is a leading private equity fund focused on investing in China related consumer businesses. Mr. Sun focuses on consumer and retail industry related investment. Prior to joining Lunar Capital, from July 2010 to March 2015, Mr. Sun worked in the China team of UBS Securities Co. Limited as associate director and executed multiple types of capital market deals domestically and overseas. Mr. Sun received a bachelor of mathematics and a master of economics and finance in June 2007 and March 2010 respectively from Shanghai Jiao Tong University.

Save as disclosed above, Mr. Sun 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. Zhang, his initial current term of office is from 23 June 2016 and for a term of 2 years, unless terminated by either party giving to the other not less than 3 months’ prior notice in writing. Mr. Sun 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 and saved as disclosed above, Mr. Sun 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. Sun 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 2017 AGM

APPENDIX II

Director’s emoluments

Pursuant to the letter of appointment, Mr. Sun is entitled to a fixed director’s fee. For the year ended 31 December 2016, a sum of RMB50,000 has been paid to Mr. Sun. His remuneration is 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. Sun 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. Sun that need to be brought to the attention of the Shareholders.

2. Mr. LEI Jiasu (雷家驌)

Position and experience

Mr. Lei Jiasu, aged 61, is our independent non-executive Director since 17 December 2013. Currently, Mr. Lei is the director of the Research Centre of Chinese Enterprise Growth and Economic Security in Beijing Tsinghua University (清華大學中國 企業成長與經濟安全研究中心). Since 1996, he has been a lecturer in the School of Economics and Management of Beijing Tsinghua University (清華大學經濟管理學院). Between 1994 and 1996, he worked as a post-doctoral researcher in Beijing Tsinghua University. From 1983 to 1989, Mr. Lei taught as a lecturer in Xi’an Electronic and Technology University (西安電子科技大學). In 2001, Mr. Lei was awarded the title of professor by Beijing Tsinghua University. He graduated as a doctoral research fellow from the School of Economics and Management of Beijing Tsinghua University (清華大 學經濟管理學院) in 1993.

Mr. Lei 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. Lei, his term of office is from 17 December 2013 and may be terminated by either party giving to the other not less than 3 months’ prior notice in writing. Mr. Lei 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. Lei 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 2017 AGM

APPENDIX II

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lei 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. Lei is entitled to a fixed director’s fee. For the year ended 31 December 2016, a sum of RMB80,000 has been paid to Mr. Lei. The above emoluments of Mr. Lei 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. Lei 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. Lei that need to be brought to the attention of the Shareholders.

3. Mr. Shen Zhenchang (沈振昌)

Position and experience

Mr. Shen Zhenchang, aged 70, is our independent non-executive Director since 17 December 2013. 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》).

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.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2017 AGM

APPENDIX II

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Shen, his term of office is from 17 December 2013 and may be 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 director’s fee. For the year ended 31 December 2016, 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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NOTICE OF THE 2017 AGM

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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)

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 31 May 2017 at Huzhou Dongwu New Century Grand Hotel, No. 555 Laodong Road, Wuxing Area, Huzhou, Zhejiang, China 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. 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 2016.

2. To declare a final dividend of RMB7.2 cents per share for the year ended 31 December 2016.

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. (a) To re-elect Mr. Sun Qingdong as a non-executive Director.

5. (b) To re-elect Mr. Lei Jiasu as an independent non-executive Director.

6. (c) To re-elect Mr. Shen Zhenchang as an independent non-executive Director.

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

8. “ THAT :

9. (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 Company and to make or grant offers, agreements and options

10. For identification purposes only

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NOTICE OF THE 2017 AGM

(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 total number of shares 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 total number of issued Shares 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;

• (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

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NOTICE OF THE 2017 AGM

• (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).”

1. “ THAT :

2. (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;

3. (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;

4. (c) the total number of shares to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and

5. (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;

• (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.”

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NOTICE OF THE 2017 AGM

1. “ THAT conditional upon the passing of the ordinary resolutions 6 and 7 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 6 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to ordinary resolution 7 as set out in this Notice, provided that such amount shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution.”

By Order of the Board Honworld Group Limited CHEN Weizhong Chairman

Hong Kong, 27 April 2017

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

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NOTICE OF THE 2017 AGM

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 Hong Kong Investor Services 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.

4. 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.

5. 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.

6. 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 24 May 2017 to 31 May 2017 (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 Hong Kong Investor Services 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 23 May 2017.

7. 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 12 June 2017 to 15 June 2017 (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 Hong Kong Investor Services 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 2017.

8. 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 7 as set out in this notice is set out in Appendix I to the circular of the Company dated 27 April 2017 to its shareholders.

9. 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 2017 to its shareholders.

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

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