Leadway Technology Investment Group Limited — Proxy Solicitation & Information Statement 2017

Jun 6, 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Advanced Card Systems Holdings Limited , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Advanced Card Systems Holdings Limited 龍傑智能卡控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2086)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Advanced Card Systems Holdings Limited to be held at Taishan Room, Level 5, Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 6 July 2017 at 3:00 p.m. is set out on pages 5 to 6 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting at the meeting, or any adjourned meeting, should they so wish.

6 June 2017

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “Board” the board of Directors

• “Change of Company Name”

The change of English name of the Company from “Advanced Card Systems Holdings Limited” to “HNA Technology Investments Holdings Limited” and the adoption of the dual foreign name in Chinese of the Company “海航科技投資控股有限公司” to replace its existing Chinese name “龍傑智能卡控股有限公司” which had been used for identification purpose only

• “Company”

• Advanced Card Systems Holdings Limited, an exempted company incorporated in the Cayman Islands on 13 April 2000 with limited liability under the Companies Law (Revised) of the Cayman Islands, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 6 July 2017 at 3:00 p.m.

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)”

• ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” registered holder(s) of Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “HK$”

• Hong Kong dollars, the lawfully currency of Hong Kong

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LETTER FROM THE BOARD

Advanced Card Systems Holdings Limited 龍傑智能卡控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2086)

Executive Directors: Mr. Peng Fang (Chairman) Mr. Cui Yijun Mr. Wang Hao Mr. Wong Chi Ho (Co-Chief Executive Officer)

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Independent Non-executive Directors:

Ms. Kaung Cheng Xi Dawn Mr. Yim Kai Pung

Head Office and Principal Place of Business: Units 2010–2013, 20th Floor Chevalier Commercial Centre 8 Wang Hoi Road Kowloon Bay Hong Kong

6 June 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 31 May 2017 in relation to the proposed Change of Company Name. The purpose of this circular is to provide you with information regarding the special resolution to consider and approve the Change of Company Name; and to give you a notice of EGM, which is set out on pages 5 and 6 of this circular.

• For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Advanced Card Systems Holdings Limited” to “HNA Technology Investments Holdings Limited” and to adopt the dual foreign name in Chinese of the Company “海航科技投資控股有限公司” to replace its existing Chinese name “龍傑智能卡控股有限公司” which had been used for identification purpose only.

Conditions for the Change of Company Name

The Change of Company Name will be subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

2. the Registrar of Companies of the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the above conditions, the Change of Company Name will take effect from the date of the special resolution of the Shareholders approving the Change of Company Name. The Company will then carry out all necessary registration and/or filing procedures with the Registrar of Companies of the Cayman Islands and the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

The Board considers that the proposed Change of Company Name will better reflect the recent change of control of the Company. The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and its Shareholders as a whole.

Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company. All existing certificates of securities in issue bearing the existing name of the Company shall, upon the Change of Company Name becoming effective, continue to be evidence of title to such securities and in particular, the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates of securities bearing the new name of the Company. Following completion of all necessary registration and/or filing procedures with the Companies Registry in Hong Kong, all new certificates of securities will be issued in the new name of the Company.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becomes effective.

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LETTER FROM THE BOARD

The Company will make further announcement(s) as and when appropriate on the result of the EGM, the effective date(s) of the Change of Company Name and the new English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange.

EXTRAORDINARY GENERAL MEETING

The EGM will be held at Taishan Room, Level 5, Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 6 July 2017 at 3:00 p.m. and the notice of EGM is set out on pages 5 to 6 of this circular. At the EGM, a special resolution will be proposed to approve the Change of Company Name. A form of proxy for use at the EGM is enclosed with this circular.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

ACTION TO BE TAKEN

A proxy form for use at the EGM is enclosed herein. Whether or not you intend to attend the EGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the EGM, or any adjourned meeting, should they so wish.

RECOMMENDATION

The Directors consider that the proposed Change of Company Name as set out in this circular are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

By order of the Board Advanced Card Systems Holdings Limited Peng Fang Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Advanced Card Systems Holdings Limited 龍傑智能卡控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2086)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Advanced Card Systems Holdings Limited (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 6 July 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands, the English name of the Company be changed from “Advanced Card Systems Holdings Limited” to “HNA Technology Investments Holdings Limited” and the dual foreign name in Chinese of the Company “海航科技投資控股有限公司” be adopted to replace its existing Chinese name “龍傑智能卡控股有限公司” which had been used for identification purpose only, and the directors of the Company be and are hereby authorized to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board Advanced Card Systems Holdings Limited Peng Fang Chairman

Hong Kong, 6 June 2017

Principal place of business in Hong Kong: Units 2010–2013, 20th Floor Chevalier Commercial Centre 8 Wang Hoi Road Kowloon Bay Hong Kong

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

• For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members will be closed from Friday, 30 June 2017 to Thursday, 6 July 2017, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attendance of the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 29 June 2017.

2. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company.

3. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or the adjourned meeting (as the case may be).

4. Completion and return of the proxy form will not preclude shareholders of the Company from attending and voting in person at the EGM, or any adjourned meeting, should they so wish.

5. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), all votes of shareholders at the EGM will be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the matter prescribed under Rule 13.39(5) of the Listing Rules.

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