Art Group Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 16, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Art Textile Technology International Company Limited (the “ Company ”), you should at once hand this circular and the accompanying proxy form to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

ART TEXTILE TECHNOLOGY INTERNATIONAL COMPANY LIMITED 錦藝紡織科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 565)

PROPOSED CHANGE OF COMPANY NAMES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice dated 17 August 2016 convening an extraordinary general meeting of the Company to be held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Monday, 12 September 2016 at 12:10 p.m. is set out on pages 6 to 7 of this circular. A form of proxy for use at the meeting is enclosed with this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof) to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

17 August 2016

TABLE OF CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“Board”

the board of Directors;

“Change of Company Names”

the proposed change of the English name of the Company from “Art Textile Technology International Company Limited” to “Art Group Holdings Limited” and the proposed change of the dual foreign name in Chinese of the Company from “錦藝紡織科技國際有限公司” to “錦藝集 團控股有限公司”;

“Company”

Art Textile Technology International Company Limited 錦 藝紡織科技國際有限公司, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange;

“Director(s)”

the director(s) of the Company;

“EGM”

the extraordinary general meeting of the Company convened and to be held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Monday, 12 September 2016 at 12:10 p.m. for the Shareholders to consider and, if thought fit, approve, among other matters, the Change of Company Names;

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

• “Listing Rules”

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

• “Share(s)”

ordinary share(s) of HK$0.01 each in the issued share capital of the Company;

• “Shareholder(s)”

the holder(s) of the Shares;

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited; and

• “HK$”

Hong Kong dollar(s), the lawful currency for the time being of Hong Kong.

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LETTER FROM THE BOARD

ART TEXTILE TECHNOLOGY INTERNATIONAL COMPANY LIMITED 錦藝紡織科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 565)

Executive directors: Mr. Chen Jinyan (Chairman) Mr. Chen Dong Mr. Chen Jinqing

Independent non-executive directors: Mr. Kwan Chi Fai Mr. Yang Zeqiang Mr. Lin Ye

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

Principal place of business in Hong Kong: Unit 1407, 14th Floor, China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

17 August 2016

To Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAMES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 15 August 2016 in respect of the Change of Company Names. The Company will propose at the EGM to, inter alia, change the names of the Company. The purpose of this circular is to provide you with further information on the resolution(s) to be proposed at the EGM and to give notice of the EGM at which the resolutions(s) will be proposed to consider and, if thought fit, approve such matters.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAMES

The Board proposes to change the English name of the Company from “Art Textile Technology International Company Limited” to “Art Group Holdings Limited” and to change the dual foreign name in Chinese of the Company from “錦藝紡織科技國際有限公司” to “錦藝集團 控股有限公司”.

CONDITIONS FOR THE CHANGE OF COMPANY NAMES

The Change of Company Names is subject to the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Names; and

2. the issuance of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

Subject to the satisfaction of the conditions set out above, the Change of Company Names will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

REASONS FOR THE CHANGE OF COMPANY NAMES

The Board considers that the Change of Company Names will better reflect the Company’s strategic business plan and its direction of future development. The Board believes that the proposed new names 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 Shareholders as a whole.

EFFECTS OF THE CHANGE OF COMPANY NAMES

The Change of Company Names will not affect any of the rights of the existing Shareholders or the Company’s daily business operations or its financial position. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Change of Company Names becoming effective, continue to be good evidence of legal title to such Shares and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new names of the Company. Upon the Change of Company Names becoming effective, all new share certificates will only be issued in the new names of the Company.

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LETTER FROM THE BOARD

In addition, subject to the confirmation by 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 Names becoming effective. Further announcement(s) will be made by the Company in relation to the effective date of the change of the English and Chinese stock short names.

EGM

A notice convening the EGM to be held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Monday, 12 September 2016 at 12:10 p.m. is set forth on pages 6 to 7 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the EGM (or any adjournment thereof) to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

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 general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, the resolution as put to vote at the EGM will be taken by way of poll.

RECOMMENDATIONS

The Board considers that the Change of Company Names is in the best interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution(s) to approve the Change of Company Names to be proposed at the EGM.

Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the results of the EGM, the effective date of the Change of Company Names and the new stock short names of the Company for trading of the Shares on the Stock Exchange as and when appropriate.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

By order of the Board

Art Textile Technology International Company Limited

Chen Jinyan

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ART TEXTILE TECHNOLOGY INTERNATIONAL COMPANY LIMITED 錦藝紡織科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 565)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Art Textile Technology International Company Limited (the “ Company ”) will be held at Jade Room, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Kowloon, Hong Kong on Monday, 12 September 2016 at 12:10 p.m. to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT the English name of the Company be changed from “Art Textile Technology International Company Limited” to “Art Group Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “錦藝紡織科技國際有限公司” to “錦藝集團控股有限公 司” with effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company or a committee thereof be and are hereby authorised to do all such acts, deeds and things and execute all documents as he/she/they consider necessary or expedient to give effect to the proposed change of Company names and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board

Art Textile Technology International Company Limited Chen Jinyan

Chairman

Hong Kong, 17 August 2016

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and principal place Cricket Square of business: Hutchins Drive Unit 1407, 14th Floor P.O. Box 2681 China Merchants Tower Grand Cayman KY1 – 1111 Shun Tak Centre Cayman Islands 168-200 Connaught Road Central Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he is holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

4. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy previously submitted shall be deemed to be revoked.

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