Artini Holdings Limited — Proxy Solicitation & Information Statement 2017

Feb 9, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Artini China Co. Ltd., you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer 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.

ARTINI CHINA CO. LTD. 雅 天 妮 中國有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 789)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of Artini China Co. Ltd. to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong on 10 March 2017 (Friday) at 3:00 p.m. is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Union Registrars Limited, located at Suite 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

10 February 2017

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

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DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions have the meanings as set out below:-

• “Acquisition”

• the acquisition by the Group of Primeview Technology Limited, a company principally engaged in developing and selling of software-related applications which completed in October 2016, details of which are set out in the Company’s announcements dated 13 April 2016, 4 May 2016, 25 May 2016, 15 June 2016, 30 June 2016, 17 August 2016, 7 September 2016, 29 September 2016 and 31 October 2016, and its circular dated 17 August 2016

• “Board”

the board of Directors

• “Company”

• Artini China Co. Ltd., a company incorporated in the Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange

• “Director(s)”

• Director(s) of the Company

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• 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

• “PRC”

• The People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purposes of this circular

• “Proposed Name Change”

• The proposed change to the English name of the Company from “Artini China Co. Ltd.” to “Primeview Holdings Limited” and to adopt a new Chinese name of “領視控股有限公司”

• “SGM”

The special general meeting of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong on 10 March 2017 (Friday) at 3:00 p.m. for the Shareholders to consider and, if thought fit, approve the Proposed Name Change, notice of which is set out on pages 6 to 7 of this circular

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DEFINITIONS

“Shareholder(s)” Holder(s) of the issued Share(s) “Share(s)” Ordinary share(s) of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

ARTINI CHINA CO. LTD. 雅 天 妮 中國有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

Executive Directors: Mr. Tse Hoi Chau (Chairman) Mr. Lin Shao Hua Mr. Leung Yiu Cho Ms. Yu Zhonglian

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors: Mr. Lau Fai Lawrence Mr. Lau Yiu Kit Mr. Zeng Zhaohui

Principal place of business in Hong Kong: Unit D, 16/F, Eton Building 288 Des Voeux Road Central Sheung Wan Hong Kong 10 February 2017

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 26 January 2017 in respect of, among other things, the Proposed Name Change. The purpose of this circular is to provide you with details regarding the Proposed Name Change and to give you notice of the SGM, which is set out on pages 6 to 7 of this circular.

PROPOSED NAME CHANGE

The Company completed the Acquisition on 31 October 2016. As disclosed in the Company’s circular dated 17 August 2016, the Company undertook the Acquisition with the intention to improving the Group’s sales via the e-commerce sector. Given the Group’s intentions to further develop its e-commerce business, the board proposes to change the English name of the Company from “Artini China Co. Ltd.” to “Primeview Holdings Limited” and to adopt a new Chinese name of “領視控股有限公司”.

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LETTER FROM THE BOARD

CONDITIONS

The Proposed Name Change will be subject to the following conditions:

• (i) The passing of a special resolution by the shareholders of the Company at the SGM to approve the Proposed Name Change; and

• (ii) The approval for the Proposed Name Change having been granted by of the Registrar of Companies in Bermuda.

The relevant filings with the Registrar of Companies in Bermuda will be made after passing of the special resolution at the SGM.

Subject to satisfaction of the conditions set out above, the effective date of the Proposed Name Change will be the date on which the Registrar of Companies in Bermuda enters the Company’s new English name and new secondary name on the register maintained by the Registrar of Companies in Bermuda.

Upon the Proposed Name Change becoming effective, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong and the Shares will be traded on the Stock Exchange under the new name.

EFFECTS OF THE PROPOSED NAME CHANGE

The Proposed Name Change will not affect any rights of the Shareholders or the Company’s daily business operations and its financial position. The existing Share certificates in issue bearing the present name of the Company will, after the Proposed Name Change becoming effective, continue to be evidence of legal title and the existing Share certificates will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing Share certificates for new certificates bearing the new name of the Company.

Upon the Proposed Name Change becoming effective and from then on, new certificates in respect of the Shares will be issued under the new name of the Company and, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company will also be changed. Further announcement(s) will be made by the Company regarding the effective date of the Proposed Name Change, the change of the stock short names for trading of the Shares on the Stock Exchange and the change in the business logo of the Company.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

A notice convening the SGM is set out on pages 6 to 7 of this circular for the purpose of considering, and if thought fit, passing the resolutions set out therein.

You will find an enclosed form of proxy for use at the SGM. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Union Registrars Limited, located at Suite 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than forty-eight (48) hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

VOTING BY WAY OF POLL

According 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, 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. Therefore, all the resolutions put to the vote at the SGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. To the best of Directors’ knowledge, no Shareholder is required to abstain from voting on any resolution to be proposed at the SGM.

RECOMMENDATION

The Directors are of the view that the Proposed Name Change is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the special resolution to be proposed at the SGM to approve the Proposed Name Change.

By Order of the Board Mr. Tse Hoi Chau Chairman

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NOTICE OF SPECIAL GENERAL MEETING

ARTINI CHINA CO. LTD. 雅 天 妮 中國有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of Artini China Co. Ltd. (the “Company”) will be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong on 10 March 2017 (Friday) at 3:00 p.m. for the proposing and, if thought fit, passing, with or without amendments, the following special resolution:

SPECIAL RESOLUTION

“ THAT :

• (i) subject to and conditional upon the necessary approval of the Registrar of Companies in Bermuda being obtained, the English Name of the Company be changed from “Artini China Co. Ltd.” to “Primeview Holdings Limited” and the Chinese name of “領視控股有限公司” be adopted as the secondary Chinese name of the Company to replace “雅天妮中國有限公司” with effect from the date of entry of the new English name and the secondary name of the Company on the register maintained by the Registrar of Companies in Bermuda, and that the directors of the Company be and are hereby authorized to do all such acts and things and execute such further documents and take all steps which, in their opinion may be necessary, desirable or expedient to implement and give effect to the aforesaid change of the Company’s name and to attend to any necessary registration and/or filing for and on behalf of the Company; and

• (ii) any one of the directors of the Company or the company secretary of the Company be and is hereby authorized to do all such acts and things and execute all documents that he/she considers necessary or expedient to give effect to the change of the Company name and secondary name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board Tse Hoi Chau Chairman

Hong Kong, 10 February 2017

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NOTICE OF SPECIAL GENERAL MEETING

Executive Directors

Mr. Tse Hoi Chau (Chairman & Chief Executive)

Mr. Lin Shao Hua

Mr. Leung Yiu Cho

Ms. Yu Zhonglian

Independent non-executive Directors

Mr. Lau Fai Lawrence

Mr. Lau Yiu Kit

Mr. Zeng Zhaohui

Notes:

1. A form of proxy for the meeting is enclosed.

2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy representing either a member who is an individual or a member who is a corporation shall be entitled to exercise the same powers on behalf of the member which he/she/it represents as such member could exercise.

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 seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

4. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company’s branch share registrar in Hong Kong, Union Registrars Limited, located at Suite 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Where there are joint holders of any share, any one of such joint holder may vote either in person or by proxy in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders be present at any 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 in respect of the joint holding.

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