EPS Creative Health Technology Group Limited — Proxy Solicitation & Information Statement 2021

May 31, 2021

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 Speed Apparel Holding Limited , 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.

SPEED APPAREL HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock code: 3860)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM (as defined herein) to be held at 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong at 11:00 a.m. on Friday, 2 July 2021 is set out on pages 8 to 10 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not Shareholders (as defined herein) are able to attend and vote at the EGM, they are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the office of Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, 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 the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EGM

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the EGM in person, and advises Shareholders to appoint the Chairman of the EGM as their proxy to vote on the relevant resolution at the EGM, by completing and returning the duly signed form of proxy in accordance with the instructions printed thereon. Shareholders and other persons attending the EGM should note that, the Company will implement precautionary measures at the EGM including, without limitation:

• mandatory body temperature screening; • mandatory health declaration; • mandatory wearing of surgical face masks; and

• NO refreshments, no food and beverage service, and no handing out of corporate gifts or gift coupons.

31 May 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	8

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PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement all necessary preventive measures at the EGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

• (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue or be required to leave the EGM venue.

• (ii) Attendees are required to prepare his/her own surgical face masks and wear the same inside the EGM venue at all times, and to maintain a safe distance between seats.

• (iii) No corporate gifts will be distributed and no refreshments and drinks will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the EGM as their proxy to vote on the relevant resolution at the EGM instead of attending the EGM in person.

The proxy form, which can also be downloaded from the Company’s website (https://www.speedapparel.com.hk), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

“Articles”	the articles of association of the Company, as amended from time
	to time
“Board”	the board of Directors
“Company”	Speed Apparel Holding Limited, a company incorporated in the
	Cayman Islands with limited liability and its Shares are listed on
	the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“EGM”	an extraordinary general meeting of the Company to be held on
	Friday, 2 July 2021 at 11:00 a.m. (or any adjournment thereof) for
	the purpose of considering, and if though fit, approving the
	Proposed Change of Company Name
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Joint Announcement”	the announcement dated 5 May 2021 jointly issued by the Offeror
	and the Company in relation to, among others, the Proposed
	Change of Company Name
“Latest Practicable Date”	26 May 2021, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	referred to in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Offeror”	EPS Holdings, Inc., a company incorporated in Japan with limited
	liability, the issued shares of which are listed on the Tokyo Stock
	Exchange
“PRC”	the People’s Republic of China, and for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the PRC and Taiwan Region

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DEFINITIONS

“Proposed Change of Company the proposed change of the English name of the Company from Name” “Speed Apparel Holding Limited” to “EPS Creative Health Technology Group Limited” and the dual foreign name of the Company from “尚捷集團控股有限公司” to “EPS 創健科技集團 有限公司” “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Shareholder(s)” holder(s) of (a) Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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LETTER FROM THE BOARD

SPEED APPAREL HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3860)

Executive Directors:

Mr. Chan Wing Kai (Chairman and Chief Executive Officer) Mr. Ng Ming Ho

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

Independent Non-executive Directors:

Ms. Chan Siu Lai Mr. Kwok Chi Shing Mr. Ma Kwok Fai, Edwin

Head office and principal place of business in Hong Kong: Flat A, 17/F., Gemstar Tower 23 Man Lok Street Hung Hom, Kowloon Hong Kong

31 May 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Joint Announcement in relation to, among other things, the Proposed Change of Company Name.

The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM for the Proposed Change of Company Name, and the notice of the EGM to be convened and held for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name.

A notice convening the EGM is set out on pages 8 to 10 in this circular.

• 4 -

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Speed Apparel Holding Limited” to “EPS Creative Health Technology Group Limited”, and to adopt the Chinese name of “EPS 創 健科技集團有限公司” as the dual foreign name of the Company in place of its existing Chinese name “尚 捷集團控股有限公司”.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

• (1) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (2) the Registrar of Companies in the Cayman Islands (the “ Registrar ”) granting approval for the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar. The Company will then carry out the necessary registration and/or filing procedures with the Registrar and the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

Immediately following completion of the sale and purchase agreement dated 26 April 2021 entered into between Speed Development Co. Ltd as vendor, the Offeror as purchaser and Mr. Chan Wing Kai, an executive Director and the chairman of the Board, as guarantor, in relation to the sale and purchase of 375,000,000 Shares, representing 75% of the issued share capital of the Company, as at the Latest Practicable Date, the Offeror had become the new controlling shareholder (with the meaning ascribed thereto under the Listing Rules) of the Company. For details, please refer to the Joint Announcement.

As disclosed in the Joint Announcement, the Offeror is planning to combine smart clothing with healthcare technologies to open up new business opportunities and considered that the integration of the Group’s expertise in the area of apparel product design and logistics with the Offeror’s expertise in application of healthcare technologies will be beneficial to foster the Offeror’s expansion into this new business area.

The Board considers that the Proposed Change of Company Name will better reflect the business strategy of the Company and its direction for future development. The Board believes that the new name can provide the Company with a new and 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 the Shareholders as a whole.

• 5 -

LETTER FROM THE BOARD

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position. All existing share certificates in issue bearing the Company’s existing name shall continue to be valid evidence of the title and valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. Once the Proposed Change of Company Name becomes effective, new share certificates will be issued under the new name of the Company.

Upon the Proposed Change of Company Name becoming effective, the Company intends to change the English and Chinese stock short names of the Company correspondingly. The Company will make further announcement(s) on the Proposed Change of Company Name as soon as practicable after the Proposed Change of Company Name has become effective and will announce the change of the English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange and the change of Company’s website following the Proposed Change of Company Name. The stock code of the Company will remain as “3860”.

EGM

A notice convening the EGM is set out on pages 8 to 10 of this circular. The EGM will be held at 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 2 July 2021 at 11:00 a.m., for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

PROXY ARRANGEMENT

A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange and the website of the Company. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll save that 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. On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• 6 -

LETTER FROM THE BOARD

The Proposed Change of Company Name is subject to the approval of a special resolution passed by the Shareholders. To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the Proposed Change of Company Name at the EGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 28 June 2021 to Friday, 2 July 2021 (both dates inclusive) during which period no transfer of Shares will be registered. In order to attend and vote at the EGM, all transfer of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 25 June 2021.

DIRECTORS’ RESPONSIBILITY

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 Company. 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.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

By order of the Board Speed Apparel Holding Limited Chan Wing Kai Chairman and executive Director

• 7 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPEED APPAREL HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3860)

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In light of the continuing risks posed by the COVID-19 pandemic, Speed Apparel Holding Limited (the “Company”) strongly encourages shareholders NOT to attend the extraordinary general meeting (the “EGM”) in person, and advises the shareholders to appoint the Chairman of the EGM as their proxy to vote on the relevant resolution at the EGM, by completing and returning the duly signed form of proxy in accordance with the instructions printed thereon. Shareholders and other persons attending the EGM should note that, the Company will implement precautionary measures at the EGM including, without limitation:

• mandatory body temperature screening;

• mandatory health declaration;

• mandatory wearing of surgical face masks; and

• NO refreshments, no food and beverage service, and no handing out of corporate gifts or gift coupons.

For the safety of the attendees at the EGM, the Company reserves the right to deny entry into or require any person to leave the EGM venue if such person:

• (i) refuses to comply with any of the above precautionary measures;

• (ii) is having a body temperature of over 37.4 degree Celsius; (iii) is subject to any Hong Kong Government prescribed quarantine or has close contact with any person under quarantine; or

• (iv) has any flu-like symptoms. The Company seeks the understanding and cooperation of all shareholders to minimise the risk of spreading COVID-19.

• 8 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Speed Apparel Holding Limited (the “ Company ”) will be held at 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 2 July 2021 at 11:00 a.m., for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit passing with or without modification, the following as a special resolution of the Company:

“ THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from “Speed Apparel Holding Limited” to “EPS Creative Health Technology Group Limited” and the dual foreign name of the Company from “尚捷集團控股有限公司” to “EPS 創健科技集團有限公司”, and that the directors of the Company be and are hereby authorised to do all such acts, and execute such deeds and things they may, in their absolute discretion, deem fit in order to effect such change of name.”

By order of the Board Speed Apparel Holding Limited Chan Wing Kai Chairman and executive Director

Hong Kong, 31 May 2021

As at the date of this notice, the executive Directors are Mr. Chan Wing Kai and Mr. Ng Ming Ho; and the independent non-executive Directors are Ms. Chan Siu Lai, Mr. Kwok Chi Shing and Mr. Ma Kwok Fai, Edwin.

Notes:

1. Any Shareholders entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy need not be a Shareholder but must be present in person at the EGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. On a poll, votes may be given either personally or by proxy.

2. A form of proxy for use at the EGM is enclosed. Whether or not Shareholders intend to attend the EGM in person, they are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof, should he/she/it so wishes.

3. In order to be valid, the form of proxy, together with a 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 Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

4. 9 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In the case of joint holders of Shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

2. For determining Shareholders’ entitlement to attend and vote at the EGM, the transfer books and the register of members of the Company will be closed from Monday, 28 June 2021 to Friday, 2 July 2021 (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 EGM, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 25 June 2021.

3. (a) Subject to (b) below, if a tropical cyclone warning signal No. 8 or above or “extreme conditions” caused by super typhoons is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 9:00 a.m. and 5:00 p.m. on the date of the EGM, the EGM will be postponed and Shareholders will be informed of the date, time and venue of the postponed EGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

4. (b) If a tropical cyclone warning signal No. 8 or above or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is lowered or cancelled 3 hours before the time appointed for holding the EGM and where conditions permit, the EGM will be held as scheduled.

5. (c) The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. After considering their own situations, Shareholders should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

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