Esprit Holdings Limited — Proxy Solicitation & Information Statement 2018

Jan 22, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other appropriate independent professional advisers.

If you have sold or otherwise transferred all your shares in The Grande Holdings Limited, you should at once hand this circular together with the accompanying form of proxy 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 transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of The Grande Holdings Limited (the “ SGM ”) to be held on Friday, 9 February 2018 at 4:00 p.m. at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the accompanying form of proxy to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

23 January 2018

* For identification purposes only

DEFINITIONS

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

“Board” the board of Directors

“Bye-laws” the bye-laws of the Company, as amended from time to time

“Change of Company Name” the proposed change of the English name of the Company from “The Grande Holdings Limited” to “Nimble Holdings Company Limited” and the adoption of the Chinese name of “敏捷控股有限公司” as its secondary name in place of the existing Chinese name “嘉域集團有 限公司” which has been used for identification purposes only “Company” The Grande Holdings Limited (嘉域集團有限公司*), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and whose Shares are listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries from time to time “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“PRC” the People’s Republic of China “SGM” the special general meeting of the Company to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 9 February 2018 at 4:00 p.m. for the purposes of considering and, if thought fit, approving the Change of Company Name

• For identification purposes only

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DEFINITIONS

“Share(s)” ordinary share(s) with par value of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) for the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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LETTER FROM THE BOARD

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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

Executive Directors:

Mr. Tan Bingzhao (Chairman) Mr. Deng Xiangping Mr. Hon Yung Kwong

Registered Office: Wessex House, 5th Floor, 45 Reid Street, Hamilton HM 12, Bermuda

Independent Non-executive Directors:

Dr. Lin Jinying Dr. Lu Zhenghua Dr. Ye Hengqing

Principal place of business in Hong Kong: 11/F., The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong

23 January 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the proposed Change of Company Name; and (ii) the notice of the SGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “The Grande Holdings Limited” to “Nimble Holdings Company Limited” and to adopt the Chinese name of “敏捷控股有限公司” as the secondary name of the Company in place of the existing Chinese name “嘉域集團有限公司” which has been used for identification purposes only.

• For identification purposes only

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LETTER FROM THE BOARD

Reasons for the Change of Company Name

The Board considers that the proposed Change of Company Name will provide the Company with a fresh new corporate image and identity which will be in the interests of the Company and its future development.

Conditions for the Change of Company Name

The Change of Company Name is subject to (i) the passing of a special resolution by the Shareholders at the SGM to approve the proposed Change of Company Name; and (ii) the Registrar of Companies in Bermuda granting approval for the proposed Change of Company Name.

Once the special resolution approving the proposed Change of Company Name has been passed, the Company will file a certified copy of the said resolution with the Registrar of Companies in Bermuda. The proposed Change of Company Name will take effect from the date of entry of the new English name and the secondary name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in Bermuda. Upon the Change of Company Name becoming effective and upon receipt by the Company of the Certificate of Incorporation on Change of Name and the Certificate of Secondary Name, the Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622, Laws of Hong Kong).

Effects of the Change of Company Name

The Change of Company Name will not in any way affect any of the rights of Shareholders and all the share certificates of the Company in issue bearing the present name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and registration purposes.

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Should the Change of Company Name become effective, all new share certificates of the Company will be issued in the new name of the Company thereafter and the English and Chinese stock short names of the Company will also be changed.

The Company will make further announcements on the Change of Company Name, the change in the stock short names once the proposed Change of Company Name becomes effective.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

Notice of the SGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 9 February 2018 at 4:00 p.m. is set out on pages 6 to 7 of this circular. At the SGM, a special resolution will be proposed to the Shareholders to approve the Change of Company Name. A proxy form for use at the SGM is enclosed herein. Whether or not you are able to attend the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, 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 SGM or any adjournment thereof. Completion and return the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the proxy will be deemed to be revoked.

In order to be entitled to attend and vote at the SGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 5 February 2018 which is the last registration date and also the record date for the SGM.

LISTING RULES REQUIREMENTS

According to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

After the SGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

RECOMMENDATION

The Board considers that the proposed Change of Company Name is in the interests of the Company and its Shareholders as a whole and therefore recommends that the Shareholders vote in favor of the relevant resolutions to be proposed at the SGM.

GENERAL

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board The Grande Holdings Limited Tan Bingzhao

Chairman and executive Director

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NOTICE OF SPECIAL GENERAL MEETING

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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of The Grande Holdings Limited (the “ Company ”) will be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 9 February 2018 at 4:00 p.m. for the purposes of considering and, if thought fit, passing the following resolution of the Company as a special resolution:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from “The Grande Holdings Limited” to “Nimble Holdings Company Limited” and “敏捷控股有限公司” be adopted as the Company’s secondary name in place of the existing Chinese name “嘉 域集團有限公司” which has been used for identification purposes only and that any Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts, deeds and things and to sign, seal and execute and deliver all such documents as he may, in his absolute discretion, deem fit in order to effect and implement such change of name, and that any matters that have been done on or before the passing of this resolution in connection with the change of name be and are hereby ratified, confirmed and approved.”

By order of the Board The Grande Holdings Limited Tan Bingzhao

Chairman and executive Director

Hong Kong, 23 January 2018

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

Registered Office:

Wessex House, 5th Floor, 45 Reid Street, Hamilton HM 12,

Bermuda

Principal place of business in Hong Kong:

11/F., The Grande Building,

398 Kwun Tong Road,

Kowloon,

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Any member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the SGM. A proxy need not be a member of the Company.

2. 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 lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

3. 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 were solely entitled thereto, but if more than one of such joint holders be present at the SGM 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.

4. In order to be entitled to attend and vote at the SGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 5 February 2018 which is the last registration date and also the record date for the SGM.

5. A form of proxy for the SGM is enclosed with this circular.

6. Voting on the resolution at the SGM will be conducted by way of poll.

7. References to time and dates in this notice are to Hong Kong time and dates.

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