Sino Splendid Holdings Limited — Proxy Solicitation & Information Statement 2016

Jan 12, 2016

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, 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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino Splendid Holdings Limited, you should at once hand this circular and the accompanied proxy form 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.

Sino Splendid Holdings Limited 中國華泰瑞銀控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8006)

PROPOSED CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 8/F, E168, 168188 Des Voeux Road Central, Sheung Wan, Hong Kong on 5 February 2016 at 11:00 a.m., is set out on pages 12 to 14 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the extraordinary general meeting 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

13 January 2016

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

“Board”

the board of Directors

• “business day”

has the meaning ascribed thereto under the GEM Listing Rules

• “Capital Reduction”

the proposed reduction of the par value of each issued Share from HK$0.01 to HK$0.0005 by canceling paid up capital to the extent of HK$0.0095 on each issued Share

• “Capital Reorganisation”

the proposed capital reorganisation of the Company’s share capital involving (i) the Capital Reduction; (ii) the Subdivision and (iii) the Share Consolidation

“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited “Company” Sino Splendid Holdings Limited 中國華泰瑞銀控股有限 公司, a company incorporated in the Cayman Islands with limited liability, the ordinary shares of which are listed on GEM “Consolidated Shares” new ordinary share(s) of HK$0.01 each in the share capital of the Company after the Capital Reorganisation becoming effective “Court”

the Grand Court of the Cayman Islands

“Directors”

the directors of the Company and each a “Director”

“EGM” “GEM”

the extraordinary general meeting of the Company to be held at 8/F, E168, 168-188 Des Voeux Road Central, Sheung Wan, Hong Kong on 5 February 2016 at 11:00 a.m.

The Growth Enterprise Market of the Stock Exchange

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DEFINITIONS

“GEM Listing Rules”

“Group”

“HK$”

• “HKSCC”

“Hong Kong”

“Latest Practicable Date”

“New Share(s)”

“Share(s)”

“Share Consolidation”

“Shareholders”

“Stock Exchange”

“Sub-division”

Rules Governing the Listing of Securities on The Growth Enterprise Market of the Stock Exchange

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

Hong Kong Securities Clearing Company Limited

the Hong Kong Special Administration Region of the People’s Republic of China

• 8 January 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

new ordinary share(s) of HK$0.0005 each in the capital of the Company after the Capital Reduction and Sub-division becoming effective but prior to the Share Consolidation becoming effective

share(s) of nominal value of HK$0.01 each in the share capital of the Company

the proposed consolidation of every 20 issued and unissued New Shares into one Consolidated Share in the issued and unissued share capital of the Company

registered holders of the Shares and/or Consolidated Shares

The Stock Exchange of Hong Kong Limited

the proposed sub-division of each authorized but unissued Share into 20 New Shares of HK$0.0005 each

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EXPECTED TIMETABLE

Set out below is the expected timetable for the implementation of the Capital Reorganisation:

Latest time for lodging proxy form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 3 February 2016 Date of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 5 February 2016 Announcement on results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 February 2016

The following events are conditional on the results of the EGM and the approval of the Court to the Capital Reduction. It may take approximately 2 to 3 months for the Company to obtain hearing dates before the Court which will be subject to the availability of the Court over which the Company has no control. The dates are therefore tentative.

Effective date for the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 May 2016 First day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 May 2016 Dealing in Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. Wednesday, 4 May 2016 Original counter for trading in Shares in board lots of 10,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. Wednesday, 4 May 2016 Temporary counter for trading in Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. Wednesday, 4 May 2016 Original counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates) re-opens. . . . . . . . . . . . . . . . . . . Wednesday, 18 May 2016

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EXPECTED TIMETABLE

Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 May 2016 Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 May 2016 Temporary counter for trading in Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Tuesday, 7 June 2016 Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Tuesday, 7 June 2016 Designated broker ceases to stand in the market to provide matching services for odd lots of Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Tuesday, 7 June 2016 Last day for free exchange of existing share certificates for new share certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 10 June 2016

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LETTER FROM THE BOARD

Sino Splendid Holdings Limited 中國華泰瑞銀控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8006)

Executive Directors: Registered Office: Mr. Chow Chi Wa P.O. Box 309GT Mr. Wang Tao Ugland House Mr. Yang Xingan South Church Street George Town Independent Non-Executive Directors: Grand Cayman Ms. Yang Shuyan Cayman Islands Mr. Zhang Xiaoguang

Head office and principal place of business in Hong Kong: Room 3003, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong

13 January 2016

To Shareholders of the Company

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company announced on 30 December 2015 that the Company proposed to implement the Capital Reorganisation. The purpose of this circular is to provide you with further information regarding the Capital Reorganisation and to give you notice of the EGM at which resolutions will be proposed to consider and, if thought fit, approve the Capital Reorganisation.

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LETTER FROM THE BOARD

CAPITAL REORGANISATION

The Directors proposed to reorganise the share capital of the Company in the following manner:

1. the par value of each issued Share of HK$0.01 will be reduced to HK$0.0005 by canceling paid-up capital to the extent of HK$0.0095 on each issued Share;

2. immediately after the Capital Reduction becomes effective, each authorized but unissued Share will be subdivided into 20 New Shares of HK$0.0005 each; and

3. immediately after the Capital Reduction and Sub-division become effective, the New Shares will be consolidated on the basis that every 20 issued and unissued New Shares of HK$0.0005 each will be consolidated into one Consolidated Share of HK$0.01 each.

Effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$500,000,000 divided into 50,000,000,000 Shares of HK$0.01 each, of which 6,430,418,460 Shares were in issue and fully paid.

Assuming no further Shares will be issued or repurchased after the Latest Practicable Date, after the Capital Reduction and Sub-division becoming effective but prior to the Share Consolidation becoming effective, the authorized share capital of the Company will be HK$500,000,000 divided into 1,000,000,000,000 New Shares of HK$0.0005 each, of which 6,430,418,460 New Shares will have been issued and fully paid. After the Share Consolidation becoming effective, the authorized share capital of the Company will be HK$500,000,000 divided into 50,000,000,000 Consolidated Shares of HK$0.01 each, of which 321,520,923 Consolidated Shares will have been issued and fully paid.

Assuming no further Shares will be issued or repurchased after the Latest Practicable Date, a credit of approximately HK$61.09 million will arise as a result of the Capital Reduction. Such credit will be transferred to a distributable reserve account of the Company. The account will be applied for such purposes permitted under the applicable laws.

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LETTER FROM THE BOARD

The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s memorandum and articles of association. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Consolidated Shares regardless of the number of share certificates held by such holder.

Other than the expenses to be incurred in relation to the Capital Reorganisation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders.

Conditions for Capital Reorganisation

The Capital Reorganisation is conditional upon the following:

1. the passing of the necessary resolutions by the Shareholders to approve the Capital Reorganisation at the EGM;

2. the Court approving the Capital Reduction and compliance with any conditions the Court may impose;

3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares in issue following the Capital Reorganisation taking effect; and

4. registration by the Registrar of Companies in the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction.

The Capital Reduction shall become effective upon registration of the Court order and other relevant documents with the Registrar of Companies of the Cayman Islands.

Listing application

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Capital Reorganisation taking effect.

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LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

Free exchange of share certificates

The new share certificates after the Capital Reorganisation becoming effective will be in the colour of blue in order to distinguish them from the existing share certificates which are yellow in colour. Subject to the Capital Reorganisation becoming effective on 4 May 2016, Shareholders may, from 4 May 2016 to 10 June 2016, both days inclusive, submit share certificates for existing Shares to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, in exchange, at the expense of the Company, for new share certificates for Consolidated Shares with nominal value of HK$0.01 each. Thereafter, certificates for existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for existing Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for existing Shares will continue to be good evidence of legal title and may be exchanged for certificates for Consolidated Shares at any time.

EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganisation is set out on page 3 to 4 of this circular.

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LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANISATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of a listed issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the listed issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Board proposes to proceed with the Share Consolidation. The Capital Reorganisation, which includes the Share Consolidation, will enable the Company to avoid non-compliance with the trading requirements under the GEM Listing Rules and provide greater flexibility to the Company in pricing future fund raising exercises if such pricing is at a discount to the prevailing market price of the Shares.

In addition, the Capital Reduction and Sub-division will keep the par value of the Shares at a lower level that can facilitate the Company’s future fund raising activities as the Company is not allowed to issue any new Shares below its par value under its articles of association.

The credit arising from the Capital Reduction will be transferred to a distributable reserve of the Company and will therefore facilitate any dividend payment by the Company as and when appropriate in the future.

Accordingly, the Directors consider that the Capital Reorganisation is in the interest of the Company and the Shareholders as a whole.

EGM

A notice convening the EGM is set out on pages 12 to 14 of this circular. All resolutions to be proposed at the EGM will be voted on by poll.

A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

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LETTER FROM THE BOARD

To the best of the Directors’ information and belief, no Shareholder has any material interest in the Capital Reorganisation. Therefore no Shareholder is required to abstain from voting at the EGM in respect of the resolutions to approve the same.

RECOMMENDATION

The Directors consider that the Capital Reorganisation is in the interest of the Company and the Shareholders and so recommend you to vote in favour of all the relevant resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or management shareholder or their respective close associates had any business or interest which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group.

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LETTER FROM THE BOARD

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (i.e. from 9:30 a.m. to 5:00 p.m. on Monday to Friday at the principal place of business of the Company in Hong Kong at Room 3003, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong from 13 January 2016, the date of this circular up to and including 5 February 2016:

1. the memorandum and articles of association of the Company;

2. the annual report of the Company for the year ended 31 December 2014;

3. the annual report of the Company for the year ended 31 December 2013.

Yours faithfully, On behalf of the Board Sino Splendid Holdings Limited Chow Chi Wa Executive Director

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Sino Splendid Holdings Limited 中國華泰瑞銀控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8006)

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Sino Splendid Holdings Limited (the “ Company ”) will be held at 8/F, E168, 168-188 Des Voeux Road Central, Sheung Wan, Hong Kong on 5 February 2016 at 11:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT

• (1) subject to and conditional upon (i) approval from the Grand Court of the Cayman Islands (“ Court ”) of the Capital Reduction (as defined below); (ii) registration by the Registrar of Companies of Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law of Cayman Islands in respect of the Capital Reduction (as defined below) and compliance with any conditions the Court may impose; and (iii) the Listing Committee of The Hong Kong Stock Exchange Limited granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below), upon the date on which the aforesaid conditions are fulfilled:

• (a) the par value of each issued Share of HK$0.01 in the capital of the Company be reduced to HK$0.0005 (each a “ New Share ”) by cancelling paid-up capital to the extent of HK$0.0095 on each issued Share (“ Capital Reduction ”) and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital thereby cancelled be made available for issue of new shares of the Company;

• (b) immediately following the Capital Reduction, each authorized but unissued Share in the capital of the Company be subdivided into 20 New Shares of HK$0.0005 each (“ Sub-division ”);

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the directors (“ Directors ”) of the Company in accordance with the articles of association of the Company and all applicable laws, including, without limitation, eliminating or setting off the accumulated losses of the Company from time to time;

• (d) immediately following the Capital Reduction and Sub-division becoming effective, every twenty (20) issued and unissued New Shares of HK$0.0005 each in the share capital of the Company be consolidated into one (1) share of HK$0.01 each (each a “ Consolidated Share ”) so that the authorised share capital of the Company shall be HK$500,000,000 divided into 50,000,000,000 Consolidated Shares of HK$0.01 each, and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company; and

• (2) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.”

By order of the Board Sino Splendid Holdings Limited Chow Chi Wa Executive Director

Hong Kong, 13 January 2016

Registered Office: P.O. Box 309GT, Ugland House South Church Street, George Town Grand Cayman, Cayman Islands

Head office and principal place of business in Hong Kong: Room 3003, Office Tower Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

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

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney 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, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

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

As at the date of this notice, the Board comprises Mr. Chow Chi Wa, Mr. Wang Tao and Mr. Yang Xingan as Executive Directors, and Ms. Yang Shuyan and Mr. Zhang Xiaoguang as Independent Non-executive Directors.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.

This notice will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at www.sinosplendid.com.

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