Speedy Global Holdings Limited — Proxy Solicitation & Information Statement 2017

Mar 21, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Speedy Global Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer 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 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 540)

CONNECTED TRANSACTION

DEED OF CONFIRMATION RELATING TO DEED OF NON-COMPETITION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to The Independent Board Committee and the Independent Shareholders

The notice convening the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at 4/F, Pentahotel Hong Kong, Kowloon, 19 Luk Hop Street, San Po Kong, Kowloon, Hong Kong, on Monday, 10 April 2017 at 11:00 a.m. is set out on pages 23 to 24 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, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 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 EGM. 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.

Hong Kong, 22 March 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Connection Transaction: Deed of Confirmation relating to
Deed of Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . .	11
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– i –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘close associate(s)’’

has the meaning ascribed to it in the Listing Rules

• ‘‘Company’’

Speedy Global Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability with its Shares listed on the Stock Exchange

• ‘‘connected person(s)’’ has the meaning ascribed to it in the Listing Rules

• ‘‘controlling shareholder(s)’’ has the meaning ascribed to it in the Listing Rules

• ‘‘Covenantors’’

• together Mr. Huang, Huang Chih Chien and Sky Halo Holdings Limited who entered into the Deed of NonCompetition to, among others, grant an option and a right of first refusal to the Company in respect of certain interests held by them outside of the Group

• ‘‘Deed of Confirmation’’

• the deed of confirmation dated 28 February 2017 and entered into by the Covenantors and the Company

• ‘‘Deed of Non-Competition’’

• the deed of non-competition dated 24 December 2012 and entered into by the Covenantors in favour of the Company

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened and held at 4/F, Pentahotel Hong Kong, Kowloon, 19 Luk Hop Street, San Po Kong, Kowloon, Hong Kong, on Monday, 10 April 2017 at 11:00 a.m., a notice of which is set out on pages 23 to 24 of this circular

• ‘‘Excluded Group’’

has the meaning ascribed to it in the prospectus of the Company dated 31 December 2012

• ‘‘Group’’

the Company and its subsidiaries from time to time

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• ‘‘Independent Board Committee’’

• ‘‘Independent Financial Adviser’’ or ‘‘WAG Worldsec Corporate Finance Limited’’

• ‘‘Independent Shareholder(s)’’

• ‘‘INED(s)’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Mr. Huang’’

• ‘‘Peakwin Shares’’

• ‘‘PRC’’

• ‘‘SFO’’

• an independent committee of the Board comprising all the INEDs to advise the Independent Shareholders as regards the Deed of Confirmation, and the transaction(s) contemplated thereunder

• WAG Worldsec Corporate Finance Limited, a corporation licensed to carry on type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Deed of Confirmation, and the transaction(s) contemplated thereunder

• any Shareholder that is not required to abstain from voting at the EGM to approve a connected transaction contemplated under the Deed of Confirmation

• independent non-executive Director(s) of the Company

• 20 March 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on The Stock Exchange as amended, modified or otherwise supplemental from time to time

• Mr. Huang Chih Shen（黃志深）, the chairman of the Board, an executive Director and the chief executive officer of the Company and one of the controlling shareholders who holds 100% of Sky Halo Holdings Limited

• 50% equity interest of Peakwin Group Limited owned by Huang Chih Chien

• the People’s Republic of China which shall, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

– 2 –

DEFINITIONS ‘‘Share(s)’’ ordinary share(s) in the share capital of the Company with the nominal value of HK$0.10 each ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent

– 3 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 540)

Executive Directors:

Mr. Huang Chih Shen (Chairman and chief executive officer)

Mr. Chan Hung Kwong, Patrick Ms. Tang Wai Shan Mr. Au Wai Shing

Independent Non-executive Directors:

Mr. Wong Ting Kon Ms. Pang Yuen Shan, Christina Mr. Chang Cheuk Cheung, Terence Dr. Chan Chung Bun, Bunny

Registered office: P.O. Box 31119 Grand Pavilion Hibiscus Way, 802 West Bay Road Grand Cayman, KY1-1205 Cayman Islands

Head office and principal place of business in PRC: Nanmian Industrial District Xiagang Village, Changan Town Dongguan PRC

22 March 2017

To the Shareholders

Dear Sirs or Madam,

CONNECTED TRANSACTION

DEED OF CONFIRMATION RELATING TO DEED OF NON-COMPETITION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) further information of the Deed of Confirmation; (ii) the recommendation from the Independent Board Committee; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Deed of Confirmation; and (iv) the notice of the EGM.

– 4 –

LETTER FROM THE BOARD

CONNECTED TRANSACTION: DEED OF CONFIRMATION RELATING TO DEED OF NON-COMPETITION

Introduction

Reference is made to the Deed of Non-Competition dated 24 December 2012 and entered into between Huang Chih Chien, Mr. Huang and Sky Halo Holdings Limited (‘‘Sky Halo’’) in favour of the Company in contemplation of the initial public offering of the Shares by the Company in 2012. Pursuant to the Deed of Non-Competition, the Covenantors had granted the Company an option to acquire the whole or part of its interest in the Excluded Group held directly or indirectly by the Covenantors, and a right of first refusal in the event that any one of the Covenantors or any of their associates (as defined in Chapter 1 of the then Listing Rules) wish to sell the whole or any part of its interest in the Excluded Group owned by it to any third party (the ‘‘Right of First Refusal’’).

Pursuant to the Deed of Non-Competition, the obligations of the Covenantors will remain in effect until (i) the date on which the Shares cease to be listed on the Stock Exchange; or (ii) the date on which the relevant Covenantor together with his/its associates (as defined in Chapter 1 of the then Listing Rules) cease to be the controlling shareholders of the Company; whichever occurs first.

The term ‘‘associate’’ under Chapter 1 of the then Listing Rules was defined as, in relation to an individual, to include his/her spouse and any child or step-child, natural or adopted, under the age of 18 years of such individual or of his spouse (but not his/her brother).

Peakwin Group Limited（柏威集團有限公司） (a member of the Excluded Group) (‘‘Peakwin Group Limited’’) is owned as to 50% by Mr. Huang and as to 50% by Huang Chih Chien as at the Latest Practicable Date. Huang Chih Chien has recently notified the Company that he is considering to dispose of certain of his shares in Peakwin Group Limited (the ‘‘Peakwin Shares’’) to a third party and that pursuant to the Deed of Non-Competition, the Company had an option and the Right of First Refusal to acquire any of the Peakwin Shares.

Since 21 July 2014, the Shares held by Huang Chih Chien was fully disposed to Mr. Huang, hence Huang Chih Chien ceased to have interest in any Shares.

The Deed of Confirmation

On 28 February 2017, each of the Covenantors and the Company entered into the Deed of Confirmation.

In the Deed of Confirmation, the parties confirm (in the case of the Independent Shareholders approval is required, subject to such approval) that since 21 July 2014, when Huang Chih Chien disposed of all his interests in the Shares and hence ceased to have any interest in the Shares, the Deed of Non-Competition was and is no longer binding on Huang Chih Chien; and the Company waives any rights, claim or action it may have against Huang Chih Chien for any of his acts or omissions after 21 July 2014, if any, under the Deed of Non-Competition. However, Mr. Huang and Sky Halo will remain bound by the Deed of Non-Competition in accordance with its terms.

– 5 –

LETTER FROM THE BOARD

Information on the Company and parties

Mr. Huang is one of the controlling shareholders of the Company, an executive Director and the chairman of the Board. He is also one of the Covenantors. As at the date hereof, Sky Halo is a controlling shareholder of the Company, holding approximately 54.54% interests in the Company. Sky Halo is held as to 100% by Mr. Huang.

Huang Chih Chien is a brother of Mr. Huang, and he is also one of the Covenantors.

The Group is principally engaged in: (i) the apparel supply chain servicing business which offers a wide range of woven wear and cut-and-sewn knitwear products to a number of owners or agents of global reputable brands; (ii) the apparel retail business operating in the PRC and (iii) property development and investment.

Peakwin Group Limited was incorporated on 27 March 2006 as a limited liability company in accordance with the laws of the BVI and owned as to 50% by Mr. Huang and 50% by Huang Chih Chien as at the Latest Practicable Date. It is mainly engaged in the business of manufacturing and selling of sweater knitwear products.

Right of First Refusal

The Board holds the view that the business strategy of the Group (focusing on apparel supply chain services) and that of Peakwin Group Limited and its subsidiaries (focusing on manufacturing and selling of sweater knitwear products) are different, in particular, (i) the business of the Peakwin Group Limited and its subsidiaries relating to the manufacture and sale of sweater knitwear products is not within the principal business scope of the Group; (ii) Peakwin Group Limited and its subsidiaries is operating in a distinct production setting as the raw materials, the production machineries, the production skills and techniques are not interchangeable with those of the Group; (iii) Peakwin Group Limited and its subsidiaries has its own operational management team which is independent from the Group, and hence the acquisition of Peakwin Group Limited by exercising the Right of First Refusal is not in the interests of the Company and the Shareholders as a whole.

Reasons for entering into the Deed of Confirmation

Huang Chih Chien did not have any interest in any Shares, nor is he a Director as at the date of the Deed of Confirmation. Given that Huang Chih Chien ceased to have any equity interest in the Company since 21 July 2014, the Directors consider it appropriate to enter into the Deed of Confirmation, to clarify the position regarding the Deed of Non-Competition once and for all and to avoid any potential further time and cost that may be incurred in respect of the uncertainty on the Deed of Non-Competition.

– 6 –

LETTER FROM THE BOARD

Listing Rules Implications

As at the date hereof, Sky Halo is a controlling shareholder of the Company and thus a connected person of the Company. Sky Halo is held as to 100% by Mr. Huang who is a connected person. Huang Chih Chien is a connected person at the issuer level of the Company under Rule 14A.06(8) of the Listing Rules because he is a brother of Mr. Huang. Accordingly, the entering into the Deed of Confirmation constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, which is subject to the reporting, announcement and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Save for Mr. Huang, all of the Directors have confirmed that none of them has any material interest in the Deed of Confirmation. Accordingly, no Director (except for Mr. Huang) is required to abstain from voting at the meeting of the Board to approve the Deed of Confirmation.

The Independent Board Committee (comprising all the INEDs) has been formed to advise the Independent Shareholders as to whether the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and whether to vote in favour of the Deed of Confirmation and the transaction(s) contemplated thereunder, after taking into account the recommendation of the Independent Financial Adviser. The letter from the Independent Board Committee is set out on pages 9 to 10 of this circular.

The Company has appointed WAG Worldsec Corporate Finance Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Deed of Confirmation, and the transaction(s) contemplated thereunder, and to advise the Independent Shareholders on how to vote on the relevant resolutions in the EGM. The letter from WAG Worldsec Corporate Finance Limited is set out on pages 11 to 17 of this circular.

EGM

A notice of the EGM is set out on pages 23 to 24 of this circular. All resolutions to be proposed at the EGM will be voted on by poll. A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM. 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.

– 7 –

LETTER FROM THE BOARD

Mr. Huang, through his controlled corporation Sky Halo, is interested in 327,242,688 Shares, representing approximately 54.54% of the total number of issued Shares as at the Latest Practicable Date. Mr. Huang and his associates (as defined in the Listing Rules) are required to abstain from voting on the relevant resolution to approve the Deed of Confirmation at the EGM. Save as disclosed above, to the best knowledge, information and belief of the Directors and having made reasonable enquiries, no other Shareholder is involved in or interested in the Deed of Confirmation who is required to abstain from voting on the relevant resolution to approve the Deed of Confirmation at the EGM.

RECOMMENDATIONS

Your attention is drawn to the letters from the Independent Board Committee and from the Independent Financial Adviser, respectively, which set out their recommendations in respect of the Deed of Confirmation and the transaction(s) contemplated thereunder and the principal factors considered by them in arriving at their recommendations, and additional information set out in the appendix to this circular.

You are advised to read the letter from the Independent Board Committee and the letter from the Independent Financial Adviser mentioned above before deciding how to vote on the resolutions to be proposed at the EGM.

Having taken into account the factors as disclosed in the sections above, the Board (including the INEDs whose views are set out in the ‘‘Letter from the Independent Board Committee’’ in this circular after considering the Independent Financial Adviser’s recommendation) consider that although entering into the Deed of Confirmation and the transaction(s) contemplated thereunder are not in the ordinary and usual course of business of the Group, (i) the Deed of Confirmation and the transaction(s) contemplated thereunder are on normal commercial terms, and (ii) the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board (including the INEDs) recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Deed of Confirmation and the transaction(s) contemplated thereunder.

Yours faithfully By Order of the Board Speedy Global Holdings Limited Huang Chih Shen Chairman

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 540)

22 March 2017

To the Independent Shareholders

Dear Sir/Madam,

We refer to the circular of the Company dated 22 March 2017 (the ‘‘Circular’’) of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed by the Board as members of the Independent Board Committee to consider the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder and to advise the Independent Shareholders as to whether, in our opinion, the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and whether to vote in favour of the Deed of Confirmation and the transaction(s) contemplated thereunder, after taking into account the recommendation of the Independent Financial Adviser. WAG Worldsec Corporate Finance Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

We also wish to draw your attention to:-

• (i) the letter from the Board set out on pages 4 to 8 of the Circular which contains information about the Deed of Confirmation;

• (ii) the letter from the Independent Financial Adviser set out on pages 11 to 17 of the Circular which contains its advice to the Independent Board Committee and the Independent Shareholders; and

• (iii) the additional information set out in the appendix to this Circular.

– 9 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder, and having taken into account the opinion of WAG Worldsec Corporate Finance Limited and, in particular, the factors, reasons and recommendations as set out in the letter from the Independent Financial Adviser on pages 11 to 17 of this Circular, we consider that although entering into the Deed of Confirmation and the transaction(s) contemplated thereunder are not in the ordinary and usual course of business of the Group, (i) the Deed of Confirmation and the transaction(s) contemplated thereunder are on normal commercial terms, (ii) the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Deed of Confirmation and the transaction(s) contemplated thereunder.

Yours faithfully, For and on behalf of the Independent Board Committee

Mr. Wong Ting Kon Ms. Pang Yuen Shan, Christina Independent non-executive Director Independent non-executive Director Mr. Chang Cheuk Cheung, Terence Dr. Chan Chung Bun, Bunny Independent non-executive Director Independent non-executive Director

– 10 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Deed of Confirmation and the transaction(s) contemplated thereunder for the purpose of inclusion in this circular.

Suite 1101, 11th Floor Champion Tower 3 Garden Road, Central Hong Kong

22 March 2017

• To: the Independent Board Committee and the Independent Shareholders of Speedy Global Holdings Limited

Dear Sir/Madam,

CONNECTED TRANSACTION DEED OF CONFIRMATION RELATING TO DEED OF NON-COMPETITION

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Deed of Confirmation. Details are contained in the Company’s circular dated 22 March 2017 (the ‘‘Circular’’). Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

In our capacity as the Independent Financial Adviser, our role is to give independent advice to the Independent Board Committee and the Independent Shareholders as to (i) whether the Deed of Confirmation and the transaction(s) contemplated thereunder are on normal commercial terms and in the Group’s ordinary and usual course of business, (ii) whether the terms of the Deed of Confirmation are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and (iii) whether the Independent Shareholders should vote in favour of the Deed of Confirmation and the transaction(s) contemplated thereunder.

In formulating our opinion, we have relied on the information and facts supplied to us by the Directors and/or management of the Company. We have reviewed, among other things:

• (i) the Deed of Confirmation;

• (ii) the Deed of Non-competition;

• (iii) the Company’s announcement dated 28 February 2017 (the ‘‘2017 Announcement’’);

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

• (iv) the Company’s announcement dated 21 July 2014 (the ‘‘2014 Announcement’’);

• (v) the annual report of the Company for the year ended 31 December 2015 (the ‘‘Annual Report’’); and

• (vi) the interim report of the Company for the six months ended 30 June 2016 (the ‘‘Interim Report’’).

We have assumed that all information, facts, opinions and representations contained in the Circular are true, complete and accurate in all material respects and we have relied on the same. The Directors have confirmed that they take full responsibility for the contents of the Circular and have made all reasonable inquiries that no material facts have been omitted from the information supplied to us. We have no reason to believe that any material information has been withheld from us, nor to doubt the truth, accuracy or completeness of the information provided. We have relied on such information and consider that the information we have received is sufficient for us to reach our advice and recommendations as set out in this letter and to justify our reliance on such information. We have not, however, conducted any independent investigation into the business and affairs of the Group or its associates, nor have we carried out any independent verification of the information supplied.

The Directors collectively and individually accept full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other matters the omission of which would make any statement in the Circular misleading.

During the past two years, other than this engagement as the Independent Financial Adviser, WAG Worldsec Corporate Finance Limited had no past engagement with the Company. As at the Latest Practicable Date, we were independent from, and were not associated with the Company or any other party to the Deed of Confirmation, or their respective substantial shareholder(s) or connected person(s), as defined under the Listing Rules and accordingly, are considered eligible to give independent advice on the Deed of Confirmation. We will receive a fee from the Company for our role as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Deed of Confirmation. Apart from this normal professional fee payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company or any other party to the Deed of Confirmation or their respective substantial shareholder(s) or connected person(s), as defined under the Listing Rules.

The Independent Board Committee, comprising all the independent non-executive Directors, namely, Mr. Wong Ting Kon, Ms. Pang Yuen Shan, Christine, Mr. Chang Cheuk Cheung, Terence and Dr. Chan Chung Bun, Bunny, has been established to advise the Independent Shareholders as to whether the terms of the Deed of Confirmation are fair and reasonable and in the interests of the Company and the Shareholders as a whole and whether to vote in favour of the Deed of Confirmation and the transaction(s) contemplated thereunder, after taking into account our recommendation.

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Deed of Confirmation

(i) Deed of Non-Competition

On 24 December 2012, the Covenantors entered into the Deed of Non-Competition in favour of the Company in contemplation of the initial public offering of the Shares by the Company in 2012. Pursuant to the Deed of Non-Competition, the Covenantors had granted the Company an option to acquire the whole or part of their interest in the Excluded Group held directly or indirectly by the Covenantors, and the Right of First Refusal.

Pursuant to the Deed of Non-Competition, the obligations of the Covenantors will remain in effect until (i) the date on which the Shares cease to be listed on the Stock Exchange; or (ii) the date on which the relevant Covenantor together with his/its associates (as defined in Chapter 1 of the then Listing Rules) cease to be the controlling shareholders of the Company; whichever occurs first.

The term ‘‘associate’’ under Chapter 1 of the then Listing Rules was defined as, in relation to an individual, to include his/her spouse and any child or step-child, natural or adopted, under the age of 18 years of such individual or of his spouse (but not his/her brother).

On 21 July 2014, Huang Chih Chien disposed of his 50% interest in Sky Halo (representing his entire interest in Sky Halo) to Mr. Huang (the ‘‘Disposal’’), resulting in the issued share capital of Sky Halo being wholly owned by Mr. Huang. Details of which were set out in the 2014 Announcement. Sky Halo is a controlling shareholder of the Company, holding approximately 54.54% interest in the Company as of 21 July 2014. Immediately before the Disposal, the issued share capital of Sky Halo was held by Mr. Huang as to 50%, and Huang Chih Chien as to 50%, and each of Mr. Huang and Huang Chih Chien and Sky Halo had no other equity interest in the Company. Huang Chih Chien, a brother of Mr. Huang, did not have any position in the Board. After completion of the Disposal, Huang Chih Chien ceased to have interest in any Shares. According to the 2014 Announcement, the Disposal was to rationalize the shareholding of Mr. Huang to reflect his control of and influence in the Company.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Huang Chih Chien has recently notified the Company that he is considering to dispose of certain of his Peakwin Shares in Peakwin Group Limited to a third party. Pursuant to the Deed of Non-Competition, the Company has an option and the Right of First Refusal to acquire any of the Peakwin Shares.

(ii) Deed of Confirmation

On 28 February 2017, each of the Covenantors and the Company entered into the Deed of Confirmation.

In the Deed of Confirmation, the parties confirm (in the case of the Independent Shareholders approval is required, subject to such approval) that since 21 July 2014, when Huang Chih Chien disposed of all his interests in the Shares and hence ceased to have any interest in the Shares, the Deed of Non-Competition was and is no longer binding on Huang Chih Chien; and the Company waives any rights, claim or action it may have against Huang Chih Chien for any of his acts or omissions after 21 July 2014, if any, under the Deed of Non-Competition. However, Mr. Huang and Sky Halo will remain bound by the Deed of Non-Competition in accordance with its terms.

2. Information on the Group

The Group is principally engaged in: (i) the apparel supply chain servicing business which offers a wide range of woven wear and cut-and-sewn knitwear products to a number of owners or agents of global reputable brands; (ii) the apparel retail business operating in the PRC; and (iii) property development and investment.

3. Information on the parties

Mr. Huang is a controlling shareholder of the Company, an executive Director and the chairman of the Board. He is also one of the Covenantors. As at the date hereof, Sky Halo is the controlling shareholder of the Company, holding approximately 54.54% interests in the Company. Sky Halo is held as to 100% by Mr. Huang. Mr. Huang is a brother of Huang Chih Chien who is also one of the Covenantors.

Peakwin Group Limited was incorporated on 27 March 2006 as a limited liability company in accordance with the laws of the BVI and owned as to 50% by Mr. Huang and 50% by Huang Chih Chien as at the Latest Practicable Date. It is mainly engaged in the business of manufacturing and selling of sweater knitwear products.

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Terms of the Deed of Confirmation

Date: 28 February 2017

Parties: Mr. Huang, Huang Chih Chien and Sky Halo (together the ‘‘Covenantors’’) and the Company,

Subject Matter

Each of the Covenantors and the Company (in the case of the independent shareholders’ approval is required, subject to such approval) confirms that since 21 July 2014, when Huang Chih Chien disposed of all his interests in the shares of the Company and hence ceased to have any interest in the shares of the Company, the Deed of NonCompetition dated 24 December 2012 was and is no longer binding on Huang Chih Chien. The Company further waives any rights, claim or action it may have against Huang Chih Chien for any of his acts or omissions after 21 July 2014, if any, under the Deed of NonCompetition.

5. Reasons for and benefits of entering into the Deed of Confirmation

The Directors considered that, since Huang Chih Chien did not have any interest in any Shares, nor is he a Director as at the date of the Deed of Confirmation, it is appropriate to enter into the Deed of Confirmation to clarify the position regarding Huang Chih Chien’s obligations under the Deed of Non-Competition once and for all and to avoid any potential further time and cost that may be incurred in respect of the uncertainty on the Deed of Non-Competition.

Pursuant to the Deed of Non-Competition, the obligations of the Covenantors would cease when (i) the Shares cease to be listed on the Stock Exchange; or (ii) when the relevant Covenantor together with his/its associates (as defined in Chapter 1 of the then Listing Rules) cease to be the controlling shareholders of the Company; whichever occurs first. Pursuant to the then Listing Rules, the term ‘associate’ under Chapter 1 of the then Listing Rules was defined as, in relation to an individual, to include his/her spouse and any child or step-child, naturally adopted, under the age of 18 years of such individual or of his spouse. As Huang Chih Chien is a brother of Mr. Huang, Huang Chih Chien is not an associate of Mr. Huang under the then Listing Rules. As Huang Chih Chien is not an associate (as defined in Chapter 1 of the then Listing Rules) of Mr. Huang and ceased to be a shareholder of the Company since 21 July 2014, we agreed that condition (ii) above was fulfilled after the Disposal has been completed on 21 July 2014.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We were also advised by the Company that Huang Chih Chien informed the Company that he considered that the Deed of Non-Competition should cease to have any effect on him since 21 July 2014 after the Disposal and did not consider it necessary to enter into such confirmation at that time. However, it is specifically provided in the Deed of Non-Competition that the Company has the Right of First Refusal to acquire the interest in the excluded group (which includes Peakwin Group Limited). As he considered to dispose of certain of his shares in Peakwin Group Limited to a third party, Huang Chih Chien considers that for the sake of clarity, it is desirable to enter into a deed of confirmation to avoid any future potential dispute.

After discussions with the Company, we are given to understand that (i) the principal business scope of the Group is apparel supply chain services for woven and cut-and-sewn products whereas that of Peakwin Group Limited and its subsidiaries is the manufacturing and selling of sweater knitwear products; (ii) the major raw materials of the Group are woven fabric and knitted cut-and-sewn fabric whereas that of Peakwin Group Limited and its subsidiaries are yarns; (iii) the major production machineries (and skills and techniques to operate thereof) of the Group are lockstitch machines and coverstitch machines whereas that of Peakwin Group Limited and its subsidiaries are computerised flat knitting machines and looping machines; (iv) the Group and Peakwin Group Limited do not have common directors nor management teams; and (v) the Group and Peakwin Group Limited and its subsidiaries have independent production facilities and offices. We therefore concur with the view of the Board that the business strategy of the Group (focusing on apparel supply chain services) and that of Peakwin Group Limited and its subsidiaries (focusing on manufacturing and selling of sweater knitwear products) are different, in particular, (i) the business of the Peakwin Group Limited and its subsidiaries relating to the manufacture and sale of sweater knitwear products is not within the principal business scope of the Group; (ii) Peakwin Group Limited and its subsidiaries is operating in a distinct production setting as the raw materials, the production machineries, the production skills and techniques are not interchangeable with those of the Group; (iii) Peakwin Group Limited and its subsidiaries has its own operational management team which is independent from the Group, and hence the acquisition of Peakwin Group Limited by exercising the Right of First Refusal is not in the interests of the Company and the Shareholders as a whole.

We have discussed with the Directors on the rationale of the Company’s entering into the Deed of Confirmation and was advised that it was to clarify the position regarding Huang Chih Chien’s obligations under the Deed of Non-Competition once and for all and to avoid any potential further time and cost that might be incurred in respect of the uncertainty on the Deed of Non-Competition. If there are further disposal of Huang Chih Chien’s interest in the Excluded Group, the Company, in consideration of the uncertainty on the Deed of Non-Competition, might need to spend time and cost to clarify the position so as to entertain each and every enquiry made by Huang Chih Chien. We concur with the Company that the Company’s entering into the Deed of Confirmation will be a once and for all action to avoid any potential further time and cost that might be incurred in respect of the uncertainty on the Deed of Non-Competition. Therefore, giving up the Right of First Refusal to acquire Peakwin Shares is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Recommendation

We have considered the above factors and reasons and, in particular, having taking into account the following in arriving at our opinion:

• (i) as Huang Chih Chien is no longer a shareholder of the Company since 21 July 2014 and he is not an associate of Mr. Huang under the then Listing Rules, Huang Chih Chien is not bound by the Deed of Non-Competition;

• (ii) the Deed of Confirmation clarifies the position of Mr. Huang Chih Chien and Mr. Huang and Sky Halo will remain bound by the Deed of Non-Competition in accordance with its terms.

Having considered the above, although entering into the Deed of Confirmation and the transaction(s) contemplated thereunder are not in the ordinary and usual course of business of the Group, we concur with the Directors that the Deed of Confirmation and the transaction contemplated thereunder are on normal commercial terms, and the terms of the Deed of Confirmation and the transaction(s) contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of

WAG Worldsec Corporate Finance Limited Andrew Cheong Assistant Director

Mr. Andrew Cheong is a licensed person registered with the Securities and Futures Commission and is a responsible officer of WAG Worldsec Corporate Finance Limited to carry out Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and has over nine years of experience in corporate finance industry.

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GENERAL INFORMATION

APPENDIX

1. 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 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.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests in the Company

At the Latest Practicable Date, the interests and short positions of the Directors or the chief executives of the Company in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to Section 352 of the SFO, to be entered on the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

			Approximate
			percentage
			of the issued
			Shares as at
			the Latest
		Number of	Practicable
Name	Capacity	shares held	Date
Mr. Huang	Interest in controlled	327,242,688	54.54%
	corporation (note)
Chan Hung Kwong Patrick	Beneficial owner	33,031,758	5.51%
Au Wai Shing	Beneficial owner	26,847,366	4.47%
Tang Wai Shan	Beneficial owner	15,428,853	2.57%

Note: Mr. Huang’s interest in 327,242,688 Shares is held through Sky Halo which is wholly-owned by Mr. Huang.

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APPENDIX

GENERAL INFORMATION

The following is a list of the Directors who, as at the Latest Practicable Date, were also directors or employees of a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

				Approximate
				percentage of
				the issued
			Number of	Shares as at
		Capacity of	shares held	the Latest
	Name of	Director in	by the	Practicable
Name of Director	Shareholder	Shareholder	Shareholder	Date
Mr. Huang	Sky Halo	director	327,242,688	54.54%

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or proposed to enter into any service agreements with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware of, none of the Directors nor their respective close associates had any interest in any business which competes or is likely to compete, or is in conflict or is likely to be in conflict, either directly or indirectly, with the business of Group.

5. OTHER INTERESTS OF THE DIRECTORS

Reference is made to the circular dated 19 August 2016 issued by the Company where the Company as seller and Success Up Holdings Limited as purchaser entered into an agreement dated 15 July 2016 relating to the sale and purchase of 50% issued share capital of Speedy Global Development Limited, a company incorporated in the British Virgin Islands and by that time a non-wholly owned subsidiary of the Company, at a consideration of HK$10 payable by Success Up Holdings Limited to the Company.

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APPENDIX

GENERAL INFORMATION

Reference is also made to the announcements dated 3 January 2017, 25 January 2017 and 23 February 2017, where Sky Halo, Mr. Huang, Mr. Chan Hung Kwong Patrick, Ms. Tang Wai Shan and Mr. Au Wai Shing (together ‘‘Selling Shareholders’’) entered into a memorandum of understanding on 2 January 2017 and a supplemental memorandum of understanding on 25 January 2017 with an independent third party as purchaser regarding possible sale of an aggregate of 402,550,665 Shares, representing approximately 67.09% of the entire issued share capital of the Company held by the Selling Shareholders, to such purchaser.

Save as disclosed above, as at the Latest Practicable Date:

• (a) none of the Directors had any interest, either direct or indirect, in any assets which have been, since 31 December 2015 (being the date to which the latest published audited accounts of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement subsisting at the date of this circular and which is significant in relation to the business of the Group.

6. LITIGATION

As at the Latest Practicable Date, there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

7. MATERIAL ADVERSE CHANGE

Since 31 December 2015 (being the date to which the latest published audited accounts of the Group were made up) up to the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group.

8. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following material contracts (not being contracts entered into in the ordinary course of business) have been entered into by the members of the Group within the two years immediately preceding the issue of this circular:

• (a) the confirmations of successful bidding at the listing-for-sale dated 25 March 2015 made between Xinmi Real Estate Service Centre and Speedy Global Development Limited in respect of three pieces of land at Xinmi City for total consideration of RMB75,682,350;

• (b) the state construction land use rights grant contracts dated 1 April 2015 in respect of the three pieces of land at Xinmi City;

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GENERAL INFORMATION

APPENDIX

• (c) the construction contract dated 27 July 2015 made between 鄭州迅宏置業有限公司 (Zhengzhou Xunhong Property Co. Ltd.), and Henan Qijian Construction Group Co. Ltd. for a contract price of approximately RMB130.84 million;

• (d) subscription agreement dated 7 December 2015 made among Speedy Global Development Limited, the Company and Dragon Bloom Investments Limited relating to the subscription of 1 share in Speedy Global Development Limited at the consideration of US$1.00;

• (e) the amended and restated facility agreement dated 7 June 2016 made among various banks as lenders, Speedy Global Development Limited as borrower, the Company and its various subsidiaries as guarantors for the loan facility of HK$300 million;

• (f) the agreement dated 15 July 2016 made between the Company and Success Up Holdings Limited relating to the sale and purchase of 50% issued share capital of Speedy Global Development Limited for a sum of HK$10 payable by Success Up Holdings Limited to the Company; and

• (g) the Deed of Confirmation.

9. EXPERT AND CONSENT

The followings are the name and the qualification of the professional adviser who have given opinion or advice which are contained or referred to in this circular:

Name Qualification WAG Worldsec Corporate Licensed corporation to carry on type 4 (advising on Finance Limited securities) and type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, WAG Worldsec Corporate Finance Limited had no beneficial interest in the shares of any member of the Group nor any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group or have any interest, either directly or indirectly, in any assets which have been, since 31 December 2015, being the date to which the latest published audited consolidated accounts of the Group were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

WAG Worldsec Corporate Finance Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of references to its names in the form and context in which it is included.

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GENERAL INFORMATION

APPENDIX

10. GENERAL

• (a) The company secretary of the Company is Mr. Cheung Kai Yiu. He is a member of the Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is located at P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

• (c) The principal place of business of the Company is Nanmian Industrial District, Xiagang Village, Changan Town, Dongguan, PRC.

• (d) The Hong Kong branch share registrar and transfer of the Company is Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (e) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours (i.e. from 9:30 a.m. to 5:00 p.m. on Monday to Friday except public holidays) on any Business Day at the place of business in Hong Kong of the Company at Flat B, 13/F, Wing Chai Industrial Building, 27-29 Ng Fong Street, San Po Kong, Kowloon, Hong Kong for 14 days from the date of this circular:-

• (a) the memorandum and articles of association of the Company;

• (b) the prospectus of the Company dated 31 December 2012 and the annual reports of the Company for the three years ended 31 December 2015;

• (c) the Deed of Non-Competition;

• (d) the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

• (e) the letter from the Independent Board Committee, the text of which is set out in this circular;

• (f) the letter from WAG Worldsec Corporate Finance Limited, the text of which is set out in this circular; and

• (g) the written consent of WAG Worldsec Corporate Finance Limited referred to in the paragraph headed ‘‘Expert and Consent’’ above.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [282 x 43] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) (Stock code: 540)

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Speedy Global Holdings Limited (the ‘‘Company’’) will be held at 4/F, Pentahotel Hong Kong, Kowloon, 19 Luk Hop Street, San Po Kong, Kowloon, Hong Kong on 10 April 2017 (Monday) at 11:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution(s):

ORDINARY RESOLUTION

‘‘THAT

• (a) the Deed of Confirmation as defined in the circular dated 22 March 2017 despatched to the shareholders of the Company (the ‘‘Circular’’), a copy of the Deed of Confirmation has been produced to this meeting marked ‘‘A’’ and signed by the chairman hereof for the purpose of identification, and all the transaction(s) contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Deed of Confirmation and the transaction(s) contemplated thereunder and, where required, any amendment of the terms of the Deed of Confirmation as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.’’

By Order of the Board Speedy Global Holdings Limited Huang Chih Shen

Chairman and Chief Executive Officer

Hong Kong, 22 March 2017

– 23 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (a) A member entitled to attend and vote at the meeting may appoint a proxy or, if holding two or more shares, more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.

• (b) To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it assigned, or a notarially certified copy thereof must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjournment thereof.

• (c) To be valid, the form of notice of appointment of corporate representative, in the case of appointment by a shareholder which is a corporate shareholder other than a clearing house, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjournment thereof.

• (d) 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.

• (e) The register of members of the Company will be closed from Tuesday, 4 April 2017 to Monday, 10 April 2017 (both dates inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4: 30 p.m. on Monday, 3 April 2017. The record date for the determination of the entitlement to attend and vote at the EGM will be Monday, 3 April 2017.

As at the date of this notice, the executive Directors of the Company are Mr. Huang Chih Shen, Mr. Chan Hung Kwong, Patrick, Ms. Tang Wai Shan, Mr. Au Wai Shing; the independent non-executive Directors are Mr. Wong Ting Kon, Ms. Pang Yuen Shan, Christina, Mr. Chang Cheuk Cheung, Terence and Dr. Chan Chung Bun, Bunny.

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