Summi (Group) Holdings Limited — Proxy Solicitation & Information Statement 2015

Dec 28, 2015

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PME Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong on Wednesday, 20 January 2016 at 11:00 am is set out on pages 6 and 7 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk .

If you are unable to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the head office and principal place of business of the Company at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the 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 extraordinary general meeting or any adjournment thereof should you so wish.

• For identification purpose only

29 December 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting at EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company

“Board” the board of Directors

“Change of Company Name”

the proposed change of English name of the Company from “PME Group Limited” to “China Ever Grand Financial Leasing Group Co., Ltd.” and the registration of the Chinese name “中國恒嘉融資租賃集團有限公司” as the secondary name of the Company to replace the existing Chinese name of the Company “必美宜集團有限 公司”, adopted for identification purpose only

“Company”

PME Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange

“Directors”

the directors of the Company

“EGM” the extraordinary general meeting of the Company to be convened on Wednesday, 20 January 2016 at 11:00 a.m. for the purpose of considering, and if thought fit, approving the Change of Company Name

“Hong Kong”

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

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Executive Directors: Mr. Wong Lik Ping (Chairman) Mr. Lai Ka Fai Mr. Feng Gang Mr. Tao Ke

Non-executive Directors: Mr. Cheng Kwok Woo Ms. Yeung Sau Han Agnes

Independent Non-executive Directors: Mr. Goh Choo Hwee Mr. Ho Hin Yip Mr. U Keng Tin

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

Head office and principal place of business: Room 2203, 22nd Floor Kwan Chart Tower 6 Tonnochy Road Wanchai Hong Kong

29 December 2015

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 18 December 2015 in relation to the Change of Company Name.

The purpose of this circular is to provide you with, among other matters, further information relating to the Change of Company Name and the notice of EGM.

• For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the English name of the Company from “PME Group Limited” to “China Ever Grand Financial Leasing Group Co., Ltd.” and to register the Chinese name “中國恒嘉融資租賃集團有限公司” as the secondary name of the Company (the “Change of Company Name”) to replace the existing Chinese name “必美宜集團有限公司” which was adopted for identification purpose only. The stock short names of the Company will be changed consequently.

CONDITIONS OF CHANGE OF COMPANY NAME

The proposed Change of Company Name is subject to (i) the passing of a special resolution by the Shareholders at the EGM and (ii) the approval of the proposed new English name and the proposed secondary Chinese name by the Registrar of Companies in the Cayman Islands.

REASONS FOR CHANGE OF COMPANY NAME

The Board considers that the Change of Company Name will better reflect the Company’s strategic business plan and future business development. The Board believes that the new English and Chinese names of the Company will provide a new corporate image and identity, whereas the Board considers to be in the interests of the Company and the Shareholders as a whole.

EFFECT OF CHANGE OF COMPANY NAME

After the satisfaction of the conditions set out above, the Change of Company Name will become effective on the date on which the Registrar of Companies in the Cayman Islands enter the new English name into the register concerned in place of the existing name and the registration of the secondary Chinese name will become effective on the date on which the Registrar of Companies in the Cayman Islands enters the secondary Chinese name (together with the primary English name) into the register concerned.

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LETTER FROM THE BOARD

The Change of Company name does not affect any of the rights of the existing Shareholders. All existing share certificates of the Company in issue bearing the existing name of the Company shall, after the Change of Company Name, continue to be evidence of title and valid for all purposes (including for the purposes for trading, settlement, registration and delivery). There will not be any arrangement for exchange of existing share certificates of the Company for new share certificates under the new name of the Company. Share certificates of the Company to be issued after the Change of Company Name having become effective will be in the new name of the Company. The Shares will be traded on the Stock Exchange in the new stock short name after the Change of Company Name has become effective.

Further announcement(s) concerning the effective date of the Change of Company Name and the arrangement for the trading and dealings in the Shares (including the date on which the Shares will commence to be traded under the new stock short names on the Stock Exchange) will be made in due course.

EGM

A notice convening the EGM to be held at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong on Wednesday, 20 January 2016 at 11:00 am is set out on pages 6 and 7 of this circular. A special resolution will be proposed at the EGM to approve, among other things, the Change of Company Name.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkexnews.hk . If you are unable to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the head office and principal place of business of the Company at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, 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 or any adjournment thereof. 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.

VOTING AT EGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the general meeting must be taken by poll. The Company will appoint scrutineers to conduct vote-taking procedures at the EGM. The results of the poll will be published on the Stock Exchange’s website and the Company’s website in accordance with Rule 13.39(5) of the Listing Rules. No Shareholder is required to abstain from voting at the EGM.

RECOMMENDATION

The Board considers that the proposed resolution is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, For and on behalf of the Board of PME Group Limited Lai Ka Fai

Executive Director

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NOTICE OF EGM

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of PME Group Limited (the “ Company ”) will be held at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong on Wednesday, 20 January 2016 at 11:00 am for the purpose of considering and, if thought fit, passing the following resolution as special resolution:

SPECIAL RESOLUTION

“ THAT subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “PME Group Limited” to “China Ever Grand Financial Leasing Group Co., Ltd.” and the Chinese name “中國恒嘉融資租賃集團有限公司” be registered as the secondary name of the Company to replace “必美宜集團有限公司”, which was adopted for identification purpose only, and the directors of the Company be and are hereby authorized to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, consider necessary or expedient in connection with the implementation of or giving effect to any of the foregoing and the transactions contemplated thereunder.”

By order of the Board of PME Group Limited Lai Ka Fai

Executive Director

Hong Kong, 29 December 2015

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business: Room 2203, 22nd Floor Kwan Chart Tower 6 Tonnochy Road Wanchai, Hong Kong

• For identification purpose only

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NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk . In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the head office and principal place of business of the Company at Room 2203, 22nd Floor, Kwan Chart Tower, 6 Tonnochy Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

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

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