Global Brands Group Holding Limited

Transcription

1 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 any other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your Shares in Global Brands Group Holding Limited, you should at once hand this circular, together with the form of proxy enclosed, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. Global Brands Group Holding Limited (Incorporated in Bermuda with limited liability) (Stock Code: 787) (1) SPECIAL DIVIDEND AND SCRIP DIVIDEND SCHEME (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (3) PROPOSED SHARE CONSOLIDATION (4) NOTICE OF SPECIAL GENERAL MEETING The notice convening the special general meeting of Global Brands Group Holding Limited to be held at Ground Floor, Hong Kong Spinners Industrial Building, Phases I & II, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on Friday, 1 March 2019 at 11:30 a.m. or any adjournment thereof is set out on pages N-1 to N-3 of this circular. Irrespective of whether you are able to attend the meeting, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong no less than 48 hours before the time appointed for holding the 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 (or any adjournment thereof) should you so wish. You are reminded not to take bulky items such as luggage, trolleys or large bags to the special general meeting. In order to provide you with a comfortable and a safe environment, you will be requested to leave all such items at the entrance of the special general meeting venue before entering. * for identification purposes only 14 February 2019

2 CONTENT Page DEFINITIONS... 1 EXPECTED TIMETABLE... 6 LETTER FROM THE BOARD Introduction Special Dividend and Scrip Dividend Scheme Proposed Increase in Authorised Share Capital Proposed Share Consolidation Adjustments in Relation to Other Securities of the Company Application for Listing SGM Voting by Way of Poll Responsibility Statement Recommendation NOTICE OF SPECIAL GENERAL MEETING.... N-1 i

3 DEFINITIONS In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings: Award Shares the Shares granted under the Share Award Schemes to certain eligible persons Board Business Day Bye-laws the board of directors of the Company a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a black rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours the bye-laws of the Company currently in force CCASS the Central Clearing and Settlement System established and operated by HKSCC ChinaClear China Securities Depository and Clearing Corporation Limited China Connect Company Consolidated Share(s) controlling shareholder(s) Director(s) Dividend Entitlement Record Date Shanghai Connect and Shenzhen Connect Global Brands Group Holding Limited, a company incorporated in Bermuda with limited liability and whose Shares are listed on the Stock Exchange ordinary share(s) with a nominal value of HK$0.125 each in the share capital of the Company after the Share Consolidation becoming effective shall have the same meaning as set out in the Listing Rules the director(s) of the Company 6 March 2019, the date for the determination of the entitlements of the Special Dividend Existing Share(s) ordinary share(s) with a nominal value of HK$ each in the share capital of the Company before the Share Consolidation becoming effective 1

4 DEFINITIONS Group HKSCC HK$ Hong Kong Increase in Authorised Share Capital Latest Practicable Date Listing Rules Non-Qualifying Shareholder(s) Notice the Company and its subsidiaries, from time to time Hong Kong Securities Clearing Company Limited Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the increase in the authorised share capital of the Company from HK$150,000,000 divided into 12,000,000,000 Existing Shares to HK$500,000,000 divided into 40,000,000,000 Existing Shares by the creation of an additional 28,000,000,000 new Existing Shares 11 February 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular the Rules Governing the Listing of Securities on the Stock Exchange (as amended, supplemented or otherwise modified from time to time) the Overseas Shareholder(s) whom the Directors, after making enquiry, are of the view that it would be necessary or expedient to exclude them from the Scrip Dividend Scheme on account either of legal restrictions under the laws of the relevant jurisdiction or the requirements of the relevant regulatory body or stock exchange in that jurisdiction the notice dated 14 February 2019 convening the SGM as set out on pages N-1 to N-3 of this circular Options the share options granted by the Company to certain eligible persons on 4 November 2014 and 28 May 2015 to subscribe for certain number of Shares, details of which are set out in the Company s announcements dated 4 November 2014 and 28 May 2015 respectively 2

5 DEFINITIONS Overseas Shareholder(s) the Shareholder(s) whose name(s) appear(s) on the Register of Members on the Dividend Entitlement Record Date and whose registered address(es) as shown on such register is (are) outside Hong Kong Possible Offer a possible mandatory general offer for all the issued Shares (other than those already owned by the Controlling Shareholders (and parties acting in concert with them)) which may be made by the Controlling Shareholders under Rule 26.1 of the Takeovers Code in circumstances referred to in the announcement of the Company dated 1 February 2019 PRC Southbound Trading Investors Qualifying Shareholder(s) Register of Members Sale and Purchase Agreement the PRC investors who hold Shares through ChinaClear as nominee under China Connect the Shareholder(s) whose name(s) appear on the Register of Members at the close of business on the Dividend Entitlement Record Date other than the Non-Qualifying Shareholders the register of members of the Company the agreement dated 27 June 2018 entered into between the Company, GBG USA Inc. and Differential Brands Group Inc. relating to the sale and purchase of the Target Business as described in the circular of the Company dated 18 July 2018 Scrip Dividend Scheme the scheme of the Company in relation to the Special Dividend by way of cash and each with an option to elect to receive wholly or partly an allotment and issue of Shares Scrip Shares SGM SGM Record Date new Shares to be allotted, issued and credited as fully paid-up under the Scrip Dividend Scheme the special general meeting of the Company to be held on Friday, 1 March 2019 at 11:30 a.m. 28 February 2019, the date for the determination of the Shareholders right to attend and vote at the SGM 3

6 DEFINITIONS Shanghai Connect Share Award Schemes a securities trading and clearing links programme developed by the Stock Exchange, the Shanghai Stock Exchange, HKSCC and ChinaClear for the establishment of mutual market access between Hong Kong and Shanghai the share award scheme of the Company which was adopted by way of an ordinary resolution passed by the Shareholders at the special general meeting held on 16 September 2014 and the annual general meeting held on 15 September 2016 respectively Share Consolidation the proposed consolidation of every ten (10) Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company Share Option Scheme Share(s) Shareholder(s) Shenzhen Connect Special Dividend Stock Exchange Takeovers Code the share option scheme of the Company which was adopted by way of an ordinary resolution passed by the Shareholders at the special general meeting held on 16 September 2014 the Existing Share(s) or as the context may require, the Consolidated Share(s) shareholder(s) of the Company a securities trading and clearing links programme developed by the Stock Exchange, the Shenzhen Stock Exchange, HKSCC and ChinaClear for the establishment of mutual market access between Hong Kong and Shenzhen the special dividend of HK$0.28 per Share payable to Shareholders whose names appeared on the Register of Members at the close of business on the Dividend Entitlement Record Date The Stock Exchange of Hong Kong Limited The Codes on Takeovers and Mergers and Share Buy-backs, as approved by the Securities and Futures Commission of Hong Kong (as amended, supplemented or modified from time to time) 4

7 DEFINITIONS Target Business US$ all of the Group s North American kids business, all of the Group s North American accessories business, and a majority of the Group s U.S. West Coast and Canadian fashion businesses as described in the circular of the Company dated 18 July 2018 United States dollars, the lawful currency of the United States of America % per cent 5

8 EXPECTED TIMETABLE The expected timetable for the Scrip Dividend Scheme, the Increase in Authorised Share Capital and the Share Consolidation is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates. SGM Latest time for lodging forms of proxy for the SGM....11:30 a.m. on Wednesday, 27 February 2019 Latest time for lodging transfers of Shares in order to qualify for the attendance and voting at the SGM...4:30 p.m. on Thursday, 28 February 2019 SGMRecorddate...Thursday, 28 February 2019 Date and time of the SGM....11:30a.m. on Friday, 1 March 2019 Announcement of voting results of the SGM....Friday, 1 March 2019 Special Dividend Last day of dealings in the Shares on a cum-dividend basis...monday, 4 March 2019 Commencement of dealings in the Shares on an ex-entitlement basis...tuesday, 5 March 2019 Fix the market value of a Scrip Share (discounted five consecutive trading dayaverage)...tuesday, 5 March 2019 to Monday, 11 March 2019 (both days inclusive) Latest time for lodging transfers of Shares for the purpose of determining Shareholders respective entitlements to the Special Dividend...4:30p.m.onWednesday, 6 March 2019 Dividend Entitlement Record Date...Wednesday,6March2019 Expected despatch of Scrip Dividend Scheme circular and election form...thursday, 14 March

9 EXPECTED TIMETABLE Latest time and date for return of the election form...4:30 p.m. on Thursday, 28 March 2019 Expected despatch of Special Dividend warrants or share certificates for Scrip Shares to the eligible Shareholders...Thursday, 4 April 2019 Expected commencement of dealings in the Scrip Shares on the Stock Exchange....9:00 a.m. on Monday, 8 April 2019 The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular. Effective date of the Share Consolidation...Tuesday, 9 April 2019 First day of free exchange of existing share certificates for new share certificates for Consolidated Shares...Tuesday, 9 April 2019 Dealing in the Consolidated Shares commences...9:00 a.m. on Tuesday, 9 April 2019 Original counter for trading in the Existing Shares in board lots of 2,000 Existing Shares (in the form of existing share certificates) temporarily closes...9:00 a.m. on Tuesday, 9 April 2019 Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens...9:00 a.m. on Tuesday, 9 April 2019 Original counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of new share certificates) re-opens...9:00 a.m. on Thursday, 25 April 2019 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences...9:00 a.m. on Thursday, 25 April 2019 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares...9:00a.m. on Thursday, 25 April

10 EXPECTED TIMETABLE Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes...4:10 p.m. on Friday, 17 May 2019 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidation Shares and existing share certificates) ends....4:10 p.m. on Friday, 17 May 2019 Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares...4:10 p.m. on Friday, 17 May 2019 Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares...Tuesday, 21 May

11 LETTER FROM THE BOARD Global Brands Group Holding Limited (Incorporated in Bermuda with limited liability) (Stock Code: 787) Non-Executive Directors: William FUNG Kwok Lun (Chairman) Bruce Philip ROCKOWITZ (Vice Chairman) Hau Leung LEE Executive Director: Richard Nixon DARLING (Chief Executive Officer) Independent Non-executive Directors: Paul Edward SELWAY-SWIFT Stephen Harry LONG Allan ZEMAN Audrey WANG LO Ann Marie SCICHILI Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda Head office and Principal Place of Business in Hong Kong: 9th Floor, LiFung Tower 888 Cheung Sha Wan Road Kowloon Hong Kong 14 February 2019 To the Shareholders Dear Sir or Madam (1) SPECIAL DIVIDEND AND SCRIP DIVIDEND SCHEME (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (3) PROPOSED SHARE CONSOLIDATION (4) NOTICE OF SPECIAL GENERAL MEETING INTRODUCTION We refer to the announcement of the Company dated 1 February 2019 in respect of the Special Dividend and the Scrip Dividend Scheme, the proposed Increase in Authorised Share Capital, the proposed Share Consolidation and the Possible Offer. The purpose of this circular is to provide you with details of (i) the Special Dividend and the Scrip Dividend Scheme, (ii) the proposed Increase in Authorised Share Capital and (iii) the proposed Share Consolidation and to give you the notice of the SGM at which ordinary resolutions will be proposed to approve the proposed Increase in Authorised Share Capital and the proposed Share Consolidation. 9

12 LETTER FROM THE BOARD SPECIAL DIVIDEND AND SCRIP DIVIDEND SCHEME Special Dividend On 31 January 2019, the Board recommended that the Special Dividend to be paid from the proceeds of the sale of the Target Business shall be HK$2.4 billion, representing HK$0.28 per share, which shall be payable in cash to the Shareholders whose names appear on the Register of Members as at the Dividend Entitlement Record Date. The dividend is based on the anticipated final purchase price of US$1.2 billion as disclosed in the Company s circular dated 18 July 2018 and the Company s further announcement dated 28 November The Special Dividend has been adjusted proportionately to take into account the adjustments made to the original purchase price of US$1.38 billion for the Target Business. While the process of finalising the purchase price is ongoing in accordance with the terms of the Sale and Purchase Agreement, the Company does not expect any additional changes to the final purchase price (if any) to be material. The Company expects that it will make the payments to the Shareholders on or about 4 April The Special Dividend will be paid out of the contributed surplus account of the Company lawfully available for distribution. Scrip Dividend Scheme The Special Dividend will be payable in cash. The Qualifying Shareholders may also elect to receive new Scrip Shares in lieu of cash under the Scrip Dividend Scheme. The Scrip Shares will rank pari passu in all respects with the issued Shares existing as at the time of their issue. The Scrip Shares will rank in full for all future dividends and distributions which may be declared, made or paid after the date of their issue, other than the Special Dividend. The Scrip Dividend Scheme will be operated in accordance with the Bye-laws. For the purpose of calculating the number of Scrip Shares to be allotted to the Shareholders pursuant to the Scrip Dividend Scheme, the issue price of a Scrip Share will be calculated on the basis of the average closing price per Share for the 5 consecutive trading days from 5 March 2019 up to and including 11 March 2019 and rounding down such figure to four decimal places, less a discount of 5% on such average closing price (the Discounted Average Closing Price ). 10

13 LETTER FROM THE BOARD The number of Scrip Shares which the Shareholders will receive in respect of the Special Dividend for existing Shares registered in their names as at the Dividend Entitlement Record Date will be calculated as follows: Number of Scrip Shares to be Received (to be rounded down to the nearest whole number) = Number of existing Shares held on the Dividend Entitlement Record Date for which the election for Scrip Shares is made x HK$0.28 (Special Dividend per share) Discounted Average Closing Price The number of Scrip Shares to be issued to the Shareholders pursuant to his/her election will be rounded down to the nearest whole number. No cash in lieu of fractional entitlements to Scrip Shares will be paid to the Shareholders as the Company considers that it is not cost effective to do so after taking into account the amounts of fractional entitlements in cash and the administrative expenses that will be incurred. As such, the fractional entitlements to the Scrip Shares will be disregarded and benefit thereof will accrue to the Company. Scrip Shares issued to a Shareholder pursuant to an election to receive some or all of his/her Special Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of 2,000 Shares). Special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares issued in odd lots. Further details of such arrangement will be included in the circular in relation to the Scrip Dividend Scheme to be despatched to the Shareholders on or around 14 March Shareholders should be aware that odd lots usually trade at a discount to the price of board lots. Actions to be taken by the Shareholders Each Shareholder may elect to receive Scrip Shares in respect of all or part of his/her holding of Shares. No fraction of a Share will be issued. If a Shareholder chooses to take only part of his/her dividends as Scrip Shares, he/she will receive the balance in cash. Further details of the Scrip Dividend Scheme will be set out in a circular which will be sent to the Shareholders on or around 14 March 2019, together with a form of election. Shareholders who wish to elect to receive an allotment of Scrip Shares or partly in cash and partly in Scrip Shares in respect of the Special Dividend must complete, sign and return the forms of election to the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on 28 March The last day for dealing in Shares cum entitlements to the Special Dividend will be 4 March Shareholders are reminded that in order to qualify for the Special Dividend, all transfers of Shares accompanied by the relevant share certificate and 11

14 LETTER FROM THE BOARD transfer forms 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, Wan Chai, Hong Kong not later than 4:30 p.m. on 6 March Subject to (i) the completion of the Increase in Authorised Share Capital and (ii) the grant by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Scrip Shares on the Stock Exchange, it is expected that the cheques for cash entitlements or the share certificates for the Scrip Shares are expected to be despatched on or around 4 April 2019 to the Shareholders by ordinary mail at their own risk. The dealings in the Scrip Shares on the Stock Exchange are expected to commence on or around 8 April Overseas Shareholders Shareholders whose registered addresses are outside Hong Kong as shown in the register of members of the Company on the Dividend Entitlement Record Date (if any) may not be permitted to participate in the Scrip Dividend Scheme if the Directors consider that the circulation of an offer of such election to such Shareholders would or might be unlawful or impracticable and accordingly no form of election will be sent to such Shareholders and they will receive the Special Dividend wholly in cash. Should there be any Shareholder whose registered address is outside Hong Kong as shown in the register of members of the Company on the Dividend Entitlement Record Date, the Company will make enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange for considering whether to exclude such Shareholder from the Scrip Dividend Scheme and it may only exclude such Shareholder on the basis that, having made such enquiry, it would be necessary or expedient to do so. The Directors have made the relevant enquiries and they were advised that the PRC Southbound Trading Investors can participate in the Scrip Dividend Scheme through ChinaClear. ChinaClear will provide nominee services for the PRC Southbound Trading Investors to elect to receive the Scrip Shares in respect of all or part of his/her holding of Shares in accordance with the relevant laws and regulations. The PRC Southbound Trading Investors should seek advice from their intermediary (including broker, custodian, nominee or ChinaClear participants) and/or other professional advisers for details of the logistical arrangements as required by ChinaClear, and provide instructions with such intermediary in relation to the election to receive the Scrip Shares. Reasons for the Scrip Dividend Scheme The Board has proposed a scrip dividend alternative for the Special Dividend in order to afford Shareholders an opportunity to increase their investment in the 12

15 LETTER FROM THE BOARD Company without incurring brokerages fees, stamp duty and related dealing costs. This scrip dividend alternative will also benefit the Company to the extent that any cash which would otherwise have been paid as part of the Special Dividend to any Shareholders who elect to receive scrip in lieu of a cash dividend will instead be retained by the Company for use as working capital. Conditions of the Scrip Dividend Scheme The payment of the Special Dividend under the Scrip Dividend Scheme is conditional upon the following conditions having been satisfied: (i) (ii) completion of the Increase in Authorised Share Capital; and the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Scrip Shares. Completion of the payment of the Special Dividend under the Scrip Dividend Scheme will not take place unless all the above conditions have been satisfied. Intention of the controlling shareholders The controlling shareholders of the Company, namely Dr William Fung Kwok Lun, our Chairman and a non-executive Director, and a trust established for the benefit of the family members of Dr Victor Fung Kwok King (together, the Controlling Shareholders ) who together, directly or indirectly, may exercise or control the exercise of approximately 33.88% of the voting power at general meetings of the Company. The Controlling Shareholders have informed the Board that to show their commitment to the on-going future of the Group, they intend to vote in favour of the Increase in Authorised Share Capital and the Share Consolidation as proposed in this circular. The Controlling Shareholders would also like to take up the proposed scrip dividend allocation in full and re-invest in the Company, but they understand that this proposed re-investment may have regulatory implications under the Takeovers Code. Accordingly, no decision has been made by the Controlling Shareholders in relation to the proposed scrip dividend alternative at this time. If all the Shareholders (including the Controlling Shareholders) take up the proposed scrip dividend alternative entitlement in full, the percentage shareholding of all of the Shareholders (including the Controlling Shareholders) will not change. If the Controlling Shareholders were to elect for the scrip dividend alternative, depending on the take up of the proposed scrip dividend alternative by the other Shareholders, the Controlling Shareholders understand that this may trigger an obligation on the Controlling Shareholders to make a mandatory general offer under 13

16 LETTER FROM THE BOARD the Takeovers Code. Specifically, if completion of the proposed scrip dividend alternative would result in an increase in the shareholding of the Controlling Shareholders of more than 2% of the enlarged issued share capital of the Company immediately following the issue of total number of the scrip dividend shares, a mandatory general offer would be triggered. The Controlling Shareholders have indicated to the Board that they intend to maintain the listing of the Company on the Hong Kong Stock Exchange. Possible Mandatory General Offer As mentioned above, if the Controlling Shareholders were to elect for the scrip dividend alternative and, depending on the take up of the proposed scrip dividend alternative by the other Shareholders, completion of the proposed scrip dividend alternative may result in an increase in the shareholding of the Controlling Shareholders of more than 2% of the enlarged issued share capital of the Company immediately following the issue of total number of the scrip dividend shares. Then, in accordance with the requirements of the Takeovers Code, the Controlling Shareholders will be required to make a mandatory general offer for all the issued Shares (other than those already owned by the Controlling Shareholders (and parties acting in concert with them)) under Rule 26.1 of the Takeovers Code. WARNINGS: There is no assurance that the proposed resolution in relation to the Increase in Authorised Share Capital will be approved, or the Controlling Shareholders will decide to elect to take up their proposed scrip dividend allocation in full, or that their take up will trigger a mandatory general offer under Rule 26.1 of the Takeovers Code. Accordingly, the scrip dividend alternative and the possible mandatory general offer may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s). PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL As at the Latest Practicable Date, the existing authorised share capital of the Company is HK$150,000,000 divided into 12,000,000,000 Existing Shares of HK$ each, of which 8,552,922,729 Existing Shares were in issue and fully paid or credited as fully paid, representing approximately 71.27% of the authorised share capital of the Company. In order to allow the scrip dividend alternative to be made available to Shareholders, the Board proposes to increase the authorised share capital of the Company from HK$150,000,000 divided into 12,000,000,000 Existing Shares to HK$500,000,000 divided into 40,000,000,000 Existing Shares by the creation of an additional 28,000,000,000 Existing Shares, which shall, upon issue and when fully paid, rank pari passu in all respects with the issued Existing Shares. 14

17 LETTER FROM THE BOARD The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the SGM. PROPOSED SHARE CONSOLIDATION The Board proposes to implement, following (i) the completion of the Increase in Authorised Share Capital and (ii) the issue of the Scrip Shares, the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of HK$ each in the existing share capital of the Company will be consolidated into one (1) Consolidated Share of HK$0.125 each. Effects of the Share Consolidation As at the Latest Practicable Date, the authorised share capital of the Company is HK$150,000,000 divided into 12,000,000,000 Existing Shares of par value of HK$ each, of which 8,552,922,729 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of which the Share Consolidation becomes effective, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$500,000,000 divided into 4,000,000,000 Consolidated Shares of par value of HK$0.125 each, of which 855,292,272 Consolidated Shares will be in issue which are fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. Conditions of the Share Consolidation The Share Consolidation is conditional upon: (i) (ii) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation; the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and (iii) the compliance with all relevant procedures and requirements under Bermuda law (where applicable) to effect the Share Consolidation. 15

18 LETTER FROM THE BOARD Assuming the above conditions are fulfilled, it is expected that the Share Consolidation will become effective on 9 April Reasons for the Share Consolidation Under Rule of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the prevailing trading price of the Existing Shares and the possibility that completion of the proposed scrip dividend alternative may result in the trading price further approaching the extremities of HK$0.01, the Board proposes to implement the Share Consolidation. It is expected that the proposed Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange. As a result, the proposed Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules. Save for the relevant expenses, including but not limited to professional fees and printing charge to be incurred by the Company, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interests of the Shareholders. In view of the above, the Board considers that the Share Consolidation are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Fractional Entitlement to Consolidated Shares The Consolidated Shares will be rounded down to a whole number and fractional Consolidated Shares will not be 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 Existing Shares of the Company regardless of the number of share certificates held by such holder. Arrangement on odd lot trading In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint One China Securities Limited, as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Ms. Carmen Wong of One China Securities Limited at 2/F., Cheong K. Building, 86 Des Voeux Road Central, Central, Hong Kong (telephone number: (852) ; fax number: (852) ) during office hours of such period. 16

19 LETTER FROM THE BOARD Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers. Exchange of certificates for Consolidated Shares Subject to the Share Consolidation becoming effective, which is currently expected to be 9 April 2019, Shareholders may on or after 9 April 2019 and until 4:30 p.m. on 21 May 2019 (both days inclusive), submit their existing share certificates in green colour for the Existing Shares to the Company s branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong for exchange for share certificates in blue colour for the Consolidated Shares at the expense of the Company. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the share registrar of the Company for exchange. Thereafter, a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Company s share registrar for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever is higher. With effect from 18 May 2019, trading will only be in Consolidated Shares which share certificates will be issued in blue colour. Existing share certificates in green colour for the Existing Shares will cease to be valid for trading, settlement and registration purpose, but will remain valid and effective as documents of title. ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY As at the Latest Practicable Date, there are (i) outstanding Options for subscription of 98,438,005 Existing Shares under the Share Option Scheme and (ii) 139,397,131 outstanding Award Shares that have been granted under the Share Award Schemes. The issue and allotment of Scrip Shares under the Scrip Dividend Scheme and the proposed Share Consolidation may lead to adjustment to (i) the exercise price of the Options and the number of Consolidated Shares which may fall to be issued upon exercise of the subscription rights attaching to the Options and (ii) the number of outstanding Award Shares that have been granted, such adjustment to be made in accordance with the terms and conditions of the Share Option Scheme, the Share Award Schemes and the Listing Rules. The Company will make further announcement(s) on such adjustment(s) as and when appropriate. Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be. 17

20 LETTER FROM THE BOARD APPLICATION FOR LISTING An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, (i) the Scrip Shares to be issued and (ii) the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective. Subject to the granting of the listing of, and permission to deal in, the Scrip Shares and the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Scrip Shares and 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 Scrip Shares and the Consolidated Shares on the Stock Exchange or 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will also be made for the Scrip Shares and the Consolidated Shares to be admitted into the CCASS established and operated by HKSCC. None of the securities of the Company are 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. SGM The notice of the SGM is set out on pages N-1 to N-3 of this circular. The form of proxy for use at the SGM is enclosed. Irrespective of whether you are able to attend the meeting, please complete the form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 9th Floor, LiFung Tower, 888 Cheung Sha Wan Road, Kowloon, Hong Kong no less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. VOTING BY WAY OF POLL Pursuant to Rule of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The Chairman will therefore demand a poll for every resolution put to the vote of the SGM. Pursuant to the Bye-law 66(2) of the Bye-laws, a poll is demanded by: (i) at least three members present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or 18

21 LETTER FROM THE BOARD (ii) any member(s) present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iii) member(s) present in person or by a duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. 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. RECOMMENDATION The Directors consider that the proposed Increase in Authorised Share Capital and the proposed Share Consolidation are in the interest of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions at the SGM. Yours faithfully, By Order of the Board Global Brands Group Holding Limited William FUNG Kwok Lun Chairman 19

22 NOTICE OF SPECIAL GENERAL MEETING Global Brands Group Holding Limited (Incorporated in Bermuda with limited liability) (Stock Code: 787) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the special general meeting (the Meeting ) of Global Brands Group Holding Limited (the Company ) will be held at Ground Floor, Hong Kong Spinners Industrial Building, Phases I & II, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on Friday, 1 March 2019 at 11:30 a.m. (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 2:00 p.m. on that day, at the same place on Saturday, 2 March 2019 at 11:30 a.m.) for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions: ORDINARY RESOLUTIONS 1. THAT: (a) (b) the authorised share capital of the Company be and is hereby increased from HK$150,000,000 divided into 12,000,000,000 shares of HK$ each in the share capital of the Company ( Share(s) ) to HK$500,000,000 divided into 40,000,000,000 Shares by the creation of an additional 28,000,000,000 new Shares (the Increase in Authorised Share Capital ), which upon issue shall rank pari passu in all respects with all existing Shares; and any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents, instruments, agreements and deeds (including affixing the seal of the Company in accordance with the bye-laws of the Company to), as he/she may in his/her absolute discretion consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital. N-1

23 NOTICE OF SPECIAL GENERAL MEETING 2. THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the Stock Exchange ) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the Share Consolidation ): (a) with effect from 9 April 2019: (i) every ten (10) issued and unissued ordinary shares of par value of HK$ each in the share capital of the Company be consolidated into one (1) ordinary share of par value of HK$0.125 each (each a Consolidated Share ), such Consolidated Shares 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 bye-laws of the Company; and (ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and (b) the board (the Board ) of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents (including affixing the seal of the Company in accordance with the bye-laws of the Company to), as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation. By Order of the Board Global Brands Group Holding Limited Joyce NG Sau Kuen Company Secretary Hong Kong, 14 February 2019 Notes: 1. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. 2. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such an event, the instrument appointing a proxy shall be deemed to be revoked. N-2

24 NOTICE OF SPECIAL GENERAL MEETING 3. The record date for determining shareholders right to attend and vote at the Meeting is Thursday, 28 February Shareholders whose names appear on the Register of Members of the Company on Thursday, 28 February 2019 are entitled to attend and vote at the Meeting. In order to qualify for the event, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen s Road East Road, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 28 February Bad weather arrangements: The Meeting will be held on Friday, 1 March 2019 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day. However, if a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 2:00 p.m. on Friday, 1 March 2019, the Meeting will not be held on that day but will be automatically postponed and, by virtue of this notice, be held at the same place on Saturday, 2 March 2019 at 11:30 a.m. instead. Shareholders may call the hotline at (852) or visit the website of the Company at for details of the postponement and alternative meeting arrangements. Shareholders should make their own decision as to whether they would attend the Meeting under bad weather conditions having regard to their own situation and if they should choose to so do, they are advised to exercise care and caution. N-3