Speedy Global : Announcements and Notices - Announcement Pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 of the Listing Rules and Part Xiva of the Securities and Futures Ordinance Resumption of Trading

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 540)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND

PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE

RESUMPTION OF TRADING

This announcement is made pursuant to Rule 3.7 of The Code on Takeovers and Mergers ("Takeovers Code"), Rule 13.09 of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("Stock Exchange") and Part XIVA of the Securities and Futures Ordinance (Cap. 571, the Laws of Hong Kong).

The board of directors ("Board") of Speedy Global Holdings Limited ("Company") wishes to inform the shareholders of the Company ("Shareholders") and potential investors that, as informed by Mr. Huang Chih Shen ("Mr. Huang"), chairman, chief executive officer, executive director and controlling shareholder of the Company and Mr. Chan Hung Kwong, Patrick ("Mr. Chan"), executive director of the Company, that Sky Halo Holdings Limited (a company beneficially and wholly-owned by Mr. Huang ("Sky Halo")), Mr. Chan, Ms. Tang Wai Shan ("Ms. Tang") and Mr. Au Wai Shing ("Mr. Au") (together "Selling Shareholders") entered into a memorandum of understanding ("MOU") on 5 January 2018 with an independent third party ("Potential Purchaser") regarding the possible sale of 402,550,665 ordinary shares in the share capital of the Company, representing approximately 67.09% of the entire issued share capital of the Company held by the Selling Shareholders as at the date of this announcement ("Possible Transaction"). The Potential Purchaser and its beneficial owners are third parties independent to and not connected with the Company and its connected persons (as defined under the Listing Rules).

MOU

The Possible Transaction is subject to the further negotiation and execution of a formal sale and purchase agreement between the parties. Under the MOU, the Selling Shareholders shall not directly or indirectly negotiate or agree with any other party relating to the Possible Transaction for a period commencing from the date of the MOU up to and including 29 March 2018 ("Exclusive Period"). The MOU shall terminate upon (i) expiry of the Exclusive Period or (ii) execution of the formal agreement relating to the Possible Transaction, whichever is earlier.

Pursuant to the MOU, an earnest money of HK$20 million ("Earnest Money") was paid to the Selling Shareholders upon signing of the MOU. If the parties have not entered into formal agreement on or before 26 January 2018, an additional earnest money of HK$40 million ("Additional Earnest Money") will be paid to the Selling Shareholders thereupon. If the parties have not entered into formal agreement on or before expiry of the Exclusive Period, the Earnest Money and the Additional Earnest Money may be refunded to the Potential Purchaser under certain circumstances, otherwise they shall be absolutely forfeited to the Selling Shareholders.

The MOU does not create legally binding obligations on the parties in relation to the Possible Transaction but is legally binding as to such terms relating to Exclusive Period, Earnest Money, Additional Earnest Money, confidentiality, expenses and governing law.

Save for the MOU, no formal or legally binding agreement has been entered into between the Selling Shareholders and the Potential Purchaser or any other parties in respect of the Possible Transaction.

If the Possible Transaction materialises, it will lead to a change in control of the Company and a mandatory general offer under Rule 26.1 of the Takeovers Code. As at the date of this announcement, no formal agreements have been entered into in respect of the Possible Transaction, and the discussion is still in progress and the Possible Transaction may or may not proceed.

As at the date of this announcement, the Company has 600,000,000 ordinary shares ("Share(s)") in issue. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

Sky Halo currently directly and beneficially holds 327,242,688 Shares, Mr. Chan currently directly and beneficially holds 33,031,758 Shares, Ms. Tang currently directly and beneficially holds 15,428,853 Shares and Mr. Au currently directly and beneficially holds 26,847,366 Shares, representing approximately 54.54%, 5.51%, 2.57% and 4.47% respectively of the entire issued share capital of the Company as at the date of this announcement. The Selling Shareholders together holds 402,550,665 Shares, representing approximately 67.09% of the entire issued share capital of the Company as at the date of this announcement.

MONTHLY UPDATE

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

DEALING DISCLOSURE

For the purposes of the Takeovers Code, the offer period is deemed to commence on the date of this announcement, being 5 January 2018.

The associates (as defined in the Takeovers Code including but not limited to any person holding 5% or more of a class of relevant securities) of the Company are hereby reminded to disclose their dealings in any securities of the Company under Rule 22 of the Takeovers Code.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

"Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."

WARNINGS: There is no assurance that the Possible Transaction will materialise or eventually be consummated and the relevant discussions may or may not lead to a general offer under Rule 26.1 of Takeovers Code. The Possible Transaction 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).

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 1:00 p.m. on 5 January 2018 pending release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 8 January 2018.

By order of the Board Speedy Global Holdings Limited

Huang Chih Shen

Chairman

Hong Kong, 5 January 2018

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

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.