Hong Kong Exchanges and Clearing Limited and The 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.

(1) DETERMINATION OF SPECIAL WITH SCRIP DIVIDEND ALTERNATIVE (2) PROPOSED INCREASE IN AUTHORISED (3) PROPOSED CONSOLIDATION OF SHARES (4) INSIDE INFORMATION ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE IN RELATION TO A POSSIBLE MANDATORY GENERAL OFFER

The Board wishes to announce 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 (the “Special Dividend”). The dividend is based on the anticipated final purchase price of US$1.2 billion as disclosed in the ’s circular dated 18 July 2018 and the Company’s further announcement dated 28 November 2018. 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.

Unless otherwise defined, capitalised terms have the same meanings as defined in the Company’s circular dated 18 July 2018.

The special dividend shall be payable in cash, with a potential scrip dividend alternative. In order to allow the scrip dividend alternative to be made available to , the Company will need to increase its authorised share capital (the “Increase in Authorised Share Capital”). The Increase in Authorised Share Capital shall be subject to Shareholders’ approval which will be sought at a special general meeting (“Special General Meeting”) expected to be held on Friday, 1 March 2019.

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The Board also proposes to effect a consolidation of the Company’s share capital (the “Share Consolidation”) on the basis of every 10 existing ordinary shares (the “Existing Shares”), currently having a par value of HK$0.0125 each, into one (1) consolidated ordinary share having a par value of HK$0.125 each (the “Consolidated Share(s)”) following completion of the payment of the Special Dividend and the issue of all the scrip shares pursuant to the proposed scrip dividend alternative.

The Controlling Shareholders (as defined below) 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 The Code on Takeovers and Mergers and Share Buy- backs (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 of 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.

Whilst no final decision has been made by the Controlling Shareholders, 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 (other than those already owned by the Controlling Shareholders (and parties acting in concert with them)) under Rule 26.1 of the Takeovers Code.

This announcement is also made by the Company pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

Determination of the Special Dividend with Scrip Dividend Alternative

The Board wishes to announce 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. The dividend is based on the anticipated final purchase price US$1.2 billion as disclosed in the Company’s circular dated 18 July 2018 and the Company’s further announcement dated 28 November 2018. The Special Dividend has been

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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 Board has also proposed a scrip dividend alternative for the Special Dividend in order to afford Shareholders an opportunity to increase their investment in the Company without incurring brokerages fees, stamp duty and related dealing costs. Subject to the Shareholders’ approval of the increase in the authorised share capital of the Company (see below), Shareholders will therefore be able to elect to receive their Special Dividend wholly or partly in scrip, in lieu of cash.

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.

To facilitate Shareholders’ re-investment of their entitlement to the Special Dividend in the Company’s Shares, the Board has resolved to offer a 5% discount on the scrip share subscription price (being the average value of the closing prices of one Share on the for the five (5) consecutive days from 5 March 2019 up to and including 11 March 2019) for eligible Shareholders who elect to receive the Special Dividend in scrip.

Proposed Increase in Authorised Share Capital

In order to allow the scrip dividend alternative to be made available to Shareholders, the Company will need to effect the Increase in Authorised Share Capital. The Increase in Authorised Share Capital shall be subject to Shareholders’ approval, which will be sought at the Special General Meeting. The new Shares to be issued pursuant to the scrip dividend alternative are subject to (i) the completion of the Increase in Authorised Share Capital and (ii) the Stock Exchange granting the listing of, and permission to deal in, the new Shares to be issued.

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.

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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 described below) as proposed in this announcement.

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 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 indicted 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.

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Securities of the Company

In compliance with Rule 3.8 of the Takeovers Code, set out below are details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company, together with the number of such securities in issue as at the date of this announcement:

(a) a total of 8,552,922,729 ordinary Shares of HK$0.0125 each are in issue; and

(b) options to subscribe for up to 100,490,637 Shares granted under the Company’s share option scheme adopted on 16 September 2014 are outstanding.

As at the date of this announcement, the Controlling Shareholders hold 2,898,426,240 Shares, representing approximately 33.88% of the total number of issued Shares.

Monthly update

In compliance with Rule 3.7 of the Takeovers Code, the Board will keep the market informed and in any event on a monthly basis by way of an announcement until announcement (i) of firm intention to make an offer under Rule 3.5 of the Takeovers Code; or (ii) of a decision not to proceed with an offer.

Dealings disclosure

For the purpose of the Takeovers Code, the offer period commences on the date of this announcement, being 1 February 2019. In accordance with Rule 3.8 of the Takeovers Code, associates (as defined under the Takeovers Code which includes, among others, any person who owns or controls 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company) of the Controlling Shareholders and of the Company are reminded to disclose their dealings in any relevant securities of the Company pursuant to Rule 22 of the Takeovers Code.

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:

Responsibilities of stockbrokers, banks and other intermediaries

“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 of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with should, in appropriate cases, likewise draw

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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 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 , they should consult their professional adviser(s).

Share consolidation

The Board also proposes to effect the Share Consolidation on the basis of every 10 Existing Shares currently having a par value of HK$0.0125 each into one (1) Consolidated Share following completion of the payment of the Special Dividend and the issue of all the scrip shares pursuant to the proposed scrip dividend alternative.

The Share Consolidation is conditional upon (i) the passing of an ordinary resolution to approve such consolidation by the Shareholders at the Special General Meeting; and (ii) the Stock Exchange granting approval to the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation being effective.

Further information in relation to the proposed Share Consolidation, including (i) the effective date of the Consolidated Shares, (ii) trading arrangements of the Consolidated Shares, (iii) arrangements for the free exchange of certificates, (iv) board lot size and arrangements for odd lot trading and (v) the timetable for the Share Consolidation will be included in the Circular.

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Proposed despatch of Circular and Special General Meeting

A circular containing the information relating to the proposed scrip dividend alternative, the Increase in Authorised Share Capital and the Share Consolidation as described above (the “Circular”) is expected to be despatched on or about Thursday, 14 February 2019. It is expected that the Special General Meeting will be held on Friday, 1 March 2019.

Record Dates and Other Relevant Expected Dates

For the purpose of determining Shareholders’ eligibility to attend and vote at the Special General Meeting, and entitlement to the Special Dividend, the relevant expected dates are set out below:

(i) For determining Shareholders’ eligibility to attend and vote at the Special General Meeting:

• Latest time to lodge 11:30 a.m. on Wednesday, forms of proxy for the 27 February 2019 Special General Meeting

• Latest time to lodge 4:30 p.m. on Thursday, 28 February transfer documents for 2019 registration

• Record date Thursday, 28 February 2019

• Date and time of the 11:30 a.m. on Friday, 1 March 2019 Special General Meeting

• Announcement of Friday, 1 March 2019 voting results of the Special General Meeting

In order to be eligible to attend the Special General Meeting, Shareholders should ensure that all transfers accompanied by the relevant transfer certificates are lodged with the Company’s Hong Kong branch share registrar, Tricor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 28 February 2019.

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(ii) For determining entitlement to the Special and other relevant expected dates:

• Last day of dealings in Monday, 4 March 2019 the Shares on a cum- dividend basis

• Commencement of Tuesday, 5 March 2019 dealings in the Shares on an ex-entitlement basis

• Fix the market value of a Tuesday, 5 March 2019 to Monday, scrip share (discounted 11 March 2019 (both days inclusive) five consecutive trading day average)

• Latest time to lodge 4:30 p.m. on Wednesday, 6 March transfer documents for 2019 registration

• Record date Wednesday, 6 March 2019

• Despatch of scrip On or about Thursday, 14 March 2019 dividend scheme circular and election form

• Closing time for return of 4:30 p.m. on or about Thursday, election form 28 March 2019

• Despatch of dividend Thursday, 4 April 2019 cheques and/or definitive share certificates

• Commencement of 9:00 a.m. on Monday, 8 April 2019 dealings in the scrip shares on the Stock Exchange

In order to qualify for the Special Dividend, Shareholders should ensure that all transfers accompanied by the relevant transfer certificates are 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, for registration not later than 4:30 p.m. on Wednesday, 6 March 2019.

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The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this announcement.

• Effective date of the Share Tuesday, 9 April 2019 Consolidation

• First day of free exchange of existing Tuesday, 9 April 2019 share certificates for new share certificates for Consolidated Shares

• Dealing in the Consolidated Shares 9:00 am on Tuesday, commences 9 April 2019

• Original counter for trading in the 9:00 am on Tuesday, Existing Shares in board lots of 2,000 9 April 2019 Existing Shares (in the form of existing share certificates) temporarily closes

• Temporary counter for trading in the 9:00 am on Tuesday, Consolidated Shares in board lots of 9 April 2019 200 Consolidated Shares (in the form of existing share certificates) opens

• Original counter for trading in the 9:00 am on Thursday, Consolidated Shares in board lots of 25 April 2019 2,000 Consolidated Shares (in the form of new share certificates) re- opens

• Parallel trading in the Consolidated 9:00 am on Thursday, Shares (in the form of new share 25 April 2019 certificates for the Consolidated Shares and existing share certificates) commences

• Designated broker starts to stand in 9:00 am on Thursday, the market to provide matching 25 April 2019 services for odd lots of the Consolidated Shares

• Temporary counter for trading in the 4:10 pm on Friday, Consolidated Shares in board lots of 17 May 2019 200 Consolidated Shares (in the form of existing share certificates) closes

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• Parallel trading in the Consolidated 4:10 pm on Friday, Shares (in the form of new share 17 May 2019 certificates for the Consolidation Shares and existing share certificates) ends

• Designated broker ceases to stand in 4:10 pm on Friday, the market to provide matching 17 May 2019 services for odd lots of the Consolidated Shares

• Last day for free exchange of existing Tuesday, 21 May 2019 share certificates for new share certificates for the Consolidated Shares

A detailed timetable summarising the other events in relation to the Special Dividend with scrip dividend alternative, Increase in Authorised Share Capital and Share Consolidation will be included in the Circular.

By Order of the Board Global Brands Group Holding Limited William FUNG Kwok Lun Chairman

Hong Kong, 1 February 2019

As at the date of this announcement, the Board comprises three Non- executive Directors, namely William Fung Kwok Lun (Chairman), Bruce Philip Rockowitz (Vice Chairman) and Hau Leung Lee, one Executive Director, namely Richard Nixon Darling (Chief Executive Officer) and five Independent Non-executive Directors, namely Paul Edward Selway-Swift, Stephen Harry , Allan Zeman, Audrey Wang Lo and Ann Marie Scichili.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, 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 statements in this announcement misleading.

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