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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in GET Holdings Limited (‘‘Company’’), you should at once hand this circular and the accompanying form of proxy 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. This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of the Company. GET HOLDINGS LIMITED 智易控 股 有 限 公 司* (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock code: 8100) (1) MAJOR AND CONNECTED TRANSACTION: ACQUISITION OF 14.677% INTEREST IN A NON-WHOLLY OWNED SUBSIDIARY; (2) INTERNAL RESTRUCTURING; AND (3) NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee is set out on pages 29 to 30 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 31 to 53 of this circular. A notice convening the SGM to be held at 10:30 a.m. on Tuesday, 15 December 2015 at 5/F, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed herein. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. 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, and in such case, the form of proxy previously submitted shall be deemed to be revoked. This circular will remain on the GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least seven days from the date of its publication and on the Company’s website at www.geth.com.hk. * For identification purposes only 23 November 2015 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. – i – CONTENTS Page Definitions ...................................................................... 1 Letter from the Board ........................................................... 6 Letter from the Independent Board Committee .................................. 29 Letter from the Independent Financial Adviser .................................. 31 Appendix I — Financial Information on the Group ........................ I-1 Appendix II — Financial Information on the Boom Max Group Appendix II-A — Accountants’ Report on Imidea Limited ..................... II-A-1 Appendix II-B — Accountants’ Report on IObit Limited ...................... II-B-1 Appendix II-C — Accountants’ Report on Both Talent International Limited ................................................... II-C-1 Appendix II-D — Accountants’ Report on the Target Group .................. II-D-1 Appendix III — Unaudited pro forma financial information on the Enlarged Group ................................... III-1 Appendix IV — Business Valuation .......................................... IV-1 Appendix V — General information ........................................ V-1 Notice of the SGM .............................................................. SGM-1 – ii – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: ‘‘Access Magic’’ Access Magic Limited, one of the Vendors and a company incorporated in the BVI which is principally engaged in investment holding and beneficially 100% owned by Mr. Dong Yuguo, being one of the Warrantors and a director of some of the subsidiaries of the Company ‘‘Ace Source’’ Ace Source International Limited, one of the Vendors and a company incorporated in the BVI which is principally engaged in investment holding and beneficially 100% owned by Mr. Xue, being one of the Warrantors, an executive Director and the chief executive officer of the Company and a director of some of the subsidiaries of the Company ‘‘Acquisition’’ the proposed acquisition of the Sale Shares by the Company from the Vendors pursuant to the Acquisition Agreement ‘‘Acquisition Agreement’’ the Original Acquisition Agreement (as varied and supplemented by the Supplemental Acquisition Agreement) ‘‘Apperience’’ Apperience Corporation, an exempted company incorporated in the Cayman Islands, which held 100% of the issued share capital of Boom Max as at the date of the Original Acquisition Agreement and will cease to hold any interest in Boom Max immediately after the Restructuring ‘‘associate(s)’’ hasthemeaningascribedtoitintheGEMListingRules ‘‘Board’’ the board of Directors ‘‘Boom Max’’ or Boom Max International Limited, a company incorporated ‘‘Target Company’’ in the BVI with limited liability ‘‘Boom Max Group’’ or Boom Max and its subsidiaries ‘‘Target Group’’ ‘‘Business Valuation’’ the business valuation on the Boom Max Group showing the fair value of the Boom Max Group as at 30 June 2015 prepared by an independent valuer approved by the Company, the report of which is set out in Appendix IV to this circular ‘‘BVI’’ the British Virgin Islands – 1 – DEFINITIONS ‘‘Company’’ GET Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued shares of which are listed on GEM ‘‘Completion’’ completion of the Acquisition ‘‘Completion Date’’ the date on which Completion is to take place, which shall be the third business day after the last outstanding condition precedent to Completion (other than those condition(s) precedent which can only be fulfilled upon Completion) shall have been fulfilled or waived (or such other date as the Company and the Vendors shall agree in writing) ‘‘connected person(s)’’ hasthemeaningascribedtoitintheGEMListingRules ‘‘Consideration’’ the total consideration payable by the Company to the Vendors for the purchase of the Sale Shares pursuant to the Acquisition Agreement, which would be satisfied partly in cash, partly by the creation and issue of the Convertible Notes and partly by the allotment and issue, credited as fully paid, of the Consideration Shares ‘‘Consideration Shares’’ an aggregate of 250,693,999 Shares which shall be allotted and issued, credited as fully paid, at the issue price of HK$0.30 per Consideration Share to the Vendors on the Completion Date ‘‘Conversion Price’’ HK$0.30, being the initial conversion price for the subscription of one Conversion Share upon the exercise of the Conversion Rights attaching to the Convertible Notes, subject to adjustments under the terms and conditions of the Convertible Notes ‘‘Conversion Right(s)’’ the right(s) of the Noteholder to convert the whole or part of the outstanding principal amount of the Convertible Notes into Conversion Shares subject to the terms and conditions of the Convertible Notes ‘‘Conversion Share(s)’’ the new share(s) of the Company to be allotted and issued to the Noteholder(s) upon the exercise of the Conversion Rights attaching to the Convertible Notes ‘‘Convertible Notes’’ the zero coupon convertible notes in the principal amount of HK$75,208,200 due on, subject to the conditions attached to the Convertible Notes, the Maturity Date ‘‘Director(s)’’ the director(s) of the Company – 2 – DEFINITIONS ‘‘Enlarged Group’’ the group of companies consisting of the Company and its subsidiaries after Completion ‘‘First Announcement’’ the announcement of the Company dated 13 August 2015 in connection with the Acquisition ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM ‘‘Group’’ the

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