Aceso Life Science Group Limited — M&A Activity 2012

Dec 21, 2012

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.

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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

MEMORANDUM OF UNDERSTANDING RELATING TO A POSSIBLE ACQUISITION AND NOTIFIABLE AND CONNECTED TRANSACTION

This Announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

The Board wishes to announce that on 21 December 2012 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, entered into the MOU with the Vendor and the Target Company in relation to the Proposed Acquisition with details set out below. The MOU and the negotiations undertaken in relation thereto are non-legally binding on the parties except for such provisions in the MOU as specified in this Announcement.

The Target Company is a company incorporated in the British Virgin Islands with limited liability. The Target Company wholly owns New Style which wholly owns Xinjiang Xinpin and through Xinjiang Xinpin wholly owns the Target Land.

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It is expected that the Proposed Acquisition, if proceeded with, would constitute a notifiable and connected transaction for the Company under the Listing Rules. In this regard, the Company will comply with the relevant reporting, announcement and/or independent Shareholders’ approval requirements under the Listing Rules.

The Board wishes to emphasize that no binding agreement in relation to the Proposed Acquisition has been entered into as at the date of this Announcement. Shareholders and/or investors should note that the Proposed Acquisition contemplated under the MOU may or may not proceed. If the Proposed Acquisition materialises, it may constitute a notifiable and connected transaction on the part of the Company. Accordingly, Shareholders are advised to exercise caution when trading in the Shares. Further announcement in respect of the Proposed Acquisition will be made by the Company in the event where the Formal Agreement in relation to the Proposed Acquisition has been entered into by the Company.

This Announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.

MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION

The Board wishes to announce that on 21 December 2012 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, entered into the MOU with the Vendor and the Target Company in relation to the Proposed Acquisition.

PRINCIPAL TERMS OF THE MOU

(i) Assets to be acquired

Pursuant to the MOU, the Purchaser intends to acquire from the Vendor, and the Vendor intends to sell to the Purchaser, the entire issued share capital of the Target Company.

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(ii) Consideration

The consideration for the Proposed Acquisition will be determined and agreed between the Purchaser and the Vendor at a later stage. Pursuant to the MOU, a refundable deposit (the “ Refundable Deposit ”) of HK$150,000,000 shall be payable by the Purchaser to the Vendor within 5 business days after the signing of the MOU, whilst the interest of the Target Company shall be pledged in favour of the Purchaser for securing the Refundable Deposit. The Vendor should apply for all necessary and requisite registrations and approvals relating to the said pledge within 60 business days after the payment of the Refundable Deposit by the Purchaser to the Vendor (the “ Pledge Completion Date ”). If the Vendor fails to pledge the interest of the Target Company to the Purchaser by the Pledge Completion Date, the Vendor shall repay in full the Refundable Deposit to the Purchaser within 5 business days after the Pledge Completion Date, in which case all other terms of the MOU will not be affected.

In addition, in the event where any relevant Hong Kong or other regulatory authorities (including, but not limited to, the Stock Exchange) does not approve the Proposed Acquisition or any part thereof, the Vendor shall repay in full the Refundable Deposit to the Purchaser within 5 business days after the Vendor is notified of the said objection, without prejudice to all other terms of the MOU.

(iii) Conditions Precedent to the Proposed Acquisition

Completion of the Proposed Acquisition is conditional upon, among other things, the following:

• (1) the Purchaser having received a valuation report issued by such international valuer to be agreed between the Purchaser and the Vendor in relation to the Target Land, such report to cover such matters relating to the Target Land as requested by the Purchaser and to comply with the relevant requirements of the Listing Rules;

• (2) all requisite approvals, consent and authorisations required under all applicable laws and regulations (including, without limitation, all applicable PRC and Hong Kong laws and regulations), the Stock Exchange and the Listing Rules in relation to the Proposed Acquisition and/or acquisition of the Target Group having been duly obtained; and

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• (3) the Purchaser having conducted and completed due diligence on all business, technical, legal and financial matters, and all such other matters as deemed necessary by the Purchaser in its absolute discretion, in relation to the Target Group, and the Purchaser being satisfied with the results of such due diligence in its absolute discretion.

(iv) Exclusivity

The Purchaser shall, for the duration of the Validity Period, have the sole and exclusive right to negotiate with the Vendor with the aim of agreeing and executing a definitive agreement in relation to the Proposed Acquisition. During the Validity Period, neither the Vendor nor its related entities shall (i) enter into any agreement or conduct any discussions or negotiations with any other person or entity (other than the Purchaser or its affiliates) in relation to any acquisition of the Target Group (including any member of the Target Group and/or the Target Land); or (ii) take part, in whatever form or manner, in any transaction relating to the acquisition of the Target Group (including any member of the Target Group and/or the Target Land) or any other similar transactions, save and except for any such transactions involving the Purchaser or its affiliates.

(v) Due Diligence

The Vendor agrees that the Purchaser’s representatives and advisers (including its legal advisers, financial advisers and other representatives) shall have the right to conduct due diligence on the Target Group (including, without limitation, the Target Land) with effect from the date of the MOU.

(vi) Validity Period

The MOU shall be valid for the duration of the Validity Period. If the Purchaser and the Vendor fail to enter into a Formal Agreement in relation to the Proposed Acquisition within the Validity Period, the Vendor shall return to the Purchaser the Refundable Deposit upon 5 business days after the Validity Date and, save for the Vendor’s obligations to return to the Purchaser the Refundable Deposit as set out in the MOU, the MOU shall be immediately terminated and cease to be of effect.

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As at the date of this Announcement, no definitive terms have been agreed and no legally binding agreement has been entered into between the Purchaser and the Vendor in relation to the Proposed Acquisition. Save for the provisions relating to consideration, exclusivity, Validity Period, confidentiality, the nature of the MOU, fees and expenses and governing law, the terms of the MOU and the negotiations undertaken in relation thereto are not legally binding on the Purchaser and the Vendor.

INFORMATION ON THE TARGET COMPANY AND TARGET LAND

As at the date of this Announcement, the Target Company is wholly-owned by the Vendor, which is in turn owned as to 60% by Mr. Yau and owned as to 40% by Ms. Fan. Both Mr. Yau and Ms. Fan are directors of the indirect wholly-owned subsidiaries of the Company. The Target Company is a company incorporated in the British Virgin Islands with limited liability. The Target Company wholly owns New Style which wholly owns Xinjiang Xinpin and through Xinjiang Xinpin wholly owns the Target Land.

REASONS FOR THE PROPOSED ACQUISITION

The Group is engaged in the design, manufacturing and sales of packaging products. As part of its future strategy, the Company is also looking to expand into the natural gas and oil industry.

The Company is of the view that there is potential upward adjustment in the value of the Target Land, resulting in potential enhancement of the value of the Company. In addition the Company considers the Target Land to potentially add value to the Group’s strategic development and future operations.

LISTING RULES IMPLICATIONS FOR POSSIBLE TRANSACTIONS UNDER MOU

As at the date of this Announcement, Mr. Yau is the director of Xinjiang Hao Tian Western Investments Co., Ltd.（新疆昊天西部投資有限公司）and Xinjiang Hao Tian Heng Ye Trading Developments Co., Ltd.（新疆昊天恆業貿易發展有限公司）, both of which are indirect wholly-owned subsidiaries of the Company. Ms. Fan is also the director of Xinjiang Hao Tian Western Investments Co., Ltd.（新疆昊天西部投資有限公司）. Pursuant to Listing Rule requirements, both Mr. Yau and Ms. Fan are connected persons of the Company. The Vendor is owned as to 60% by Mr. Yau and owned as to 40% by Ms. Fan and is an associate of both Mr. Yau and Ms. Fan. The Vendor is also a connected person of the Company under Listing Rule requirements.

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If the Proposed Acquisition is to proceed, it is expected that the Proposed Acquisition would constitute a notifiable and connected transaction for the Company under the Listing Rules. In this regard, the Company will comply with the relevant reporting, announcement and/or independent Shareholders’ approval requirements under the Listing Rules.

The Board wishes to emphasize that no binding agreement in relation to the Proposed Acquisition has been entered into as at the date of this Announcement. Shareholders and/ or investors should note that the Proposed Acquisition contemplated under the MOU may or may not proceed. If the Proposed Acquisition materialises, it may constitute a notifiable and connected transaction on the part of the Company. Accordingly, Shareholders are advised to exercise caution when trading in the Shares. Further announcement in respect of the Proposed Acquisition will be made by the Company in the event where a Formal Agreement in relation to the Proposed Acquisition has been entered into by the Company.

DEFINITIONS

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

“associate(s)” has the meaning ascribed thereto under the Listing Rules; “Board” means the board of Directors; “Company” means Hao Tian Resources Group Limited, a company incorporated in the Cayman Islands with limited liability whose Shares are listed on the Main Board of the Stock Exchange; “connected person(s)” has the meaning ascribed thereto under the Listing Rules; “Director(s)” means the director(s) of the Company;

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“Formal Agreement” means the formal sale and purchase agreement(s) in relation to the Proposed Acquisition to be entered into between the Vendor and the Purchaser in such form and structure to be agreed between the Vendor and the Purchaser should the Proposed Acquisition proceed; “Group” means the Company and its subsidiaries; “HK$” means Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” means The Hong Kong Special Administrative Region of the PRC; “Listing Rules” means The Rules Governing the Listing of Securities on the Stock Exchange; “Macau” means the Macau Special Administration Region of the PRC; “MOU” means the non-legally binding (save for provisions on exclusivity, Validity Period, confidentiality, nature of the MOU, fees and expenses and governing law) memorandum of understanding dated 21 December 2012 entered into between the Vendor, the Target Company and the Purchaser in relation to the Proposed Acquisition; “Mr. Yau” means Mr. Yau Wai Lung（邱偉隆）; “Ms. Fan” means Ms. Fan Xiao Fang（范小芳）; “New Style” means New Style Corporation Limited（新品有限公司）, a company incorporated in Hong Kong, and a direct whollyowned subsidiary of the Target Company;

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“PRC” means The People’s Republic of China (which for the purpose of this Announcement excludes Hong Kong, Taiwan and Macau); “Proposed Acquisition” means the proposed acquisition by the Purchaser from the Vendor of the entire issued share capital of the Target Company; “Purchaser” means Tenfield Investments Limited（騰飛投資有限公 司）, a company incorporated in the British Virgin Islands with limited liability, and a wholly-owned subsidiary of the Company; “Share(s)” means ordinary share(s) in the share capital of the Company, with a par value of HK$0.05 each; “Shareholder(s)” means the shareholder(s) of the Company; “Stock Exchange” means The Stock Exchange of Hong Kong Limited; “Target Company” means Access Profit Global Enterprises Group Limited（加 裕國際企業集團有限公司）, a company established in the British Virgin Islands with limited liability; “Target Group” means the Target Company and all of its subsidiaries, and the Target Land; “Target Land” means such land of total area of 151,334sq.m. located at 烏魯木齊市甘泉堡工業園區甘露街3號 (No.3 Ganlu Road, Ganquanpu Industrial Park, Urumqi Region) which is proposed to be used for logistic and storage purpose; “Validity Date” 31 March 2013 or such later dates as agreed between the parties to the MOU in writing;

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“Validity Period”

means the validity period of the MOU commencing from the date of the MOU up to (and including) the Validity Date;

“Vendor”

means Wealth Express Global Holdings Limited（首富資 本控股有限公司）*, a company incorporated in the British Virgin Islands, which is owned as to 60% by Mr. Yau and as to 40% by Ms. Fan;

“Xinjiang Xinpin”

means 新疆新品物流有限公司 (Xinjiang Xinpin Logistics Co., Ltd.)**, a company established in the PRC, which is wholly-owned by New Style and which operates the Target Land; and

“%”

means per cent.

By Order of the Board of

HAO TIAN RESOURCES GROUP LIMITED Fok Chi Tak Company Secretary

Hong Kong, 21 December 2012

As at the date of this announcement, the Board comprises two executive Directors, namely Dr. Zhiliang Ou, J.P. (Australia) and Mr. Xu Hai Ying; and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing.

• Chinese name for identification purpose only

• ** English name is translated for identification purpose only

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