Basic House New Life Group Limited — Capital/Financing Update 2018

Feb 1, 2018

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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AL Group Limited 利 駿 集 團（ 香 港 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

DISCLOSEABLE TRANSACTION ACQUISITIONS AND DISPOSAL OF LISTED SECURITIES

THE ACQUISITIONS AND THE DISPOSAL

The Company acquired on-market 430,000 and 318,000 Investment Shares in a series of transactions conducted on 29 December 2017 and 31 January 2018, respectively, at the price between HK$6.94 and HK$7.15 per Investment Share for an aggregate purchase price of HK$5,259,880 (exclusive of transaction costs).

The Company disposed of on-market 430,000 Investment Shares conducted on 15 January 2018, at the price of HK$7.18 per Investment Share for a gross sale proceeds of HK$3,087,400 (exclusive of transaction costs).

IMPLICATIONS UNDER THE GEM LISTING RULES

The relevant applicable percentage ratios (as defined under the GEM Listing Rules) for the First Acquisition is less than 5%, and is not subject to any disclosure requirements under Chapter 19 of the GEM Listing Rules. However, pursuant to Rule 19.22 of the GEM Listing Rules, the First Acquisition and the Second Acquisition shall be aggregated as if they were one transaction for the purpose of Chapter 19 of the GEM Listing Rules. As the relevant applicable percentage ratios (as defined under the GEM Listing Rules) for the First Acquisition and the Second Acquisition (in aggregate) are more than 5% but less than 25%, the First Acquisition and the Second Acquisition (in aggregate) constitute a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.

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THE ACQUISITIONS AND THE DISPOSAL

The Company acquired on-market 430,000 Investment Shares in a series of transactions conducted on 29 December 2017, at the price between HK$6.94 to HK$6.95 per share for an aggregate purchase price of approximately HK$2,986,200 (exclusive of transaction costs).

The Company subsequently disposed of on-market such 430,000 Investment Shares conducted on 15 January 2018, at the price of HK$7.18 per share for a gross sale proceeds of approximately HK$3,087,400 (exclusive of transaction costs). The Company is expected to recognize a gain of approximately HK$101,200 which is calculated on the basis of the difference between the aggregate purchase price and the disposal price (exclusive of the transaction costs).

The Company further acquired on-market 318,000 Investment Shares in a series of transactions conducted on 31 January 2018, at the price between HK$7.14 to HK$7.15 per share for an aggregate purchase price of approximately HK$2,273,680 (exclusive of transaction costs).

Each of the First Acquisition, Second Acquisition and the Disposal was made by the Company in the open market through its broker, the Company was not aware of the identities of the sellers (in the case of the First Acquisition and Second Acquisition) and the buyers (in the case of the Disposal) of the Investment Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers (in the case of the First Acquisition and Second Acquisition) and the buyers (in the case of the Disposal) of the Investment Shares and their respective ultimate beneficial owners are Independent Third Parties.

Assets acquired and disposed of

The Company acquired a total of 748,000 Investment Shares in a series of transactions conducted on 29 December 2017 and 31 January 2018, and disposed of 430,000 Investment Shares conducted on 15 January 2018, representing approximately 0.10% and 0.06%, respectively, of the total issued share capital of Sheng Ye (based on the total number of 740,000,000 issued share capital of Sheng Ye as at 31 December 2017 according to the monthly return of Sheng Ye dated 3 January 2018).

Consideration

The aggregate purchase price of the Investment Shares and the gross sale proceeds from the Disposal (both excluding transaction costs) are approximately HK$5,259,880 and HK$3,087,400, respectively, which were payable and receivable in cash on settlement. The consideration for each of the First Acquisition, Second Acquisition and the Disposal represented the market price of the Investment Shares at the time of the First Acquisition, Second Acquisition and the Disposal.

The First Acquisition and Second Acquisition were funded by internal resources of the Company.

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REASONS FOR AND BENEFITS OF THE ACQUISITIONS AND DISPOSAL

The Company is an investment holding company. The Group is principally engaged in the provision of interior design and fit out solutions, as well as overall project management in Hong Kong.

The Directors are of the view that the First Acquisition, Second Acquisition and the Disposal were made in line with a view of maximizing the return of idle cash when investment opportunity with growth potential arises. Having considered the proceeds from the Disposal taking into account the consideration for the First Acquisition, the Directors believes that the Group is expected to recognize a gain of approximately HK$101,200 (exclusive of transaction costs) as a result of the First Acquisition and the Disposal.

As each of the First Acquisition, Second Acquisition and the Disposal was made at market price, the Directors are of the view that the First Acquisition, Second Acquisition and the Disposal are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON SHENG YE CAPITAL LIMITED

Sheng Ye is incorporated in the Cayman Islands as an exempted company with limited liability and the shares of which are listed on the GEM of the Stock Exchange (Stock Code: 8469). According to publicly available information, the Sheng Ye is principally engaged in the provision of enterprise financial services offering accounts receivable financing and other related solutions, mainly in the energy, construction and medical sectors in the PRC.

The following financial information is extracted from the prospectus of Sheng Ye for the two financial years ended 31 December:

	Year ended 31 December	Year ended 31 December
	2016	2015
	RMB’000	RMB’000
Revenue	112,791	57,462
Profit before taxation	68,172	51,946
Profit and total comprehensive income for the year	48,008	36,994

As at 30 June 2017, the unaudited total assets of Sheng Ye was approximately RMB1,618,200,000, based on the 2017 interim report of Sheng Ye.

IMPLICATIONS UNDER THE GEM LISTING RULES

The relevant applicable percentage ratios (as defined under the GEM Listing Rules) for the First Acquisition is less than 5%, and is not subject to any disclosure requirements under Chapter 19 of the GEM Listing Rules. However, pursuant to Rule 19.22 of the GEM Listing Rules, the First Acquisition and the Second Acquisition shall be aggregated as if they were one transaction for the purpose of

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Chapter 19 of the GEM Listing Rules. As the relevant applicable percentage ratios (as defined under the GEM Listing Rules) for the First Acquisition and Second Acquisition (in aggregate) are more than 5% but less than 25%, the First Acquisition and Second Acquisition (in aggregate) constitute a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.

DEFINITIONS

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

‘‘Board’’	the board of Directors
‘‘Company’’	AL Group Limited, a company incorporated in the Cayman Islands
	with limited liability, the issued shares of which are listed on the
	Growth Enterprise Market of Stock Exchange (stock code: 8360)
‘‘Director(s)’’	director(s) of the Company
‘‘Disposal’’	the disposal by the Company of 430,000 Investment Shares on the
	Stock Exchange on 15 January 2018 for gross sales proceeds of
	HK$3,087,400 (exclusive of transaction costs)
‘‘First Acquisition’’	the acquisition by the Company of 430,000 Investment Shares in a
	series of transactions on the Stock Exchange on 29 December 2017 for
	an aggregate purchase price of approximately HK$2,986,200 (exclusive
	of transaction costs)
‘‘Group’’	the Company and its subsidiaries
‘‘GEM’’	the Growth Enterprise Market operated by the Stock Exchange
‘‘GEM Listing Rules’’	the Rules Governing the Listing of Securities on the Growth Enterprise
	Market of the Stock Exchange of Hong Kong Limited
‘‘HK$’’	Hong Kong dollars, the lawful currency for the time being of Hong
	Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s Republic
	of China
‘‘Investment Share(s)’’	the ordinary share(s) of HK$0.01 each in the share capital of Sheng Ye
	acquired and/or disposed of by the Company pursuant to the First
	Acquisition, Second Acquisition and/or the Disposal

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• ‘‘PRC’’ the People’s Republic of China, for the purpose of this announcement only, excludes Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Second Acquisition’’ the acquisition by the Company of 318,000 Investment Shares in a series of transactions on the Stock Exchange on 31 January 2018 for an aggregate purchase price of approximately HK$2,273,680 (exclusive of transaction costs)

• ‘‘Sheng Ye’’ Sheng Ye Capital Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8469)

• ‘‘Sheng Ye Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of Sheng Ye

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘%’’ per cent

By Order of the Board AL Group Limited Lam Chung Ho, Alastair Chairman of the Board and executive Director

Hong Kong, 31 January 2018

As at the date of this announcement, the executive Directors are Mr. Yau Chung Ping, Mr. Lam Chung Ho, Alastair and Mr. Wong Kang Man; and the independent non-executive Directors are Mr. Tse Chi Shing, Mr. Kloeden Daniel Dieter and Mr. Tse Wai Hei.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules of The Stock Exchange of Hong Kong Limited 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 announcement 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 announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page on the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www. AL-Grp.com.

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