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Esprit Holdings Limited M&A Activity 2017

Oct 3, 2017

49132_rns_2017-10-03_ee1a2096-b54f-4478-9ea6-27ee9d46e523.pdf

M&A Activity

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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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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

This announcement is made by The Grande Holdings Limited (the “ Company ”) pursuant to Rule 2.1 of the Code on Takeovers and Mergers (the “ Takeovers Code ”).

Reference is made to the joint announcement issued by the Company and Wealth Warrior Global Limited (the “ Offeror ”) on 28 September 2017 (the “ Joint Announcement ”) in relation to, among other things, the mandatory unconditional cash offer by BaoQiao Partners Capital Limited for and on behalf of the Offeror to acquire all of the issued shares in the Company (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) (the “ Offer ”). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.

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The board of directors of the Company (the “ Board ”) hereby announces that Gram Capital Limited (the “ Independent Financial Adviser ”), a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, has been appointed as the independent financial adviser to advise the Independent Board Committee in respect of the Offer and, in particular, as to whether the terms of the Offer are fair and reasonable and as to acceptance of the Offer. The appointment of the Independent Financial Adviser has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code. The advice of the Independent Financial Adviser and the recommendation of the Independent Board Committee will be included in the Composite Document to be despatched to the Shareholders in accordance with the Takeovers Code.

By Order of the Board The Grande Holdings Limited Francis Hui Company Secretary

Hong Kong, 3 October 2017

As at the date of this announcement, the executive Directors are Mr. Hon Tak Kwong, Mr. Michael Andrew Barclay Binney and Mr. Manjit Singh Gill; the non-executive Director is Mr. Eduard William Rudolf Helmuth Will; and the independent non-executive Directors are Mr. Lau Ho Kit, Ivan and Mr. Chen Xiaoping.

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