Esprit Holdings Limited — Proxy Solicitation & Information Statement 2019

Sep 18, 2019

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nimble Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the 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.

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 186)

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO INVESTMENT IN THE TARGET COMPANY BY WAY OF CAPITAL INCREASE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser

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Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Unless the context otherwise requires, all capitalised terms used in this circular have the meanings set out in the section headed ‘‘Definitions’’ of this circular.

A letter from the Board is set out on pages 6 to 19 of this circular and a letter from the Independent Board Committee to the Independent Shareholders is set out on pages 20 to 21 of this circular. A letter from Gram Capital, the Independent Financial Adviser, containing its advice to the Independent Board Committee and Independent Shareholders in relation to the Capital Increase is set out on pages 22 to 33 of this circular.

A notice convening the SGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 10 October 2019 at 4:00 p.m. is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend the SGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not prevent shareholders of the Company from attending and voting at the meeting if they so wish.

Hong Kong, 19 September 2019

CONTENTS

			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .			20
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			22
APPENDIX I	–	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . .	I-1
APPENDIX II	–	ACCOUNTANTS’ REPORT OF THE TARGET COMPANY . .	II-1
APPENDIX III	–	MANAGEMENT DISCUSSION AND ANALYSIS OF
		THE TARGET COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	–	UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
		THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V	–	VALUATION REPORT OF THE TARGET LAND . . . . . . . . . . .	V-1
APPENDIX VI	–	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1
NOTICE OF SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• ‘‘Amended Articles’’

• the amended constitutional document of the Target Company effective upon the approval by the relevant PRC government authority(ies) and the shareholders of the Target Company

• ‘‘Announcement’’

• the announcement of the Company dated 1 August 2019 in relation to, among other things, the Capital Increase

• ‘‘associates’’

• has the same meaning ascribed to it under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

• any day (other than a Saturday, Sunday and statutory holiday) on which banks in the PRC are generally opened for business throughout their normal business hours

• ‘‘Capital Increase’’

• the injection of RMB10,408,200 by the Investor into the capital of the Target Company pursuant to the Capital Increase Agreement

• ‘‘Capital Increase Agreement’’

• the conditional agreement dated 1 August 2019 entered into among the Target Company, the Existing Shareholder and the Investor in relation to the Capital Increase

• ‘‘close associates’’

• has the same meaning ascribed to it under the Listing Rules

• ‘‘Company’’

• Nimble Holdings Company Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability whose Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 186)

• ‘‘Completion’’

• completion of the Capital Increase in accordance with the terms of the Capital Increase Agreement

• ‘‘Completion Date’’

• the day on which Completion takes place

• ‘‘Conditions’’

• the conditions set out under the section headed ‘‘The Capital Increase Agreement – Conditions Precedent’’ in the letter from the Board of this circular

– 1 –

DEFINITIONS

• ‘‘connected person(s)’’

has the same meaning ascribed to it under the Listing Rules

• ‘‘Controlling Shareholder(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Enlarged Group’’

the Company and its subsidiaries as enlarged by the Completion of the Capital Increase and the transactions contemplated thereunder

• ‘‘Existing Shareholder’’ or Guangzhou Minjie Real Estate Development Co., Ltd.*（廣 ‘‘GZ Minjie’’ 州 市 敏 捷 房 地 產 開 發 有 限 公 司 ）, a limited liability company established in the PRC, which owns 100% of the equity interest in the Target Company as at the Latest Practicable Date

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘GZ Investment’’

• Guangzhou Jinxiu Investment Company Limited*（廣州錦 繡投資有限公司）, a limited liability company established in the PRC and an immediate holding company of the Existing Shareholder

• ‘‘GZGZ Real Estate’’’’

‘‘GZGZ Real Estate’’’’ Guangzhou Jinxiu Dadi Real Estate Development Co., Ltd.*（ 廣州錦繡大地房地產開發有限公司 ）, a limited liability company established in the PRC ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Board Committee’’

• an independent committee of the Board comprising all the independent non-executive Directors, namely Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing, established to advise the Independent Shareholders with respect to the Capital Increase Agreement and the transactions contemplated thereunder

– 2 –

DEFINITIONS

• ‘‘Independent Financial Adviser’’ or ‘‘Gram Capital’’

• Gram Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders with respect to the Capital Increase Agreement and the transactions contemplated thereunder

• ‘‘Independent Shareholders’’

• Shareholders other than Mr. Tan, Mr. Deng and their respective associates

• ‘‘Independent Valuer’’

• Cushman & Wakefield Limited, an independent valuer appointed by the Company to value the market value of the Target Land

• ‘‘Investor ’’ Guangzhou Ruihua Property Development Company Limited*（ 廣州市瑞華物業發展有限公司 ）, a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company

• ‘‘Latest Practicable Date’’

• 16 September 2019 being the latest practicable date prior to the printing of this circular, for ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Loan Agreement(s)’’ together, Loan Agreement I and Loan Agreement II

• ‘‘Loan Agreement I’’ the loan agreement in a principal amount of up to RMB243,800,000 dated 1 August 2019 entered into between the Target Company (as borrower) and the Existing Shareholder (as lender)

• ‘‘Loan Agreement II’’ the loan agreement in a principal amount of RMB86,200,000 dated 1 August 2019 entered into between the Target Company (as borrower) and GZ Investment (as lender)

• ‘‘Mr. Deng’’ Mr. Deng Xiangping, an executive Director

– 3 –

DEFINITIONS

‘‘Mr. Tan’’ Mr. Tan Bingzhao, an executive Director, the chairman of the Board and a Controlling Shareholder ‘‘Party(ies)’’ party(ies) to the Capital Increase Agreement ‘‘PBOC’’ the People’s Bank of China ‘‘PRC’’ the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘RMB Benchmark Lending Rate’’ the RMB loan interest rate as published, and as amended from time to time by the PBOC ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘SGM’’ the special general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Capital Increase Agreement and the transactions contemplated thereunder ‘‘Share(s)’’ ordinary share(s) of HK$0.01 in the share capital of the Company ‘‘Shareholder(s)’’ the holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target Company’’ Changsha Ningxiang Minjun Real Estate Development Co., Ltd.*（長沙市寧鄉敏駿房地產開發有限公司）, a company established in the PRC with limited liability whose entire issued share capital is legally and beneficially owned by the Existing Shareholder as at the Latest Practicable Date ‘‘Target Land’’ the land owned by the Target Company as at the Latest Practicable Date, details of which are set out in the section headed ‘‘Information of the Target Company and the Target Land’’ in the letter from the Board of this circular ‘‘Unpaid Capital Contribution’’ the outstanding capital contribution of RMB4,345,000 to be paid by the Existing Shareholder

– 4 –

DEFINITIONS

‘‘US$’’ the United States dollars, the lawful currency of USA ‘‘USA’’ the United States of America ‘‘Valuation Report’’ the valuation report of the Target Land prepared by the Independent Valuer, the text of which is set out in Appendix V to this circular ‘‘%’’ per cent.

• For identification purpose only. The English names are only translations of the official Chinese names. In case of inconsistency, the Chinese names prevail.

– 5 –

LETTER FROM THE BOARD

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

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

(Stock Code: 186)

Executive Directors: Mr. Tan Bingzhao Mr. Deng Xiangping

Independent Non-executive Directors: Dr. Lin Jinying Dr. Lu Zhenghua Dr. Ye Hengqing

Registered Office: Wessex House, 5th Floor, 45 Reid Street, Hamilton HM 12, Bermuda

Principal Place of Business in Hong Kong: Flat C01, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong

19 September 2019

To the Shareholders

Dear Sir or Madam,

(1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO INVESTMENT IN THE TARGET COMPANY BY WAY OF CAPITAL INCREASE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in respect of, among other things, the Capital Increase Agreement and the transactions contemplated thereunder.

– 6 –

LETTER FROM THE BOARD

On 1 August 2019 (after-trading hours), the Investor, an indirect wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with the Existing Shareholder and the Target Company, pursuant to which, the Investor has conditionally agreed to make a capital contribution in the sum of RMB10,408,200 in cash to the registered capital of the Target Company and the Existing Shareholder will pay up the Unpaid Capital Contribution amounting to RMB4,345,000. Upon Completion, the registered capital of the Target Company will increase from RMB10,000,000 to RMB20,408,200, and the Investor will own approximately 51% equity interest in the Target Company.

The purpose of this circular is to provide you with, among other things, (i) further details of the Capital Increase Agreement; (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Capital Increase Agreement and the transactions contemplated thereunder; (iii) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders; (iv) financial information of the Group and the Target Company; (v) the unaudited pro forma financial information of the Enlarged Group; (vi) the valuation report of the Target Land; and (v) the notice of the SGM, in order to enable you to make an informed decision on how to vote at the SGM.

THE CAPITAL INCREASE AGREEMENT

Principal Terms of the Agreement

The principal terms of the Agreement are summarized as follows:

Date: 1 August 2019 (after trading hours) Parties: (i) the Target Company; (ii) the Existing Shareholder; and (iii) the Investor (collectively the ‘‘Parties’’)

The Target Company and the Existing Shareholder are connected persons of the Company. Further information about these parties is set out in the sections headed ‘‘Information of the Target Company and the Target Land’’ and ‘‘Information of the Existing Shareholder’’ below.

The Capital Increase

As at the Latest Practicable Date, the registered capital of the Target Company is RMB10,000,000. Pursuant to the Capital Increase Agreement, the Investor has conditionally agreed to inject a total of RMB10,408,200 in cash for the Capital Increase in the Target Company and the Existing Shareholder will pay up the Unpaid Capital Contribution. Upon Completion, the registered capital of the Target Company will increase from RMB10,000,000 to RMB20,408,200.

– 7 –

LETTER FROM THE BOARD

Shareholding Structure of the Target Company

The shareholding structure of the Target Company as at the Latest Practicable Date and immediately after Completion is set out as follows:

No. Name of shareholder 1 The Investor 2 The Existing Shareholder Total	As at the Latest Practicable Date Registered capital of the Target Company Approximate percentage of equity interest in the Target Company (RMB) 0 0% 10,000,000 (Note) 100% 10,000,000 100%	Immediately after Completion Registered capital of the Target Company Approximate percentage of equity interest in the Target Company (RMB) 10,408,200 51% 10,000,000 49% 20,408,200 100%	Immediately after Completion Registered capital of the Target Company Approximate percentage of equity interest in the Target Company (RMB) 10,408,200 51% 10,000,000 49% 20,408,200 100%
			100%

Note: The amount includes Unpaid Capital Contribution of RMB4,345,000, which will be paid by the Existing Shareholder before Completion.

Consideration Basis and Payment Method of the Capital Increase

The amount of the Capital Increase was arrived at after arm’s length negotiations among the Parties after taking into account (i) the appraised market value of the Target Land held by the Target Company of RMB176,000,000 as at 30 June 2019; (ii) the unaudited net assets value of the Target Company of approximately RMB5,648,000 as at 30 June 2019 and the Unpaid Capital Contribution; and (iii) the reasons set out in the section headed ‘‘Reasons for and Benefits of the Capital Increase’’ below.

By considering (i) the Unpaid Capital Contribution to be contributed by the Existing Shareholder of RMB4,345,000; (ii) the consideration of Capital Increase to be received by the Target Company of RMB10,408,200; and (iii) the valuation appreciation of the Target Land of approximately RMB379,000, being the difference between the appraised market value of the Target Land of RMB176,000,000 as at 30 June 2019 based on the Valuation Report and the unaudited book value of the Target Land of approximately RMB175,621,000 based on the management accounts of the Target Company as at 30 June 2019, the adjusted net assets of the Target Company as at 30 June 2019 (‘‘Adjusted Net Assets’’) would increase from approximately RMB5,648,000 to approximately RMB20,780,000. The value of 51% of the Adjusted Net Assets amounting to approximately RMB10,598,000 represents the approximate value of the amount of the Capital Increase of RMB10,408,200.

Valuation of the Target Land

The Company has engaged the Independent Valuer to perform a valuation on the Target Land for the purpose of the Capital Increase. The details of the Valuation Report are set out in ‘‘Appendix V – Valuation Report of the Target Land’’ to this circular.

– 8 –

LETTER FROM THE BOARD

The Company has had extensive discussions with the Independent Valuer on, amongst other things, different possible valuation approaches and methodologies for valuing the Target Land and to understand, amongst other things, the basis of assumptions, qualifications, and reasonableness of material information that is likely to affect the market value of the Target Land. After having assessed the appropriateness of all possible methodologies for different valuation approaches and circumstances and facts specific to the Target Land, the Independent Valuer considered that the market approach (i.e. direct comparison approach) is the most appropriate valuation methodology in the case of the Target Land, and hence has adopted this method in the market value analysis of the Target Land, on the basis that the Target Land was acquired by the Target Company in June 2019 and is currently a vacant site and the direct comparison approach represents the most direct valuation approach by which market value is concluded on market-determined market price paid by the market participants for similar assets in the market. As set out in the Valuation Report, under the direct comparison approach, the Independent Valuer has made reference to comparable sales evidences available in the relevant market and where appropriate, taken into account the expended relevant fees applicable to the Target Land. In the process of selecting comparable land plots (the ‘‘Comparable Lands’’), the Independent Valuer has considered the following selection criteria, all of which must be satisfied: (i) the Comparable Lands were located in the similar area as the Target Land; (ii) the Comparable Lands were transacted in the recent two years (i.e. 2018 and 2019); and (iii) the site areas of the Comparable Lands were similar to the Target Land.

The Directors considered that the selection criteria adopted by the Independent Valuer for the Comparable Lands are comprehensive and clear as it takes into account a wide range of factors such as location, transaction period and site areas to ensure that the Comparables Lands have similar characteristics as the Target Land and the relevant land price information was based on publicly available information that could be verified. In view of the above, the Directors considered the Comparable Lands to be fair and representative for the purpose of the valuation. The Directors have also reviewed the assumptions adopted in the Valuation Report and considered them to be fair and reasonable.

Based on the above, the Directors are of the view that the valuation methodology adopted by the Independent Valuer is a common practice for determining the market value of the Target Land and the underlying basis and assumptions are fair and reasonable.

The Directors are of the view that the consideration is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

The Investor shall pay the full amount of the Capital Increase to the Target Company’s designated bank account within thirty (30) Business Days after the Completion Date. It is intended that the full amount of the Capital Increase will be used for the development of the Target Company’s business.

The consideration payable by the Investor will be financed by the internal resources of the Group.

– 9 –

LETTER FROM THE BOARD

Conditions Precedent

Unless otherwise agreed in writing by the Investor, the Capital Increase shall be completed on the fifth (5th) Business Day after all the following Conditions have been fulfilled or (save for items (3), (7), (11) and (12) below which cannot be waived by the Investor) waived by the Investor (or other date as agreed by the Parties in writing and in compliance with the Listing Rules and other relevant rules and regulations):

• (1) the Investor having completed due diligence on the Target Company (including but not limited to due diligence on the Target Company’s business, legal and financial status), and the results of due diligence are satisfactory to the Investor;

• (2) the representations and warranties made by each of the Parties having remained true, valid and accurate;

• (3) the Existing Shareholder having paid up the Unpaid Capital Contribution in accordance with the applicable laws and the constitutional document of the Target Company;

• (4) the Investor being satisfied with the assets, liabilities, status, affairs and circumstances (financial or other aspects) of the Target Company (including the Target Company’s financial statements and accounts) up to and including the Completion Date;

• (5) there are no circumstances that may cause material adverse effect on the Target Company’s business, assets, operations, financial status and prospects;

• (6) the Existing Shareholder and the Investor having agreed to amend the Articles of Association of the Target Company for the purpose of the Capital Increase under the Capital Increase Agreement, and the Parties having signed the Amended Articles;

• (7) the Parties having obtained all the necessary authorisation, consents and approvals from the government or regulatory authorities, agencies or organisations for completing the transactions contemplated under the Capital Increase Agreement;

• (8) the Investor having received a PRC legal opinion and the results of which are satisfactory to the Investor;

• (9) the Investor having obtained the valuation report issued by a qualified independent valuer, confirming that the market value of the Target Land held by the Target Company at not less than RMB176,000,000 as at 30 June 2019;

• (10) each of the Target Company and the Existing Shareholder having undergone the necessary internal approval procedures to approve the transactions contemplated under the Capital Increase Agreement;

• (11) the Company having obtained the approval of the Stock Exchange for the Capital Increase under the Capital Increase Agreement and having complied with the requirements under the Listing Rules relating to connected transaction and major

– 10 –

LETTER FROM THE BOARD

transaction (including publishing the relevant announcements and circulars (if applicable) and having obtained approval at the SGM in relation to the Capital Increase Agreement and the transactions contemplated thereunder). If the approval and/ or waiver (if applicable) of the Stock Exchange is conditional, the Company having fulfilled all the conditions;

• (12) the Company having completed the procedures for the change of business registration in respect of the Capital Increase and the change in management of the Target Company pursuant to the Capital Increase Agreement; and

• (13) other matters that the Investor requires under reasonable circumstances.

As at the Latest Practicable Date, none of the Conditions has been fulfilled or waived (if applicable).

Completion

Completion shall take place on the fifth (5th) Business Day after all the Conditions have been fulfilled or waived in writing by the Investor (as the case may be) (or other date as agreed by the Parties in writing and in compliance with the Listing Rules and other relevant rules and regulations).

Upon Completion, the Investor will own approximately 51% of the equity interest in the Target Company and the Target Company will become an indirect subsidiary of the Company. Accordingly, the financial results, assets and liabilities of the Target Company will be consolidated into the consolidated financial statements of the Group.

Management of the Target Company post Completion

The board of directors of the Target Company shall comprise three directors (two of which to be nominated by the Investor and one of which to be nominated by the Existing Shareholder). The legal representative and the supervisor of the Target Company shall be nominated by the Investor. The manager of the Target Company shall be nominated by the Investor and appointed by the board of directors of the Target Company.

The Target Company currently has five management staff who have gained the required qualifications and experience in property project management, marketing and sales of property in the PRC and administrative management. The existing staff have been managing and operating the Target Company’s business in the PRC and it is expected that the existing management will remain in the Target Company after Completion.

Furthermore, both Mr. Tan and Mr. Deng, being executive Directors, have extensive experience in property development in the PRC and will support the existing management team to ensure efficient operation of the Target Company’s business after the Capital Increase. In addition, subject to the growth and business needs of the Target Company, the Directors may strengthen the management team of the Group by increasing the number of management professionals to assist the Directors in managing the Target Company’s business.

– 11 –

LETTER FROM THE BOARD

Non-Competition Undertaking

During the period the Investor holds equity interest in the Target Company and within six months after the Investor ceases to be a shareholder of the Target Company, the Existing Shareholder has undertaken that, without the written consent of the Investor, each of the Existing Shareholder, its holding companies and its ultimate beneficial owners will not directly or indirectly take part, operate or involve in any business in competition with the business of the Target Company in any PRC city(ies) where the Target Company carries on its business.

The Loan Agreements

As at the Latest Practicable Date, the amounts owed by the Target Company to the Existing Shareholder and GZ Investment amounted to approximately RMB84,260,000 and RMB86,200,000 respectively, which represented the outstanding advances to finance the acquisition of the Target Land (the ‘‘Advances’’). The Advances are currently repayable on demand and not secured by any assets of the Target Company.

On 1 August 2019, the Existing Shareholder and GZ Investment (as lenders) entered into Loan Agreement I and Loan Agreement II with the Target Company (as borrower) respectively to refinance the Advances as well as to provide the Target Company with additional financings for the development of the Target Company’s business and for general working capital purpose.

– 12 –

LETTER FROM THE BOARD

The principal terms of Loan Agreement I and Loan Agreement II are set out below:

• Loan Agreement I Loan Agreement II

• Parties the Target Company as the Target Company as borrower; and borrower; and

• the Existing Shareholder as GZ Investment as lender. lender.

• Principal Up to RMB243,800,000 RMB86,200,000 Use of proceeds to refinance the Advances of to refinance the Advances of RMB84,260,000 due to the RMB86,200,000 due to GZ Existing Shareholder and to Investment

• provide additional funding for business development and working capital

• Interest 4.75% per annum on the outstanding loan amount, which is equivalent to the current RMB Benchmark Lending Rate for loan period of one year to five years

• Period 3 years from the Completion Date

As both the Existing Shareholder and GZ Investment are connected persons of the Company (information about these parties is set out in the sections headed ‘‘Information of the Existing Shareholder’’ and ‘‘Listing Rules Implications’’ below in this circular) and upon Completion, the Target Company will be indirectly owned as to approximately 51% by the Company, the transactions contemplated under the Loan Agreements will constitute connected transactions under Chapter 14A of the Listing Rules as such transactions amount to financial assistance received by the Group from connected persons following Completion.

As the aforementioned financial assistance (including the applicable interests) (i) are conducted on normal commercial terms or better for the Group and (ii) are not secured by any asset of the Group, pursuant to Rule 14A.90 of the Listing Rules, the transactions contemplated under the Loan Agreements will be fully exempt from Shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules.

– 13 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE

The Company is an investment holding company and the Group is principally engaged in holding and licensing of brands and trademarks on a worldwide basis, and distribution of houseware products and audio products in the USA. During the financial year ended 31 March 2019 (‘‘FY2019’’), the Group commenced business of trading of household appliances in the PRC in order to enter into new markets and diversify its businesses. In addition, the Group commenced the business of provision of information technology services in the PRC in recent months.

As set out in the annual report of the Company for FY2019 (the ‘‘2019 Annual Report’’), during FY2019, the uncertainties brought by the trade war between the USA and the PRC negatively impacted the economic environment for the distribution of houseware products and audio products in the USA, as well as the expected licensing income of the Group. The management has therefore planned to develop new operations in the PRC including property development in the PRC with a view to diversify its source of revenue.

The Board is of the view that being the controlling shareholder of the Target Company after Completion, the Group will be able to diversify its businesses by entering into the property development market in the PRC, increasing opportunities and broadening channels of gaining access to the high quality land resources in the PRC. Ningxiang is a county-level city located in Hunan Province of the PRC and ranked the 20th in the ‘‘Top 100 Counties and County-level Cities of China 2019’’（《2019年賽迪縣域經濟百強研究》及「縣域經濟100強（2019年）榜單」） published by China Center for Information Industry Development Institution（中國電子信息產業 發展研究院（賽迪集團））, a scientific research institution directly under the Ministry of Industry and Information Technology of the PRC（國家工業和信息化部）.

The Board has also conducted research on the economic statistics (as shown below) published by Changsha Municipal Bureau of Statistics（長沙市統計局）, and noticed that Ningxiang has experienced rapid economic development in recent years, especially in the real estate industry. According to the Statistical Bulletin on National Economic and Social Development of Ningxiang*（《寧鄉縣╱市國民經濟和社會發展統計公報》）, from 2014 to 2018, the investment in property development and floor area of residential houses sold recorded a compound annual growth rate (‘‘CAGR’’) of approximately 37% and 31% respectively. Meanwhile, the annual disposable income per capita in Ningxiang recorded a CAGR of approximately 9% from 2014 to 2018. The Board believes that the prospect of the housing market in Ningxiang is encouraging, thereby driving the growth of property development market in Ningxiang, and the Capital Increase will enable the Group to enter into the prosperous property development market in Ningxiang which will in turn strengthen and expand the Group’s source of revenue.

– 14 –

LETTER FROM THE BOARD

In view of the above, the Directors are of the view that the terms of the Capital Increase Agreement (including the consideration basis of the Capital Increase which has been reached after arm’s length negotiations among the Parties) are on normal commercial terms and are fair and reasonable, and the entering into of the Capital Increase Agreement is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE CAPITAL INCREASE

Upon Completion, the Investor will own approximately 51% equity interest in the Target Company and the Target Company will become an indirect non-wholly owned subsidiary of the Company and the financial results of the Target Company will be consolidated into the accounts of the Group.

As illustrated in the unaudited pro forma financial information of the Enlarged Group as set out in Appendix IV to this circular, had the completion of the Capital Increase taken place on 31 March 2019, the unaudited consolidated total assets of the Enlarged Group would increase to approximately HK$850,000,000 on a pro forma basis, and the unaudited consolidated total liabilities of the Enlarged Group would increase to approximately HK$240,000,000 on a pro forma basis. Accordingly, the unaudited consolidated net assets of the Enlarged Group would increase to approximately HK$610,000,000 on a pro forma basis.

Shareholders and potential investors should note that the above expectation is for illustrative purpose only. The actual accounting gain or loss in connection with the Capital Increase may be different from the above and will be determined based on the financial position of the Target Company as at the Completion Date.

INFORMATION OF THE GROUP AND THE INVESTOR

The Group is principally engaged in holding and licensing of brands and trademarks on a worldwide basis, distribution of houseware products and audio products in the USA and the trading of household appliances and provision of information technologies services in the PRC.

The Investor is an indirect wholly-owned subsidiary of the Company and is principally engaged in property development and operation in the PRC.

INFORMATION OF THE TARGET COMPANY AND THE TARGET LAND

The Target Company is a limited liability company established in the PRC on 22 May 2019 (the ‘‘Incorporation Date’’) and is principally engaged in property development and operation in the PRC. As at the Latest Practicable Date, the Target Company is directly wholly-owned by the Existing Shareholder. The Target Company owns the Target Land.

– 15 –

LETTER FROM THE BOARD

Below is a summary of the audited financial information of the Target Company for the period from 22 May 2019 (being the Incorporation Date) to 30 June 2019, which is extracted from the Accountants’ Report of the Target Company as set out in Appendix II to this circular:

For the period from 22 May 2019 (being the Incorporation Date) to 30 June 2019 RMB’000 (audited) Net loss before and after taxation 7

The audited net assets value of the Target Company as at 30 June 2019 was approximately RMB5,648,000, which was mainly derived from the book value of the Target Land of approximately RMB175,621,000, minus the amounts due to immediate holding company and intermediate holding company of the Target Company of approximately RMB169,960,000 as at 30 June 2019.

The Target Land is situated at the west of Ningxiang Avenue, north of Tongjie Road, Jingkai District, Ningxiang City, Hunan Province, the PRC, which comprises a residential land with a site area of approximately 49,502.99 sq. m. and an estimated planned floor area of approximately 193,000 sq. m. for residential use. The Target Land is currently a vacant site and scheduled to commence development before the end of 2019. Based on the Valuation Report, the market value of the Target Land as at 30 June 2019 was RMB176,000,000. The land use right of the Target Land was granted from Ningxiang Natural Resources Bureau*（寧鄉市自然資源局）on 3 June 2019 through auction with total cost of approximately RMB175,621,000 including land premium of RMB139,590,000 and other relevant taxes and fees of approximately RMB36,031,000.

INFORMATION OF THE EXISTING SHAREHOLDER

GZ Minjie is a limited liability company established in the PRC and is principally engaged in investment and property development in the PRC.

– 16 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Existing Shareholder is owned as to approximately 1.73% by Mr. Tan Huichuan, being the son of Mr. Tan (an executive Director, the chairman of the Board and a Controlling Shareholder) and approximately 98.27% by GZ Investment. The equity interest of GZ Investment is held as to 10% by Mr. Tan Huichuan and 90% by GZ Real Estate, which in turn is owned as to 10% by Mr. Tan Haocheng, who is the elder brother of Mr. Tan and 90% by Mr. Tan Huichuan.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Capital Increase is 25% or more but is less than 100%, the Capital Increase constitutes a major transaction of the Company and is therefore subject to the notification, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Mr. Tan is an executive Director, the chairman of the Board and a Controlling Shareholder interested in approximately 73.85% of the issued share capital of the Company as at the Latest Practicable Date. As the Target Company is directly wholly-owned by the Existing Shareholder, which in turn is directly/indirectly owned as to approximately 91.16% and 8.84% by Mr. Tan Huichuan (son of Mr. Tan) and Mr. Tan Haocheng (elder brother of Mr. Tan) respectively, the Target Company and the Existing Shareholder are associates of Mr. Tan and therefore connected persons of the Company. Therefore, the Capital Increase also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements.

Mr. Tan is a family member of Mr. Tan Huichuan and Mr. Tan Haocheng who directly/ indirectly hold approximately 91.16% and 8.84% respectively of the equity interests in the Target Company and the Existing Shareholder as at the Latest Practicable Date, and Mr. Deng, an executive Director, is the assistant to president of Guangzhou Nimble Investment Limited*（廣州 市敏捷投資有限公司）, a company owned as to approximately 74.5% by GZ Investment and as to approximately 21.25% by Mr. Tan Huichuan. Therefore, they are considered to have material interest in the Capital Increase Agreement and the transactions contemplated thereunder. Each of Mr. Tan and Mr. Deng has abstained from the voting on the Board resolution approving the Capital Increase Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in the aforesaid matter.

For reasons as set out above in this circular, Mr. Tan, Mr. Deng and their respective close associates are required to abstain from voting in relation to the resolution to approve the Capital Increase Agreement and the transactions contemplated thereunder at the SGM. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, save as disclosed above, none of the Shareholders has any material interest in the aforesaid matter and will be required to abstain from voting at the SGM.

– 17 –

LETTER FROM THE BOARD

Shareholders and potential investors should note that the Capital Increase is subject to the satisfaction of the Conditions and therefore may or may not proceed. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee, comprising all the independent non-executive Directors, has been established to consider and advise the Independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Capital Increase Agreement and the transactions contemplated thereunder.

SGM

A notice convening the SGM to be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 10 October 2019 at 4:00 p.m. is set out on pages SGM-1 to SGM-3 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjourned meeting if you are subsequently able to be present and in such event, the proxy form shall be deemed to be revoked.

The resolution proposed to be approved at the SGM will be taken by poll and an announcement on the results of the SGM will be made by the Company thereafter.

– 18 –

LETTER FROM THE BOARD

RECOMMENDATIONS

You are advised to read carefully the letter from the Independent Board Committee on pages 20 to 21 of this circular. The Independent Board Committee, having taken into account the advice of Gram Capital, the text of which is set out on pages 22 to 33 of this circular, consider that the terms and conditions of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM to approve the Capital Increase Agreement and the transactions contemplated thereunder.

The Board (excluding Mr. Tan and Mr. Deng who have abstained from voting on the relevant Board resolution due to their interests in the Capital Increase Agreement and the transactions contemplated thereunder, details of which are disclosed in the paragraphs headed ‘‘Listing Rules implications’’) considers that that despite the transactions under the Capital Increase Agreement are not in the ordinary and usual course of business of the Group, the terms and conditions of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole and recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Nimble Holdings Company Limited Tan Bingzhao Chairman

– 19 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Capital Increase Agreement and the transactions contemplated thereunder.

==> picture [100 x 34] intentionally omitted <==

NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 186)

19 September 2019

To the Independent Shareholders

MAJOR AND CONNECTED TRANSACTION IN RELATION TO INVESTMENT IN THE TARGET COMPANY BY WAY OF CAPITAL INCREASE

Dear Sir or Madam,

We refer to the circular of the Company dated 19 September 2019 (the ‘‘Circular’’) of which this letter forms part. Unless the context specifies otherwise, capitalised terms used herein have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders (i) as to whether the terms and conditions of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (ii) on how to vote on the Capital Increase Agreement and the transactions contemplated thereunder.

We wish to draw your attention to (i) the letter of advice from Gram Capital, the details of which (including the principal factors and reasons Gram Capital has taken into consideration) are set out on pages 22 to 33 of the Circular; and (ii) the letter from the Board as set out on pages 6 to 19 of the Circular.

– 20 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the Capital Increase Agreement and the principal factors and reasons considered by and the opinion of Gram Capital as set out in its letter of advice, we consider that despite the transactions contemplated thereunder is not in the ordinary and usual course of business of the Group, the terms and conditions of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. We consider the entering into of the Capital Increase Agreement is in the interests of the Company and its Shareholders as a whole.

Accordingly, we recommend that the Independent Shareholders to vote in favour of the resolution to approve the Capital Increase Agreement and the transactions contemplated thereunder at the SGM.

Yours faithfully, For and on behalf of the Independent Board Committee

Dr. Lin Jinying Dr. Lu Zhenghua Dr. Ye Hengqing Independent non-executive Independent non-executive Independent non-executive Director Director Director

– 21 –

LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders in respect of the Capital Increase for the purpose of inclusion in the Circular.

Room 1209, 12/F. Nan Fung Tower 88 Connaught Road Central/ 173 Des Voeux Road Central Hong Kong

19 September 2019

• To: The Independent Board Committee and the Independent Shareholders of Nimble Holdings Company Limited

Dear Sir/Madam,

MAJOR AND CONNECTED TRANSACTION IN RELATION TO INVESTMENT IN THE TARGET COMPANY BY WAY OF CAPITAL INCREASE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Capital Increase, details of which are set out in the letter from the Board (the ‘‘Board Letter’’) contained in the circular dated 19 September 2019 issued by the Company to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

With reference to the Board Letter, on 1 August 2019 (after-trading hours), the Investor, an indirect wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with the Existing Shareholder and the Target Company, pursuant to which, the Investor has conditionally agreed to make a capital contribution in the sum of RMB10,408,200 in cash to the registered capital of the Target Company and the Existing Shareholder will pay up the Unpaid Capital Contribution amounting to RMB4,345,000. Upon Completion, the registered capital of the Target Company will increase from RMB10,000,000 to RMB20,408,200, and the Investor will own approximately 51% equity interest in the Target Company. The Target Company is principally engaged in property development and operation in the PRC.

With reference to the Board Letter, the Capital Increase constitutes a major and connected transaction of the Company under Chapter 14 and Chapter 14A of the Listing Rules and is subject to the notification, reporting, announcement, circular and Independent Shareholders’ approval requirements under the Listing Rules.

– 22 –

LETTER FROM GRAM CAPITAL

The Independent Board Committee comprising Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing, being all of the independent non-executive Directors, has been formed to advise the Independent Shareholders on (i) whether the terms of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Capital Increase is in the interests of the Company and the Shareholders as a whole and is conducted in the ordinary and usual course of the business of the Company; and (iii) how the Independent Shareholders should vote in respect of the resolution to approve the Capital Increase Agreement and the transactions contemplated thereunder at the SGM. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

INDEPENDENCE

During the past two years immediately preceding the Latest Practicable Date, Mr. Graham Lam was the person signing off the opinion letter from the independent financial adviser contained in the Company’s composite document dated 1 December 2017 in respect of mandatory unconditional cash offer. As the aforesaid past engagement is an independent financial adviser engagement, it does not affect our independence to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders. Notwithstanding the aforesaid past engagement, as at the Latest Practicable Date, we were not aware of any relationships or interests between Gram Capital and the Company or any other parties that could be reasonably regarded as a hindrance to Gram Capital’s independence to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there is no undisclosed private agreement/arrangement or implied understanding with anyone concerning the Capital Increase. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

– 23 –

LETTER FROM GRAM CAPITAL

We have not made any independent evaluation or appraisal of the assets and liabilities of the Target Company, and we have not been furnished with any such evaluation or appraisal, save as and except for the Valuation Report on the Target Land held by the Target Company as prepared by the Independent Valuer, which is set out in Appendix V to the Circular. Since we are not experts in the valuation of land and property, we have relied solely upon the Valuation Report for the market value of the Target Land.

The Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules 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 circular 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 therein or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, the Investor, the Target Company, the Existing Shareholder or their respective subsidiaries or associates (if applicable), nor have we considered the taxation implication on the Group or the Shareholders as a result of the Capital Increase. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

– 24 –

LETTER FROM GRAM CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Capital Increase, we have taken into consideration the following principal factors and reasons:

Information on the Group

With reference to the Board Letter, the Group is principally engaged in holding and licensing of brands and trademarks on a worldwide basis, distribution of houseware products and audio products in the USA and the trading of household appliances in the PRC.

Set out below is a summary of the consolidated financial information on the Group for the two years ended 31 March 2019 as extracted from the Company’s annual report for the year ended 31 March 2019 (the ‘‘2018/19 Annual Report’’):

	For the year	For the year
	ended	ended	Year
	31 March	31 March	on year
	2019	2018	change
	HK$’ million	HK$’ million	%
Revenue	123	171	(28.07)
– Sales of goods	68	115	(40.87)
– Licensing income	55	56	(1.79)
Gross profit	69	75	(8.00)
Profit for the year	73	144	(49.31)
Profit for the year attributable to the Shareholders	91	175	(48.00)

As depicted from the above table, the Group’s revenue for the year ended 31 March 2019 (‘‘FY2018/19’’) decreased by approximately 28.07% as compared to that for the year ended 31 March 2018 (‘‘FY2017/18’’). With reference to the 2018/19 Annual Report, the aforesaid decrease in revenue was mainly due to the decrease in the revenue generated from the distribution of houseware products of Emerson Radio Corp., a subsidiary of the Company.

As also depicted from the above table, the Group’s gross profit and profit for FY2018/19 decreased by approximately 8.00% and 49.31% respectively as compared to that for FY2017/18. With reference to the 2018/19 Annual Report, the significant drop in the Group’s profit was mainly due to (i) a net increase in impairment loss of approximately HK$52 million recognised in respect of brands and trademarks; and (ii) a net decrease of approximately HK$79 million in the write back of accrued liabilities with the deconsolidated subsidiaries.

– 25 –

LETTER FROM GRAM CAPITAL

With reference to the 2018/19 Annual Report, the uncertainties brought by the trade war between the USA and the PRC negatively impacted the economic environment of the distribution of houseware products and audio products in the USA, as well as the expected licensing income of the Group. The Company’s management therefore planned to develop new operations in the PRC, including property development.

Information on the Investor

With reference to the Board Letter, the Investor is an indirect wholly-owned subsidiary of the Company and is principally engaged in property development and operation in the PRC.

Information on the Existing Shareholder

With reference to the Board Letter, the Existing Shareholder (i.e. GZ Minjie) is a limited liability company established in the PRC and is principally engaged in investment and property development in the PRC. The Existing Shareholder is a connected person of the Company.

Information on the Target Company

With reference to the Board Letter, the Target Company is a limited liability company established in the PRC on 22 May 2019 (being the Incorporation Date) and is principally engaged in property development and operation in the PRC. The Target Company is directly wholly-owned by the Existing Shareholder. The Target Company owns the Target Land.

Set out below is a summary of the audited financial information of the Target Company for the period from 22 May 2019 (being the Incorporation Date) to 30 June 2019, which is extracted from the accountants’ report of the Target Company as set out in Appendix II to the Circular:

		From 22 May
		2019 (being the
		Incorporation
		Date) to
		30 June 2019
		RMB’000
Net	loss before taxation	7
Net	loss after taxation	7
		As at 30 June
		2019
		RMB’000
Net	asset value	5,648

– 26 –

LETTER FROM GRAM CAPITAL

With reference to the Board Letter, the audited net assets value of the Target Company as at 30 June 2019 was mainly derived from the book value of the Target Land of approximately RMB175.6 million as at 30 June 2019, minus the amounts due to immediate holding company and intermediate holding company of the Target Company of approximately RMB170.0 million as at 30 June 2019. The Target Land is situated at the west of Ningxiang Avenue, north of Tongjie Road, Jingkai District, Ningxiang City, Hunan Province, the PRC, which comprises a residential land with a site area of approximately 49,502.99 sq. m. and an estimated planned floor area of approximately 193,000 sq. m. for residential use. The Target Land is currently a vacant site and scheduled to commence development before the end of 2019. The land use right of the Target Land was granted from Ningxiang Natural Resources Bureau*（寧鄉市自然資源局）on 3 June 2019 through auction with total cost of approximately RMB175.6 million including land premium of approximately RMB139.6 million and other relevant taxes and fees of approximately RMB36.0 million.

With reference to the Board Letter, it is intended that the full amount of the Capital Increase will be used for the development of the Target Company’s business. In addition, on 1 August 2019, the Existing Shareholder and GZ Investment (as lenders) entered into Loan Agreement I and Loan Agreement II with the Target Company (as borrower) respectively to refinance the Advances as well as to provide the Target Company with additional financing for the development of the Target Company’s business and for general working capital purpose. Upon our enquiry, the Directors advised us that the Target Company will also finance its business development by the Unpaid Capital Contribution and bank borrowings (if necessary).

Reasons for and benefits of the Capital Increase

With reference to the Board Letter, the Board is of the view that being the controlling shareholder of the Target Company after Completion, the Group will be able to diversify its businesses by entering into the property development market in the PRC, increasing opportunities and broadening channels of gaining access to the high quality land resources in the PRC. Ningxiang is a county-level city located in Hunan Province of the PRC and ranked the 20th in the ‘‘Top 100 Counties and County-level Cities of China 2019’’（《2019年賽迪縣域經濟百強研究》 及「縣域經濟100強（2019年）榜單」）published by China Center for Information Industry Development Institution（中國電子信息產業發展研究院（賽迪集團））, a scientific research institution directly under the Ministry of Industry and Information Technology of the PRC（國家 工業和信息化部）.

– 27 –

LETTER FROM GRAM CAPITAL

The Board also conducted research on the economic statistics (as shown below) published by Changsha Municipal Bureau of Statistics（長沙市統計局）, and noticed that Ningxiang has experienced rapid economic development in recent years, especially in the real estate industry. According to the Statistical Bulletin on National Economic and Social Development of Ningxiang*（《寧鄉縣╱市國民經濟和社會發展統計公報》）, from 2014 to 2018, the investment in property development and floor area of residential houses sold recorded a CAGR of approximately 37% and 31% respectively. Meanwhile, the annual disposable income per capita in Ningxiang recorded a CAGR of approximately 9% from 2014 to 2018. The Board believes that the prospect of the housing market in Ningxiang is encouraging, thereby driving the growth of property development market in Ningxiang, and the Capital Increase will enable the Group to enter into the prosperous property development market in Ningxiang which will in turn strengthen and expand the Group’s source of revenue.

We researched over the internet for further information on the property development market in the PRC and statistical data of Ningxiang.

According to the statistics published by the National Bureau of Statistics of China, the investment in residential buildings in the PRC increased from RMB6,435.2 billion in 2014 to RMB8,519.2 billion in 2018, representing a CAGR of approximately 7.27%. Sales of residential buildings in the PRC increased from 10,518.2 million sq. m. in 2014 to 14,792.9 million sq. m. in 2018, representing a CAGR of approximately 8.90%.

In addition, according to 《寧鄉縣╱市國民經濟和社會發展統計公報》(Statistical Bulletin on National Economic and Social Development of Ningxiang*), the gross domestic product in Ningxiang increased from RMB91.0 billion in 2014 to 111.4 billion in 2018, representing a CAGR of approximately 5.19%. The annual disposable income per capita of urban households increased from RMB31,125 in 2014 to RMB43,269 in 2018, representing a CAGR of approximately 8.58%.

The above statistics (including those set out under the Board Letter) demonstrate the potential prospects of Ningxiang.

Having considered that (i) the Capital Increase is in line with the Group’s development strategy; and (ii) the potential prospects of Ningxiang, we concur with the Directors that, although the Capital Increase is not conducted under the ordinary and usual course of the business of the Company, the Capital Increase is in the interests of the Company and its Shareholders as a whole.

– 28 –

LETTER FROM GRAM CAPITAL

Principal terms of the Capital Increase Agreement

Summarised below are the principal terms for the Capital Increase Agreement, details of which are set out under the section headed ‘‘THE CAPITAL INCREASE AGREEMENT’’ of the Board Letter.

Date:

1 August 2019

Parties:

• (i) the Target Company;

• (ii) the Existing Shareholder; and

• (iii) the Investor

Capital Increase

With reference to the Board Letter, as at the Latest Practicable Date, the registered capital of the Target Company is RMB10,000,000. Pursuant to the Capital Increase Agreement, the Investor has conditionally agreed to inject a total of RMB10,408,200 in cash for the Capital Increase in the Target Company and the Existing Shareholder will pay up the Unpaid Capital Contribution. Upon Completion, the registered capital of the Target Company will increase from RMB10,000,000 to RMB20,408,200.

With reference to the Board Letter, the amount of the Capital Increase was arrived at after arm’s length negotiations among the Parties after taking into account (i) the appraised market value of the Target Land held by the Target Company of RMB176,000,000 as at 30 June 2019; (ii) the unaudited net assets value of the Target Company of approximately RMB5.6 million as at 30 June 2019 and the Unpaid Capital Contribution; and (iii) the reasons set out in the section headed ‘‘Reasons for and Benefits of the Capital Increase’’ in the Board Letter.

The Valuation Report

To assess the fairness and reasonableness of the amount of the Capital Increase, we obtained the Valuation Report prepared by the Independent Valuer and noted that the market value in existing state of the Target Land as at 30 June 2019 was RMB176,000,000. Details of the Valuation Report are set out in ‘‘Appendix V – Valuation Report of the Target Land’’ to the Circular.

– 29 –

LETTER FROM GRAM CAPITAL

For our due diligence purpose, we reviewed and enquired into (i) the terms of engagement of the Independent Valuer with the Company; (ii) the Independent Valuer’s qualification in relation to the preparation of the Valuation Report; and (iii) the steps and due diligence measures taken by the Independent Valuer for conducting the Valuation Report. From the mandate letter and other relevant information provided by the Independent Valuer and based on our interview with them, we were satisfied with the terms of engagement of the Independent Valuer as well as their qualification for preparation of the Valuation Report. The Independent Valuer also confirmed that they are independent to the Group, the Investor, the Target Company and the Existing Shareholder.

The Valuation Report was prepared by the Independent Valuer by direct comparison approach, making reference to comparable sales evidences (the ‘‘Comparable Transactions’’) as available in the relevant market and where appropriate, they have also taken into account the expended relevant fees applicable to the Target Land. Upon our enquiry, the Independent Valuer advised us that, after having assessed the appropriateness of all possible methodologies for different valuation approaches and circumstances and facts specific to the Target Land, the Independent Valuer considered that the market approach (i.e. direct comparison approach) is the most appropriate valuation methodology in the case of the Target Land.

For our due diligence purpose, we obtained further details of the Comparable Transactions adopted for the valuation such as the respective transaction date, location, traffic condition, environmental condition and infrastructure. We noted that the Independent Valuer made reference to three Comparable Transactions which took place in 2018 and 2019. As confirmed by the Independent Valuer, the Comparable Transactions were fair and representative. Upon our enquiry, the Independent Valuer further advised that (i) the gross floor area prices per square meter of the subject lands of the Comparable Transactions were used to arrive the appraised gross floor area price per square meter of the Target Land; and (ii) the Independent Valuer, based on their experience, adjusted the gross floor area price per square meter of each of the subject lands of the Comparable Transactions for certain factors such as respective location, traffic condition, environmental condition and infrastructure, etc.. For our due diligence purpose, we obtained the aforesaid information of the Comparable Transactions from the Independent Valuer. After reviewing such information and discussion with the Independent Valuer, we have no doubt on the Independent Valuer’s view that the Comparable Transactions were fair and representative.

We further reviewed and enquired into the Independent Valuer on the methodology adopted and the basis and assumptions adopted in the Valuation Report in order for us to understand the Valuation Report. We further understood that in valuing the Target Land, the Independent Valuer complied with the requirements set out in Chapter 5 and Practice Note 12 of the Listing Rules and HKIS Valuation Standards 2017.

Based on the above and our discussion with the Independent Valuer, we did not identify any major factor which caused us to doubt the fairness and reasonableness of the methodology, principal bases, assumptions and parameters adopted for the Valuation Report.

– 30 –

LETTER FROM GRAM CAPITAL

Analysis on the amount of the Capital Increase

Set out below is our analysis on the amount of the Capital Increase:

Items	RMB
Audited net asset value of the Target Company
as at 30 June 2019 (‘‘NAV’’)	5,648,000
Market value of the Target Land minus book value of
the Target Land (‘‘Target Land Appreciation’’)	379,000
Unpaid Capital Contribution	4,345,000
Capital Increase	10,408,200
Sum of NAV, Target Land Appreciation,
Unpaid Capital Contribution and Capital Increase	20,780,200
51% of the sum of NAV, Target Land Appreciation, Unpaid Capital
Contribution and Capital Increase	10,597,902

We consider that (i) 51% of the sum of NAV, Target Land Appreciation, Unpaid Capital Contribution and Capital Increase reflect the value attributable to 51% of the equity interest in the Target Company upon completion of the Capital Increase; and (ii) the amount of Capital Increase represents the cost to be paid by the Investor for attaining 51% of the equity interest in the Target Company. As illustrated in the above table, the Capital Increase is slightly lower than 51% of the sum of NAV, Target Land Appreciation, Unpaid Capital Contribution and Capital Increase.

Having considered the above and our independent work performed on the Valuation Report, we are of the view that the amount of Capital Increase is fair and reasonable so far as the Independent Shareholders are concerned.

Management of the Target Company post Completion

The board of directors of the Target Company shall comprise three directors (two of which to be nominated by the Investor and one of which to be nominated by the Existing Shareholder). The legal representative and the supervisor of the Target Company shall be nominated by the Investor. The manager of the Target Company shall be nominated by the Investor and appointed by the board of directors of the Target Company.

– 31 –

LETTER FROM GRAM CAPITAL

Non-Competition Undertaking

During the period the Investor holds equity interest in the Target Company and within six months after the Investor ceases to be a shareholder of the Target Company, without the written consent of the Investor, the Existing Shareholder has undertaken that each of the Existing Shareholder, its holding companies and its ultimate beneficial owners will not directly or indirectly take part, operate or involve in any business in competition with the business of the Target Company in any PRC city(ies) where the Target Company carries on its business.

We consider that the above terms in respect of the Target Company’s management and the non-competition undertaking would allow the Investor to exercise control over the Target Company’s management and protect the Investor’s interest in the Target Company by avoiding competition from the Existing Shareholder, its holding companies and its ultimate beneficial owners.

Other terms of the Capital Increase Agreement are set out in the section headed ‘‘THE CAPITAL INCREASE AGREEMENT’’ in the Board Letter.

Taking into account the principal terms of the Capital Increase Agreement as set out above, we consider that the terms of the Capital Increase Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

Possible financial effects of the Capital Increase

Upon Completion, the Investor will own approximately 51% equity interest in the Target Company and the Target Company will become an indirect non-wholly owned subsidiary of the Company and the financial results of the Target Company will be consolidated into the consolidated financial statements of the Group.

As illustrated in the unaudited pro forma financial information of the Enlarged Group as set out in Appendix IV to the Circular, as if the Capital Increase had been taken place on 31 March 2019, the unaudited consolidated total assets of the Enlarged Group would increase to approximately HK$850 million on a pro forma basis, and the unaudited consolidated total liabilities of the Enlarged Group would increase to approximately HK$240 million on a pro forma basis. Accordingly, the unaudited consolidated net assets of the Enlarged Group would increase to approximately HK$610 million on a pro forma basis.

It should be noted that the aforementioned analyses are for illustrative purposes only and do not purport to represent how the financial position of the Group will be upon Completion.

– 32 –

LETTER FROM GRAM CAPITAL

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Capital Increase Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) although the Capital Increase is not conducted in the ordinary and usual course of the business of the Company, it is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Capital Increase Agreement and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolution in this regard.

Yours faithfully, For and on behalf of Gram Capital Limited Graham Lam Managing Director

Note: Mr. Graham Lam is a licensed person registered with the Securities and Futures Commission and a responsible officer of Gram Capital Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has over 20 years of experience in investment banking industry.

• For identification purpose only

– 33 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements, together with the accompanying notes to the financial statements, of the Group for the fifteen months ended 31 March 2017, and the years ended 31 March 2018 and 2019, are disclosed in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.nimbleholding.com):

Annual report for the financial period from 1 January 2017 to 31 March 2017 (pages 38 to 108):

https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0714/ltn20170714453.pdf

Annual report for the year ended 31 March 2018 (pages 41 to 108):

https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0724/ltn20180724601.pdf

Annual report for the year ended 31 March 2019 (pages 42 to 120):

https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0724/ltn20190724329.pdf

2. INDEBTEDNESS STATEMENT

At the close of business on 31 July 2019 being the latest practicable date for the purpose of this statement of indebtedness and contingent liabilities prior to the publication of this circular, the Enlarged Group had unsecured balances due to non-controlling shareholders of RMB170,460,000 (equivalent to HK$193,642,000) (Prior to the Completion of the Capital Increase, it represents balances due to immediate holding company and intermediate holding company of the Target Company of RMB84,260,000 (equivalent to HK$95,719,000) and RMB86,200,000 (equivalent to HK$97,923,000) respectively).

Save for the contingent liabilities as set out in note 29 ‘‘Contingent Liabilities’’ to the consolidated financial statements contained in the published annual report of the Company for the year ended 31 March 2019 (see below) of which the status of those contingent liabilities remains unchanged as at 31 July 2019.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Note 29 Contingent liabilities

Except for the cases set out below, the Group did not have significant contingent liabilities as of 31 March 2019 and up to the date of this report.

• (a) Pursuant to an order of the High Court of Hong Kong Special Administrative Region (the ‘‘High Court’’), Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited were appointed as the provisional liquidators of the Company (the ‘‘Former Provisional Liquidators’’) on 31 May 2011. The Company completed the restructuring of the Group and fulfilled all resumption conditions imposed by the Stock Exchange and trading in the Shares resumed on 30 May 2016. The Former Provisional Liquidators were discharged and released on 26 May 2016 by the High Court. In an order made by the High Court on 9 May 2016 in respect of case HCCW 177/2011, the Company is required to:

• (i) Indemnify and keep indemnified the Former Provisional Liquidators in the event that the funds paid into court are insufficient to meet the taxed fees and expenses of the Former Provisional liquidators; and

• (ii) Indemnify and keep indemnified Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited in respect of the costs of the defence of proceedings HCA 92/2014 (‘‘the Action’’), subject to the final determination of the Action. HCA 92/2014 is a legal case filed in January 2014 in the High Court by Sino Bright against Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited for alleged misrepresentation and the case is ongoing.

As at the date of this report, the Company has received no such requests for the related fees, costs and expenses.

• (b) The legal case with the High Court under HCA 48/2014 against the former associates of the Company, SEC and SSPL was discontinued in the preceding financial period. During the Year, SEC has been dissolved and SSPL has been struck off.

The management is of the view that no provision is necessary for any of the matters described above, after having considered their respective merits.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Save as aforesaid or otherwise disclosed herein, and apart from intra-group liabilities and normal trade and other payables in the ordinary course of the business, the Enlarged Group did not have other material debt securities issued and outstanding, debt securities authorised or otherwise created but unissued, mortgage, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance, acceptance credits, which are either guaranteed, unguaranteed, secured or unsecured, or guarantees or other material contingent liabilities as at close of business on 31 July 2019.

For the purpose of the above indebtedness statement, functional currency amounts have been translated into Hong Kong dollars at the applicable rate of exchange prevailing at the close of business on 31 July 2019.

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material change in the financial or trading position of the Group since 31 March 2019, being the date to which the latest published audited financial statements of the Company were made up.

4. WORKING CAPITAL SUFFICIENCY

The Directors are of the opinion that, taking into account the financial resources and banking facilities available to the Enlarged Group, the Enlarged Group will have sufficient working capital to satisfy its present requirements for the next twelve months from the date of this circular in the absence of unforeseen circumstances.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Emerson and Licensing Operations

As disclosed in the annual report of the Company for the year ended 31 March 2019 (‘‘FY2019’’), the uncertainties brought by the trade war between the USA and the PRC negatively impacted the distribution operations of houseware products of Emerson Radio Corp. (‘‘Emerson’’), a company listed on the NYSE American of the USA. Licensing operations (‘‘Licensing Operations’’) for Akai, Sansui and Nakamichi brands remained steady for FY2019 but the influence of various factors such as the China-USA trade conflicts, unfavourable global economy outlook and continued fierce competition are putting a cloud of uncertainty over the prospect of the Group’s licensing operations.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Going forward, Emerson will continue to expand its existing distribution channels and to develop and promote new products to regain shelf spaces. It has appointed Leveraged Marketing Corporation of America (‘‘LMCA’’) note as an agent to identify and procure licensing opportunities going forward and is also investing in products and marketing activities to expand its sales through the Internet and e-commerce channels. In respect of the Licensing Operations, the management expects to expand its footing in developing countries, such as India and some other countries in Africa.

New Business Development

In this connection, the Board considers while continuing the development of the existing Emerson operations and the Licensing Operations, it is necessary for the Group to explore other business opportunities with a view to broadening the Group’s revenue base and benefit from the diversified return in future. Leveraging on the Group’s experience in the distribution of household products in the USA, the Group expands its market in the PRC and commenced trading of household appliances in the PRC in the end of FY2019. In addition, the Group has commenced the business of provision of information technology (‘‘IT’’) services in the PRC since May 2019 through its newly established subsidiary (the ‘‘IT Subsidiary’’) with the business scope to provide IT system development, consultancy and technical services, focusing on the provision of IT outsourcing, consultancy and technical services to enhance customers’ competitiveness through big data analysis, online and offline integration development and advancement of internetisation. The registered capital of the IT Subsidiary is RMB10 million and up to the Latest Practicable Date, RMB1 million capital injection has been funded by way of internal resources of the Group. Up to 31 July 2019, the Group has generated revenue of approximately RMB2 million from the provision of IT system design and maintenance services to a property agency company in Guangzhou based on the management accounts of the IT Subsidiary. The IT Subsidiary had 20 employees, primarily consisting of IT engineers as well as sales and marketing personnel, as at the Latest Practicable Date. Digital activities in the PRC have boomed over the past decade, particularly in the e-commerce space. The PRC has become a leading global force in the digital economy. In 2016, the PRC had 731 million Internet users, which were more than the aggregate number of Internet users in the European Union (EU) and the USA; and 695 million mobile users (which represented 95% of the total number of Internet users), as compared to 343 million in the EU (which represented 79% of the total number on Interest users), and 262 million in the USA (which represented 91% of the total number of Interest users). The PRC’s mobile share of e-commerce sales was around 70%, as compared to 30% in the USA; its share of Internet users making mobile digital payments was around 68%, as compared to 15% in the USA, according to a report by McKinsey Global Institute in December 2017. In light of the above, it offers precious opportunities for the development of the Group’s new IT business in the PRC as there is a huge market enabling rapid commercialisation of digital business models and big data analytics for the Chinese industries.

Note:

LCMA is a brand licensing agency exclusively dedicated to strategic corporate brand extension licenses with over US$6.5 billion in annual retail licensed sales. It has its headquarters in New York, its Asia headquarters in Shanghai and affiliates in Europe, India, Latin America and Australia (Source: website of LCMA).

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Following Completion, the Group will enter into the property development market in the PRC. As discussed in the ‘‘Reasons for and the benefits of the Capital Increase’’ in the letter from the Board in this circular, the Board has planned to develop property development business in the PRC and considers it is an opportune time to invest in the Target Company in view of the prosperous housing market in Ningxiang. The Board is of the view that the Capital Increase will enable the Group to diversify its businesses by entering into the property development market in the PRC, increasing opportunities and broadening channels of gaining access to the high-quality land resources in the PRC, which will in turn strengthen and expand the revenue base of the Group and maximising Shareholder’s interest in the long run.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

The following is the text of a report, prepared for the sole purpose of inclusion in this document, from the independent reporting accountants, Moore Stephens CPA Limited, Certified Public Accountants, Hong Kong:

==> picture [157 x 80] intentionally omitted <==

ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF NIMBLE HOLDINGS COMPANY LIMITED

INTRODUCTION

We report on the historical financial information of 長沙市寧鄉敏駿房地產開發有限公司 (for transliteration purpose, Changsha Ningxiang Minjun Real Estate Development Co., Ltd.) (the ‘‘Target Company’’) set out on pages II-4 to II-30, which comprises the statement of financial position of the Target Company as at 30 June 2019, and the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the period from 22 May 2019 (date of incorporation) to 30 June 2019 (the ‘‘Relevant Period’’) and a summary of significant accounting policies and other explanatory information (together, the ‘‘Historical Financial Information’’). The Historical Financial Information set out on pages II-4 to II-30 forms an integral part of this report, which has been prepared for inclusion in the circular of Nimble Holdings Company Limited (the ‘‘Company’’) dated 19 September 2019 (the ‘‘Circular’’) in connection with the proposed acquisition of 51% of equity interest of the Target Company by way of capital contribution to the Target Company.

DIRECTORS’ RESPONSIBILITY FOR THE HISTORICAL FINANCIAL INFORMATION

The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 2 to the Historical Financial Information, and for such internal control as the directors of the Company determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

The Historical Financial Information in this report was prepared by the directors of the Company based on the financial statements of the Target Company for the Relevant Period (the ‘‘Underlying Financial Statements’’). Management of the Target Company is responsible for the preparation and fair presentation of the Underlying Financial Statements in accordance with Hong Kong Financial Reporting Standards (‘‘HKFRSs’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’), and for such internal controls as management determines is necessary to enable the preparation of the Underlying Financial Statements that are free from material misstatement, whether due to fraud or error.

REPORTING ACCOUNTANTS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200, Accountants’ Reports on Historical Financial Information in Investment Circulars, issued by the HKICPA. This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note 2 to the Historical Financial Information, in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors of the Company as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OPINION

In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ report, a true and fair view of the financial position of the Target Company as at 30 June 2019 and of its financial performance and cash flows for the Relevant Period in accordance with the basis of preparation and presentation set out in Note 2 to the Historical Financial Information.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

REPORT ON MATTERS UNDER THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

Adjustments

In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page II-4 have been made.

Dividends

We refer to Note 6 to the Historical Financial Information which states that no dividend has been paid or declared by the Target Company in respect of the Relevant Period.

No historical financial statements for the Target Company

As at the date of this report, no statutory financial statements have been prepared for the Target Company since its date of incorporation.

Moore Stephens CPA Limited

Certified Public Accountants

Law Yuen Man, Ida

Practising Certificate Number: P05878

Hong Kong, 19 September 2019

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

I. HISTORICAL FINANCIAL INFORMATION

Preparation of Historical Financial Information

Set out below is the Historical Financial Information which forms an integral part of this accountants’ report.

The financial statements of the Target Company (the ‘‘Underlying Financial Statements’’) for the Relevant Period, on which the Historical Financial Information is based, were audited by Moore Stephens CPA Limited in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Historical Financial Information is presented in Renminbi (‘‘RMB’’) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated.

STATEMENT OF COMPREHENSIVE INCOME

Note Revenue# Administrative expenses Loss before tax 8 Income tax expense 9 Loss and total comprehensive loss for the period	22 May 2019 to 30 June 2019 RMB’000 – (7) (7) – (7)

The Target Company had no revenue derived during the period presented.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

STATEMENT OF FINANCIAL POSITION

Note Assets Current assets Properties for development 10 Cash and cash equivalents 11 Total assets Equity and liabilities Capital and reserve Paid-in capital 13 Accumulated losses Total equity Current liabilities Accrued liabilities and other payables Amount due to immediate holding company 12 Amount due to intermediate holding company 12 Total liabilities Total equity and liabilities	As at 30 June 2019 RMB’000 175,621 11 175,632 5,655 (7) 5,648 24 83,760 86,200 169,984 175,632

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

STATEMENT OF CHANGES IN EQUITY

On incorporation – contribution from immediate holding company Loss and total comprehensive loss for the period As at 30 June 2019	Paid-in capital RMB’000 (Note 13) 5,655 – 5,655	Accumulated losses RMB’000 – (7) (7)	Total RMB’000 5,655 (7) 5,648

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

STATEMENT OF CASH FLOWS

Note Cash flows from operating activities Loss before tax Increase in properties for development Increase in accrued liabilities and other payables Net cash used in operating activities Cash flows from financing activities Contribution of paid-in capital Advances from immediate holding company Advances from intermediate holding company Net cash generated from financing activities Net increase in cash and cash equivalents and cash and cash equivalents at end of period 11

22 May 2019 to 30 June 2019 RMB’000 (7) (175,621) 24 (175,604) 5,655 83,760 86,200 175,615 11

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

II. NOTES TO HISTORICAL FINANCIAL INFORMATION

1. Corporate information

The Target Company is a limited company established in the People’s Republic of China (the ‘‘PRC’’) on 22 May 2019. The registered office and the principal place of business of the Target Company is located at No. 1013, Venture Building, Jinzhou Avenue, Ningxiang Economic and Technological Development Zone, Changsha City, the PRC. During the Relevant Period, the Target Company was principally engaged in property development and operation in the PRC.

2. Basis of preparation and presentation of historical financial information

The Historical Financial Information has been prepared in accordance with Hong Kong Financial Reporting Standards (‘‘HKFRS’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’). All HKFRSs effective for the accounting period commencing from 1 January 2019, have been adopted by the Target Company in the preparation of the Historical Financial Information throughout the Relevant Period. In addition, the Historical Financial Information includes applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and by the Hong Kong Companies Ordinance.

The preparation of Historical Financial Information in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Target Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Historical Financial Information, are disclosed in Note 5.

The Historical Financial Information has been prepared under the historical cost convention.

3. New and revised HKFRSs

New and revised HKFRSs that are effective during the Relevant Period have been adopted by the Target Company at the date of establishment of the Target Company. The related accounting policies are set out in Note 4 to the Historical Financial Information.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

The Target Company has not applied the following new and revised HKFRSs that have been issued but are not yet effective, in the Historical Financial Information:

		Effective for annual
		reporting periods
		beginning on or after
Amendments to HKAS 1 and	Definition of Material	1 January 2020
HKAS 8
Amendments to HKFRS 10	Sale or Contribution of Assets	To be determined*
and HKAS 28	between an Investor and its
	Associate or Joint Venture
Amendments to HKFRS 3	Definition of a Business	1 January 2020
Amendments to Conceptual	Revised Conceptual Framework for	1 January 2020
Framework for Financial	Financial Reporting
Reporting 2018

• The amendments were originally intended to be effective for annual periods beginning on or after 1 January 2018. The effective date has now been deferred. Early application of the amendments continues to be permitted.

The Target Company has already commenced an assessment of the related impact of adopting the above new and revised HKFRSs. So far, it has concluded that the above new and revised HKFRSs will be adopted at the respective effective dates and the adoption of them is unlikely to have a significant impact on the Historical Financial Information.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

4. Summary of significant accounting policies

The significant accounting policies adopted in the preparation of the Historical Financial Information are summarised below. These policies have been consistently applied to the Relevant Period presented unless otherwise stated.

4.1 Properties for development/properties under development

Properties for development, representing leasehold land located in the PRC for development for future sale in the ordinary course of business, are stated at the lower of cost and net realisable value. Cost comprises the costs of land use rights and other directly attributable costs. Net realisable value represents the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale. Properties for development are transferred to properties under development upon commencement of development.

Properties under development, representing leasehold land and buildings located in the PRC under development for future sale in the ordinary course of business, are stated at the lower of cost and net realisable value. Cost comprises the costs of land use rights, construction costs, borrowing costs capitalised and other direct development expenditure, if any. Net realisable value represents the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale. Properties under development are transferred to completed properties for sale upon completion of development.

4.2 Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets), the recoverable amount of the asset is estimated. An asset’s recoverable amount is the higher of the value in use of the asset or cash-generating unit to which it belongs and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the statement of comprehensive income in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of such impairment loss is credited to the statement of comprehensive income in the period in which it arises.

4.3 Financial assets

Financial assets are recognised when the Target Company becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Financial assets are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with HKFRS 15 Revenue from Contracts with Customers. Transaction costs that are directly attributable to the acquisition or issue of financial assets (other than those measured at fair value through profit or loss) are added to or deducted from the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

Classification and subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

• the financial asset is held within a business model whose objective is to collect contractual cash flows; and

• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (‘‘FVTOCI’’):

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling; and

• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at fair value through profit or loss (‘‘FVTPL’’), except that at initial recognition of an equity instrument that are accounted for under HKFRS 9 Financial Instruments, the Target Company has irrevocably elected to present subsequent changes in fair value of that equity investment in OCI and that equity investment is neither held for trading nor contingent consideration recognised by an acquirer in a business combination to which HKFRS 3 Business Combinations applies.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling in the near term; or

• on initial recognition it is a part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

• it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

In addition, the Target Company may irrevocably designate a financial asset that are required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit impaired.

Impairment of financial assets

The Target Company recognises a loss allowance for expected credit losses (‘‘ECL’’) on financial assets which are subject to impairment under HKFRS 9 (including cash and cash equivalents). The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (‘‘12m ECL’’) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessment are done based on the Target Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.

For all instruments, the Target Company measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, in which case the Target Company recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

• i) Significant increase in credit risk

In assessing whether the credit risk has increased significantly since initial recognition, the Target Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Target Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

• an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;

• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;

• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;

• an actual or expected significant deterioration in the operating results of the debtor;

• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.

Irrespective of the outcome of the above assessment, the Target Company presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Target Company has reasonable and supportable information that demonstrates otherwise.

The Target Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

ii) Definition of default

For internal credit risk management, the Target Company considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Target Company, in full (without taking into account any collaterals held by the Target Company).

Irrespective of the above, the Target Company considers that default has occurred when a financial asset is more than 90 days past due unless the Target Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events of default that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

• a) significant financial difficulty of the issuer or the borrower;

• b) a breach of contract, such as a default or past due event;

• c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

• d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

• e) the disappearance of an active market for that financial asset because of financial difficulties.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

iv) Write-off policy

The Target Company writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Target Company’s recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.

v) Measurement and recognition of ECL

ECLs are probability-weighted estimate of credit losses, which are measured at the present value of all expected cash shortfalls (i.e. difference between the cash flows due to the Target Company in accordance with the contracts and the cash flows that the Target Company expects to receive).

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortised cost of the financial asset.

The Target Company recognises an impairment gain or loss in statement of comprehensive income for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

4.4 Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Target Company’s statement of financial position) when:

• the rights to receive cash flows from the asset have expired; or

• the Target Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘‘pass-through’’ arrangement; and either (a) the Target Company has transferred substantially all the risks and rewards of the asset, or (b) the Target Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

When the Target Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Target Company continues to recognise the transferred asset to the extent of the Target Company’s continuing involvement. In that case, the Target Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Target Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Target Company could be required to repay.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

4.5 Financial liabilities

Initial recognition and measurement

The Target Company’s financial liabilities are classified, at initial recognition, as loans and borrowings.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Target Company’s financial liabilities include accrued liabilities and other payables and amounts due to immediate/intermediate holding company.

Subsequent measurement

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in profit or loss.

After initial recognition, they are subsequently measured at amortised cost using the effective interest rate method.

Financial liabilities are derecognised when they are extinguished, i.e. when the obligation is discharged or cancelled, or expires.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in the income statement.

4.6 Leased assets

At inception of a contract, the Target Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.

As a lessee

Where the contract contains lease component(s) and non-lease component(s), the Target Company has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

At the lease commencement date, the Target Company recognises a rightof-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets which, for the Target Company are primarily laptops and office furniture (if any). When the Target Company enters into a lease in respect of a low-value asset, the Target Company decides whether to capitalise the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as an expense on a systematic basis over the lease term.

Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to statement of comprehensive income in the accounting period in which they are incurred.

The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses, except for the following type of right-of-use asset:

• right-of-use assets related to interests in leasehold land where the interest in the land is held as properties for development/properties under development are carried at the lower of cost and net realisable value in accordance with Note 4.1.

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Target Company’s estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Target Company will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-ofuse asset, or is recorded in statement of comprehensive income if the carrying amount of the right-of-use asset has been reduced to zero.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

4.7 Foreign currency translation

The Historical Financial Information is presented in RMB, which is the functional currency of the Target Company. Foreign currency transactions are initially recorded using the functional currency rates ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the end of the reporting period. All differences are taken to the statement of comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item.

4.8 Other employee benefits

The employees within the Target Company which operates in the PRC are required to participate in the central pension scheme operated by the local municipal government. The Target Company is required to contribute a percentage of their payroll costs to the central pension scheme as specified by the local municipal government. The contributions are charged to the statement of comprehensive income as they become payable in accordance with the rules of the central pension scheme.

4.9 Income tax

Income tax represents the sum of current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Target Company operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries and an associate, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carried forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carried forward unused tax credits and unused tax losses can be utilised, except in respect of deductible temporary differences associated with investments in subsidiaries and an associate, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax is calculated, without discounting, at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Target Company intends to settle its current tax assets and liabilities on a net basis.

4.10 Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash and bank balances and short-term, highly liquid investments which are readily convertible into known amounts of cash and which were within three months of maturity when acquired.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

4.11 Related parties

• (a) A person, or a close member of that person’s family, is related to the Target Company if that person:

• (i) has control or joint control over the Target Company;

• (ii) has significant influence over the Target Company; or

• (iii) is a member of key management personnel of the Target Company or the Target Company’s parent.

or

• (b) An entity is related to the Target Company if any of the following conditions applies:

• (i) the entity and the Target Company are members of the same group;

• (ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of the other entity of which the other entity is a member);

• (iii) both entities are joint ventures of the same third party;

• (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

• (v) the entity is a post-employment benefit plan for the benefit of employees of either the Target Company or an entity related to the Target Company;

• (vi) the entity is controlled or jointly controlled by a person identified in (a);

• (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

• (viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

5. Critical accounting estimates and judgements

The preparation of the Historical Financial Information requires the directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors have considered the development, selection and disclosure of the Target Company’s critical accounting judgements and estimates.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below:

Estimates of net realisable value of properties for development

The carrying amounts of properties for development amounted to approximately RMB176 million as at 30 June 2019, which in total accounted for approximately 99% of the Target Company’s total assets. The Target Company assessed the carrying amounts of properties for development according to their net realisable values based on the realisability of these properties. Net realisable value for properties for development is determined by reference to management’s estimates of the selling price based on prevailing market conditions, less applicable variable selling expenses and the anticipated costs to completion. Based on management’s best estimates, there was no material impairment for properties for development as at 30 June 2019.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

6. Dividend

No dividend was paid or proposed for the Relevant Period.

7. Segment information

An operating segment is a component of the Target Company that is engaged in business activities from which the Target Company may earn revenue and incur expenses, and is defined on the basis of the internal management reporting information that is provided to and regularly reviewed by the sole director of the Target Company in order to allocate resources and assess performance of the segment. For the Relevant Period, the sole director of the Target Company has determined that the Target Company has only one operating segment as the Target Company is principally engaged in property development and operation.

Geographical information

In view of the fact that the Target Company mainly operates in the PRC, no geographical segment information is presented.

Information about major customers

During the Relevant Period, no revenue has been generated.

8. Loss before tax

Loss before tax is arrived at after charging:

22 May 2019 to 30 June 2019 RMB’000

Auditor’s remuneration Remuneration to the sole director of the Target Company Provident fund contribution (included in staff costs below) Staff costs Wages and salaries (including retirement fund contributions)	– – 1 7

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

9. Income tax expense

Corporate income tax arising from operations in the PRC is calculated at the statutory corporate income tax rate of 25% of the estimated assessable profit.

A reconciliation of the income tax expense applicable to loss before tax at the statutory tax rate for the jurisdiction in which the Target Company is domiciled to the income tax expense at the effective tax rate for the Relevant Period is as follows:

22 May 2019 to 30 June 2019 RMB’000

Loss before tax Tax calculated at statutory profit tax rate of 25% Tax effect of non-deductible expenses Income tax expense	(7)
	(2) 2
	–

No deferred tax has been provided in the Historical Financial Information as there were no material temporary differences at the end of the reporting period.

10. Properties for development

– Within a normal operating cycle included under current assets Land use right (including direct costs associated with the acquisition)	As at 30 June 2019 RMB’000 175,621

Properties for development are expected to be completed within the normal operating cycle.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

11. Cash and cash equivalents

As at 30 June 2019 RMB’000 Cash at bank 11

Cash and cash equivalents comprise cash at bank. Cash at bank earns interest at floating rates based on daily bank deposit rates during the Relevant Period.

As at 30 June 2019, the Target Company has cash and cash equivalents denominated in RMB amounting to approximately RMB11,000 and were kept in the PRC. RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Target Company is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

12. Amounts due to immediate holding company/intermediate holding company

The amounts due to immediate holding company and intermediate holding company are non-trade in nature, unsecured, interest-free and repayable on demand. The amounts are denominated in RMB.

Subsequent to the end of the Relevant Period, on 1 August 2019, the Target Company entered into agreements with the immediate holding company and the intermediate holding company regarding the conditional extension of the aforesaid balances due as of 30 June 2019 (‘‘Loan Extension Agreements’’). In accordance to the Loan Extension Agreements, upon the completion of the proposed capital contribution as defined in the Circular, interest will be charged by the immediate holding company and the intermediate holding company on the loans at a rate of 4.75% p.a. with the principals repayable in 3 years’ time. Interests are to be paid at the maturity.

13. Paid-in capital

As at 30 June 2019

RMB’000

Paid-in capital 5,655

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

On 22 May 2019, the Target Company was established in the PRC with registered capital of RMB10,000,000, in which RMB5,655,000 was contributed by the immediate holding company as of 30 June 2019. In accordance with the memorandum of association of the Target Company, the remaining balance of RMB4,345,000 shall be contributed to the Target Company by 31 December 2039.

Subsequent to the end of the reporting period, on 1 August 2019, the Target Company entered into a capital increase agreement with the immediate holding company and Guangzhou Ruihua Property Development Company Limited (‘‘Guangzhou Ruihua’’, being Investor as defined in the Circular and an indirect wholly-owned subsidiary of the Company, of which Mr. Tan Bingzhao is the ultimate controlling shareholder and also the father of Mr. Tan Huichuan). Mr. Tan Huichuan is the ultimate controlling party of the Target Company.

According to the aforesaid capital increase agreement, Guangzhou Ruihua has conditionally agreed to make a capital contribution in the sum of RMB10,408,200 in cash to the registered capital of the Target Company and the immediate holding company will pay up the remaining balance of RMB4,345,000. Upon completion of the capital increase, Guangzhou Ruihua will own approximately 51% equity interest in the Target Company.

14. Financial instruments by category

As at 30 June 2019, the Target Company’s financial assets and financial liabilities are classified as amortised cost.

15. Financial risk management and fair values of financial instruments

The Target Company’s principal financial instruments include cash and cash equivalents, accrued liabilities and other payables and amounts due to immediate/ intermediate holding company. The policies on how to mitigate the related financial risk are set out below. The main risk arising from the Target Company’s financial instruments are credit risk and liquidity risk. The Target Company does not have any written risk management policies and guidelines. The sole director monitors the financial risk management of the Target Company and takes such measures as considered necessary from time to time to minimise such financial risks, if necessary.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

(i) Credit risk and impairment assessment

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The credit risks on cash and cash equivalents are limited because the counterparties are banks/financial institutions with high credit ratings assigned by international credit-rating agencies.

(ii) Liquidity risk

Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

Prudent liquidity risk management implies maintaining sufficient cash. The Target Company monitors and maintains a level of bank balances and working capital deemed adequate to finance the Target Company’s operations.

The maturity profile of the financial liabilities (represent accrued liabilities and other payables and amounts due to immediate/intermediate holding company) at the end of the reporting period based on the contracted undiscounted payments, is repayable within one year or on demand.

(iii) Fair values of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

• The notional amounts of financial assets and liabilities with a maturity of less than one year (including cash and cash equivalents) are assumed to approximate their fair values.

• The fair values of balances with immediate/intermediate holding company have not been determined as the timing of the expected cash flows of these balances cannot be reasonably determined because of their relationship.

16. Capital risk management

The Target Company manages its capital to ensure that the Target Company will be able to continue as a going concern while maximising the return to stakeholder through the optimisation of the debt and equity balance.

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

The capital structure of the Target Company consists of debt, which includes amounts due to immediate/intermediate holding company of approximately RMB169,960,000 (Note 12) less cash and cash equivalents of approximately RMB11,000 (Note 11) and equity attributable to equity holders of the Target Company, comprising paid-in capital of RMB5,655,000 (Note 13) and accumulated losses of approximately RMB7,000 disclosed in the statement of changes in equity.

The Target Company reviews the capital structure on an ongoing basis. As a part of this review, the sole director considers the cost of capital and the risks associated with each class of capital. The Target Company will balance its overall capital structure through the payment of dividends, increase of its registered capital and the issue of new debt or the repayment of existing debt.

17. Cash flow information

The table below details changes in the Target Company’s liabilities from financing activities. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Target Company’s statement of cash flows as cash flows from financing activities:

Amounts due to immediate/ intermediate holding company (Note 12) RMB’000

On incorporation Changes from financing cash flows: Advances from immediate holding company Advances from intermediate holding company Total changes from financing cash flows At 30 June 2019	– 83,760 86,200
	169,960
	169,960

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APPENDIX II ACCOUNTANTS’ REPORT OF THE TARGET COMPANY

18. Related party transactions

a) Outstanding balance with related parties:

Details of the Target Company’s amounts due to immediate/intermediate holding company as at the end of the reporting period are included in Note 12 to the Historical Financial Information.

b) Compensation to the key management personnel/director:

No compensation was paid to the key management personnel/sole director (Ms. Tan Yuehua) of the Target Company during the Relevant Period, details are set out in Note 8 to the Historical Financial Information.

19. Contingent liabilities

As at 30 June 2019 and up to the date of this Historical Financial Information, the Target Company did not have any significant contingent liabilities.

20. Ultimate holding company and ultimate controlling shareholder

In the opinion of the directors of the Company, the ultimate holding company and ultimate controlling party of the Target Company are GZ Real Estate (defined in the Circular) and Mr. Tan Huichuan, respectively.

21. Event after the reporting period

Except as disclosed in Notes 12 and 13 to this Historical Financial Information, there are no other material subsequent events undertaken by the Target Company after 30 June 2019.

22. Subsequent financial statements

No audited financial statements of the Target Company have been prepared in respect of any period subsequent to 30 June 2019 and up to the date of the Historical Financial Information.

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MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY

APPENDIX III

This discussion of the financial position and results of operations of the Target Company is based upon and should be read in conjunction with the Accountants’ Report of the Target Company set out in Appendix II to this circular.

BACKGROUND

The Target Company was established in the PRC with limited liability on 22 May 2019 (the ‘‘Incorporation Date’’) and is principally engaged in property development and operation in the PRC.

The Target Company has not commenced any material business operation since the Incorporation Date and up to the Latest Practicable Date and is a project company established for the acquisition and development of the Target Land.

RESULTS OF OPERATIONS

The following table sets forth a summary of the audited financial information of the Target Company for the period from 22 May 2019 (being the Incorporation Date) to 30 June 2019 (the ‘‘Period’’), which is extracted from the Accountants’ Report of the Target Company as set out in Appendix II to this circular:

Revenue Administrative expenses Loss before tax Income tax expense Loss and total comprehensive loss for the Period	For the period from 22 May 2019 (the Incorporation Date) to 30 June 2019 RMB’000 (audited) – (7) (7) – (7)

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MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY

APPENDIX III

Revenue

The Target Company has not carried out any material business operation since the Incorporation Date and thus no revenue was generated for the Period and no segmental analysis and geographical analysis are presented.

Administrative expenses

Administrative expenses represented staff costs of approximately RMB7,000 during the Period.

Income tax expense

There was no income tax expense during the Period.

Loss for the Period

The Target Company reported a loss of approximately RMB7,000 for the Period, which represented the administrative expenses incurred during the Period.

CERTAIN BALANCE SHEET ITEMS

Liquidity and financial resources

During the Period, the Target Company financed its operations from borrowings from its immediate holding company and intermediate holding company.

As at 30 June 2019, the Target Company’s borrowings from its immediate holding company and intermediate holding company were approximately RMB83,760,000 and RMB86,200,000 respectively, which represented the outstanding advances to finance the acquisition of the Target Land (the ‘‘Advances’’). The Advances are interest free, repayable on demand and not secured by any assets of the Target Company.

Save for the Advances, the Target Company did not have any bank or other borrowings as at 30 June 2019.

The Target Company reported net assets of approximately RMB5.6 million as at 30 June 2019.

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MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY

APPENDIX III

Gearing ratio

The gearing ratio, represented by total liabilities as a percentage of total assets, was approximately 96.8 %, as at 30 June 2019.

Capital structure

As at 30 June 2019, the registered and paid up capital of the Target Company amounted to RMB10,000,000 and RMB5,655,000 respectively. There has been no change in the capital structure of the Target Company during the Period.

Properties for development

Properties for development amounted to approximately RMB175.6 million as at 30 June 2019 was a key component of the Target Company’s assets, comprising land premium of approximately RMB139.6 million and other relevant taxes and fees of approximately RMB36.0 million in relation to the acquisition of the land use rights of the Target Land.

SIGNIFICANT INVESTMENTS HELD

As at 30 June 2019, the Target Company did not hold any significant investments except for its interest in the Target Land.

CAPITAL COMMITMENTS

As at 30 June 2019, the Target Company did not have any material capital commitment.

CHARGE ON ASSETS

The Target Company did not pledge any assets in respect of its borrowings for the Period.

CONTINGENT LIABILITIES

The Target Company did not have any contingent liabilities as at 30 June 2019.

FOREIGN EXCHANGE EXPOSURE

The assets, liabilities and business transactions of the Target Company were denominated in RMB. There was no financial arrangement for hedging purpose in respect of the Target Company during the Period.

MATERIAL ACQUISITIONS AND DISPOSALS

Save for the acquisition of the land use rights of the Target Land, there was no material acquisitions or disposals by the Target Company during the Period.

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MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY

APPENDIX III

EMPLOYMENT AND REMUNERATION POLICY

The Target Company’s employee benefits and remuneration policy are in line with the prevailing market practices, and salary increments are based on the performance of individual staff.

As at 30 June 2019, the Target Company had 2 employees and the staff costs (including salaries and social insurance contributions) were approximately RMB7,000 during the Period. It is expected that all the employees of the Target Company will be retained by the Group.

PROSPECT

The Target Company will continue its business focusing on property development and operation in the PRC. For details of the business prospect of the Target Company, please refer to the section headed ‘‘FINANCIAL AND TRADING PROSPECTS OF THE GROUP’’ in Appendix I to this circular.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

A. INTRODUCTION

The unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group (the ‘‘Unaudited Pro Forma Financial Information’’) has been prepared on the basis of the notes set out below in accordance with paragraph 4.29 of the Listing Rules for the purpose of illustrating the effect of the proposed capital injection in the Target Company to acquire 51% equity interests in the Target Company (‘‘Acquisition’’). The Unaudited Pro Forma Financial Information has been prepared as if the transaction had taken place on 31 March 2019.

The Unaudited Pro Forma Financial Information has been prepared based on the audited consolidated statement of financial position of the Group as at 31 March 2019 as set out in the annual report of the Group for the year ended 31 March 2019 and the statement of financial position contained in the Accountants’ Report of the Target Company as included in Appendix II of this Circular after making pro forma adjustments relating to the Acquisition.

The Unaudited Pro Forma Financial Information is prepared for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the actual assets and liabilities of the Enlarged Group had the Acquisition taken place as at 31 March 2019 or any future date.

The Unaudited Pro Forma Financial Information should be read in conjunction with the historical financial information of the Group as set out in the published annual report of the Group for the year ended 31 March 2019, and other financial information included elsewhere in this Circular.

IV – 1

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

B. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP AS AT 31 MARCH 2019

ASSETS AND LIABILITIES Non-current assets Plant and equipment Interest in a subsidiary Financial assets at FVTPL Deferred tax assets Brands and trademarks Other assets Current assets Properties for development Inventories Accounts receivable Prepayments, deposits and other receivables Tax recoverable Cash and bank balances Current liabilities Accounts payable Accrued liabilities and other payables Amount due to immediate holding company Amount due to intermediate holding company Amounts due to non-controlling shareholders Tax liabilities Net current assets Non-current liabilities Tax liabilities Net assets	The Group as at 31 March 2019 HK$ million (Note 1) 1 – 7 4 166 1	The Target Company as at 30 June 2019 RMB million (Note 2) – – – – – –	The Target Company as at 30 June 2019 Pro forma adjustments Unaudited pro forma of the Enlarged Group as at 31 March 2019 HK$ million equivalent HK$ million HK$ million HK$ million HK$ million HK$ million HK$ million (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) (Note 7) – 1 – 12 (12) – – 7 – 4 – 166 – 1 – 179 201 2 203 – 28 – 5 – 7 – 1 – 5 (2) 427 201 671 – 2 – 13 96 (96) – 98 (98) – – 194 194 – 14 194 223 7 448 – 17 7 610	Unaudited pro forma of the Enlarged Group as at 31 March 2019 HK$ million 1 – 7 4 166 1
	179	–		179
	– 28 5 7 1 424	176 – – – – –
	465	176		671
	2 13 – – – 14	– – 84 86 – –		2 13 – – 194 14
	29	170		223
	436	6		448
	17	–		17
	598	6		610

• The amount is less than HK$1 million.

IV – 2

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

Notes:

1. The amounts are based on the audited consolidated statement of financial position of the Group as at 31 March 2019 as extracted from the annual report of the Group for the year ended 31 March 2019.

2. The financial information of the Target Company is extracted from the audited statement of financial position as at 30 June 2019 as set out in the Accountants’ Report of the Target Company included in Appendix II to this Circular.

The presentation currency of the Target Company is Renminbi (‘‘RMB’’). For illustrative purpose, the assets and liabilities of the Target Company as at 30 June 2019 are translated into HK$, the presentation currency of the Group, at the exchange rate of RMB1.000 to HK$1.143 and presented in this Unaudited Pro Forma Financial Information in the nearest million (HK$ million) unless otherwise stated.

Such translation does not constitute a representation that any amount has been, could have been, or may otherwise be exchanged or converted at the above rate.

1. Pursuant to Capital Increase Agreement entered into on 1 August 2019 between the Target Company, its existing shareholder and Guangzhou Ruihua Property Development Company Limited (‘‘Guangzhou Ruihua’’, being Investor as defined in the Circular) and as a condition precedent to the Acquisition, the existing shareholder of the Target Company has agreed to pay up an amount of capital amounting to RMB4,345,000 (approximately HK$4,966,000) to the Target Company. This transaction is considered by the directors of the Company as an integral part of the Acquisition and has been accounted for in the Unaudited Pro Forma Financial Information to reflect the financial position of the Target Company at the date of completion of the Acquisition.

2. The adjustment represents the injection of RMB10,408,200 (approximately HK$11,897,000) to the Target Company pursuant to the Capital Increase Agreement entered on 1 August 2019.

3. For accounting purpose, the Acquisition is considered by the directors of the Company as an acquisition of a group of assets and liabilities, rather than an acquisition of a business pursuant to Hong Kong Financial Reporting Standard 3 (Revised) ‘‘Business Combinations’’. As a result, the consideration transferred to affect the transaction has been allocated to the individual identifiable assets acquired and liabilities on the basis of their relative fair values on the date of purchase.

For the purpose of the Unaudited Pro Forma Financial Information and for illustrative purpose only, the directors of the Company have assessed the fair value of assets and liabilities acquired by the Group based on directors’ best estimate and with reference to the valuation performed by Cushman & Wakefield Limited using direct comparison approach.

IV – 3

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Details of the identifiable assets and liabilities of the Target Company acquired are as follows:

Properties for development Cash and cash equivalents Accrued liabilities and other payables Due to immediate holding company (Note 6) Due to intermediate holding company (Note 6) Net assets	Net assets as at 30 June 2019 Adjustment to net assets (Note) HK$’000 HK$’000 201,168 (216) 12 (27) (95,738) (98,527) 6,888	Adjusted net assets as at 30 June 2019 HK$’000 200,952 12 (27) (95,738) (98,527)
		6,672

• Note: The amount of HK$216,000 represents the excess of aggregated pro forma carrying amount of net identifiable assets and liabilities acquired (net of non-controlling interest) over the consideration transferred, such amount is allocated to the properties for development.

• Upon the completion of the Acquisition, the amounts due to the immediate holding company and the intermediate holding company of the Target Company are reclassified as the amounts due to non-controlling shareholders.

• The adjustment represents the estimated transaction cost in relation to the Acquisition, which was estimated to be approximately HK$2 million and treated as part of the cost of assets acquisition. The adjustment is not expected to have a continuing effect on the Enlarged Group.

For the purpose of the Unaudited Pro Forma Financial Information, the transaction cost is assumed to be settled by cash as at 31 March 2019.

1. Save as aforesaid, no other adjustments have been made to reflect any trading result or other transactions of the Enlarged Group entered into subsequent to 31 March 2019. Unless otherwise stated, the adjustments above are not expected to have a continuing effect on the Enlarged Group.

IV – 4

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

C. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report, received from the independent reporting accountants, Moore Stephens CPA Limited, Certified Public Accountants, Hong Kong, on the unaudited pro forma financial information of the Enlarged Group as set out in this appendix and prepared, for inclusion in this circular:

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INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Nimble Holdings Company Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Nimble Holdings Company Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’), and Changsha Ningxiang Minjun Real Estate Development Co., Ltd.) (the ‘‘Target Company’’) (collectively the ‘‘Enlarged Group’’) by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of assets and liabilities as at 31 March 2019 (the ‘‘Unaudited Pro Forma Financial Information’’) as set out on pages IV-1 to IV-4 of the circular issued by the Company dated 19 September 2019 (the ‘‘Circular’’), in connection with the acquisition of 51% of equity interest of the Target Company by way of capital contribution to the Target Company. The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on pages IV-1 to IV-4.

IV – 5

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Acquisition on the Group’s assets and liabilities as at 31 March 2019 as if it had taken place on 31 March 2019. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s audited consolidated financial statements as included in the annual report of the Group for the year ended 31 March 2019.

Information about the Target Company’s financial position has been extracted by the Directors from financial information of the Target Company as at 30 June 2019, on which an accountants’ report has been published in Appendix II to this Circular.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

IV – 6

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of the Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Acquisition at 31 March 2019 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Acquisition, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the Acquisition in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

IV – 7

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

Moore Stephens CPA Limited

Certified Public Accountants Hong Kong, 19 September 2019

IV – 8

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

The following is the text of a letter and valuation report prepared for the purpose of incorporation in this circular received from Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of market value in existing state of the Target Land in the PRC as at 30 June 2019.

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16th Floor Jardine House 1 Connaught Place Central Hong Kong

19 September 2019

The Directors

Nimble Holdings Company Limited Flat C01, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong

Dear Sirs,

• Re: The Target Land, comprises a residential land with a site area of approximately 49,502.99 sq. m. and an estimated planned floor area of approximately 193,000 sq. m. for residential use, situated at the west of Ningxiang Avenue, north of Tongjie Road, Jingkai District, Ningxiang City, Hunan Province, the PRC

INSTRUCTIONS, PURPOSE & VALUATION DATE

In accordance with the instructions from Nimble Holdings Company Limited (the ‘‘Company’’) for us to prepare market valuation of the Target Land held by Changsha Ningxiang Minjun Real Estate Development Co., Ltd（長沙市寧鄉敏駿房地產開發有限公司）* (the ‘‘Target Company’’) in the People’s Republic of China (the ‘‘PRC’’), we confirm that we have carried out inspection, made relevant enquiries and obtained such further information as we considered necessary for the purpose of providing you with our opinion of the market value in existing state of the Target Land as at 30 June 2019 (the ‘‘valuation date’’).

• For identification only

V – 1

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

DEFINITION OF MARKET VALUE

Our valuation of the Target Land represents its market value which in accordance with HKIS Valuation Standards 2017 published by The Hong Kong Institute of Surveyors (‘‘HKIS’’) is defined as ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without ’’ compulsion .

VALUATION BASIS & ASSUMPTIONS

Our valuation excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value available only to a specific owner or purchaser.

In the course of our valuation of the Target Land situated in the PRC, with reference to the PRC legal opinion of the legal adviser, Tian Yuan Law Firm, we have prepared our valuation on the basis that transferable land use rights in respect of the Target Land for its specific term at nominal annual land use fees have been granted and that any premium payable have already been fully paid. We have relied on the information and advice given by the Company and the PRC legal opinion of the Company’s legal adviser, dated 16 September 2019, regarding the title to the Target Land and the interest in the Target Land. In valuing the Target Land, we have prepared our valuation on the basis that the owner has enforceable title to the Target Land and have free and uninterrupted rights to use, occupy or assign the Target Land for the whole of the unexpired terms as granted.

No allowance has been made in our valuation for any charges, pledges or amounts owing on the Target Land nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is valued on the basis that the Target Land is free from encumbrances, restrictions and outgoings of any onerous nature which could affect its value.

METHOD OF VALUATION

In valuing the Target Land, which is held by the Target Company for future development in the PRC, we have valued the Target Land by Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market and where appropriate, we have also taken into account the expended relevant fees applicable to the Target Land. Direct Comparison Approach is the commonly used and reliable valuation approach where sales evidences are available.

In valuing the Target Land, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and HKIS Valuation Standards 2017.

V – 2

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

SOURCE OF INFORMATION

In the course of our valuation, we have relied to a considerable extent on the information given by the Company and have accepted advice on such matters as planning approvals or statutory notices, easements, tenure, expended relevant fees, development scheme, identification of the Target Land, site and floor areas and all other relevant matters.

Dimensions, measurements and areas included in the valuation report are based on the information provided to us and are therefore only approximations. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided.

We would point out that the copies of documents provided to us are mainly compiled in Chinese characters and the transliteration into English represents our understanding of the contents. We would therefore advise the Company to make reference to the original Chinese edition of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

TITLE INVESTIGATION

We have been provided by the Company with copies of documents in relation to the current title to the Target Land. However, we have not been able to conduct searches to verify the ownership of the Target Land; we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us. We are also unable to ascertain the title of the Target Land in the PRC and we have therefore relied on the advice given by the PRC Legal adviser and the Company.

SITE INSPECTION

Our Changsha Office valuer, Ms. Jessie Zhang 張潔 (Registered China Real Estate Valuer with 6 years’ experience in the PRC), has inspected the exterior and, wherever possible, the interior of the Target Land in July 2019. However, we have not carried out investigation on site to determine the suitability of the soil conditions and the services etc. for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary costs or delays will be incurred during the construction period.

Unless otherwise stated, we have not carried out on-site measurements to verify the site and floor areas of the Target Land and we have assumed that the areas shown on the copies of the documents handed to us are correct.

V – 3

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

CURRENCY

Unless otherwise stated, all monetary amounts indicated herein our valuation are in Renminbi (RMB) which is the official currency of the PRC.

We attach herewith the valuation report.

Yours faithfully, For and on behalf of

Cushman & Wakefield Limited

Philip C Y Tsang

Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser

MSc, MHKIS Director

Note: Mr. Philip C Y Tsang is Registered Professional Surveyor who has over 26 years’ experience in the valuation of properties in the PRC.

V – 4

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

VALUATION REPORT

The Target Land held by the Target Company for future development in the PRC

Property Description and tenure The Target Land, The Target Land comprises a residential land comprises a residential with a site area of approximately 49,502.99 sq. land with a site area of m. and an estimated planned gross floor area of approximately 49,502.99 192,543.94 sq. m. for residential use.

The Target Land, comprises a residential land with a site area of approximately 49,502.99 sq. m. and an estimated planned floor area of approximately 193,000 sq. m. for residential use, situated at the west of Ningxiang Avenue, north of Tongjie Road, Jingkai District, Ningxiang City, Hunan Province, the PRC

Uses Residential Commercial Kindergarten Ancillaries & overhead Above-ground Sub-total: Basement Total:	Approximate Gross Floor Area (sq. m.) 143,971.18 1,528.01 1,978.22 1,032.56
	148,509.97 44,033.97
	192,543.94

Market value in existing state as at Particulars of occupancy 30 June 2019 As at the valuation date, RMB176,000,000 the Target Land was a (RENMINBI ONE vacant site and scheduled HUNDRED to be developed before SEVENTY SIX the end of 2019 and MILLION) scheduled to be completed before June 2023.

This Target land is located in the area west of Ningxiang Avenue（寧鄉大道）, north of Tongjie Road（桐界路）, Jingkai District, Ningxiang City. Developments nearby comprise commercial facilities, primary schools and residential projects, etc.

According to the Company, the Target Land is planned for residential use. There is no environmental issues and litigation dispute; there is no plan to change the use of the Target Land.

The land use rights of the Target Land have been granted for 70 years due to expire on 30 May 2089 for residential use.

V – 5

VALUATION REPORT OF THE TARGET LAND

APPENDIX V

Notes:

• (1) According to Real Estate Title Certificate No. (2019) 0014811 dated 2 July 2019, the land use rights of the Target Land comprising a site area of 49,502.99 sq. m. has been granted to the Target Company for 70 years due to expire on 30 May 2089 for residential use.

• (2) According to State-owned Land Use Rights Grant Contract No. 4301242019049 dated 3 June 2019, the land use rights of the Target Land is granted as below:

Grantee: The Target Company Site Area: 49,502.99 sq. m. Land Use Term: 70 years for residential Land Premium: RMB139,590,000 Plot Ratio: Residential: 1.0 < R ≤ 3.0 Building Covenant: Construction to commence before 3 June 2020. Construction to complete before 3 June 2023.

As advised by the Company, the expended relevant fees applicable to the Target Land is approximately RMB29.72 million.

• (3) According to the 2019 Business License No. 91430124MA4QGW16L, the Target Company was established as a limited liability company with a registered capital of RMB10,000,000 and a long-term operation period.

• (4) According to the PRC legal opinion:

• (i) the Target Company has obtained the Real Estate Title Certificate of the Target Land and the Real Estate Title Certificate is valid and legal;

• (ii) the Target Company is the sole legal land user of the Target Land; and

• (iii) there is no guarantee, mortgage, seizure or other form of right establishment or restriction related to the land use rights of the Target Land;

• (5) The status of the title and grant of major approvals and licence in accordance with the information provided by the Company and the opinion of the PRC legal adviser:

Real Estate Title Certificate Yes State-owned Land Use Rights Grant Contract Yes Business License Yes

V – 6

GENERAL INFORMATION

APPENDIX VI

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules 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 circular 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 circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the ‘‘Model Code’’) to be notified to the Company and the Stock Exchange, were as follows:

		Number of	shares held
						Percentage of
		Corporate		Other		total issued
Name of Director	Nature of interests	interests	Note	interests	Note	shares
Mr. Tan	Long position	3,616,712,779	(ii)	439,180,000	(iii)	73.85%

Notes:

• (i) As at the Latest Practicable Date, the total number of issued shares of the Company was 5,492,232,889.

• (ii) The 3,616,712,779 shares in which Mr. Tan is deemed to hold interests under the SFO are the shares held by Wealth Warrior Global Limited (‘‘Wealth Warrior’’), which is wholly owned by Mr. Tan.

• (iii) The 439,180,000 shares are owned by Merchant Link Holdings Limited and Rise Vision Global Limited, each of which holds 219,590,000 shares and they are indirectly owned by a discretionary trust. Mr. Tan is a director of both Merchant Link Holdings Limited and Rise Vision Global Limited and is the settlor and a beneficiary of the discretionary trust. In this respect, Mr. Tan is deemed to hold interests of these shares under the SFO.

VI – 1

GENERAL INFORMATION

APPENDIX VI

Save as disclosed above, none of the Directors or chief executive of the Company had, or were deemed to hold, any interests or short positions in any shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required to be entered in the register referred to therein pursuant to section 352 of the SFO; or (iii) were required, pursuant to the Model Code to be notified to the Company and the Stock Exchange, as at the Latest Practicable Date.

(b) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as known to the Directors or chief executive of the Company, the following persons (other than Directors or chief executive of the Company) had interests or short positions in the Shares or underlying shares of the Company under provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under section 336 of the SFO:

			Approximate
		Number of Shares	percentage of
Name of substantial Shareholder	Capacity	held/interested	shareholding
Wealth Warrior	Beneficial owner	3,616,712,779 (L)	65.85%
Sino Bright Enterprises Co., Ltd.	Beneficial owner and person	1,023,463,423 (L)	18.63%
(‘‘Sino Bright’’)	having a security interest in	(Note 1)
	shares
Accolade (PTC) Inc. (‘‘Accolade’’)	Trustee	1,428,573,488 (L)	26.01%
		(Notes 1, 2)
Airwave Capital Limited	Interest of controlled Corporation	405,088,388 (L)	7.38%
(‘‘Airwave’’)		(Note 3)
Barrican Investments Corporation	Beneficial owner and interest of	405,088,388 (L)	7.38%
(‘‘Barrican’’)	controlled corporation	(Notes 2, 4)
Splendid Brilliance (PTC) Limited	Trustee	439,180,000 (L)	8.00%
(‘‘Splendid Brilliance’’)		(Note 5)

• The letter ‘‘L’’ denotes a person’s ‘‘long position’’ (as defined under Part XV of the SFO) in such shares.

VI – 2

GENERAL INFORMATION

APPENDIX VI

Notes:

1. Sino Bright, as beneficial owner, owns 23,463,423 Shares, representing approximately 0.42% of the total issued share capital of the Company. Sino Bright is deemed to be interested in 1,000,000,000 Shares pursuant to the legal charge under the share mortgage dated 26 September 2017 in favour of Sino Bright (as mortgagee) granted by Wealth Warrior (as mortgagor) as security for the deferred consideration of HK$587,851,913 under the sale and purchase agreement dated 22 September 2017 between Sino Bright (as vendor) and Wealth Warrior (as purchaser).

2. Accolade is deemed to have interests in 1,428,573,488 Shares as the trustee to the discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited (‘‘The Ho Family Trust’’). The Ho Family Trust directly owns 15,939 Shares. The Ho Family Trust is deemed to be interested in the Shares held by Barrican, McVitie Capital Limited (‘‘McVitie‘‘）, Grosvenor Fair Limited and Sino Bright, which are wholly owned subsidiaries of The Ho Family Trust and directly own 335,042,717 Shares, 70,045,671 Shares, 5,738 Shares and 1,023,463,423 Shares, respectively.

3. Barrican is a wholly owned subsidiary of Airwave Capital Limited (‘‘Airwave’’) and owns 100% interests in McVitie. Accordingly, Airwave is deemed to be interested in the Shares held by Barrican and McVitie.

4. McVitie is a wholly owned subsidiary of Barrican. Accordingly, Barrican is deemed to be interested in the Shares held by McVitie.

5. Splendid Brilliance, being a party acting in concert with Wealth Warrior, is deemed to have interests in 439,180,000 Shares as the trustee to the discretionary trust which indirectly owns the entire issued share capital of Merchant Link Holdings Limited and Rise Vision Global Limited, each of which holds 219,590,000 Shares. Mr. Tan is a director of both Merchant Link Holdings Limited and Rise Vision Global Limited and is the settlor and a discretionary beneficiary of the discretionary trust. Ms. He Guichai is the sole director and sole shareholder of Splendid Brilliance.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor chief executive of the Company was aware of any other person (other than the Directors or chief executive of the Company) or corporation who had an interest or short position in the Shares or underlying shares of the Company under provisions of Divisions 2 and 3 of Part XV of the SFO which were required to be recorded in the register kept by the Company pursuant to Section 336 of the SFO.

3. DIRECTORS’ COMPETING INTERESTS

To the best knowledge of the Directors, as at the Latest Practicable Date, none of the Directors and their respective close associates is and was interested in any business which competes, or may compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

VI – 3

GENERAL INFORMATION

APPENDIX VI

4. DIRECTOR’S INTERESTS IN ASSETS OF THE GROUP

As at the Latest Practicable Date, save for the Capital Increase Agreement in which Mr. Tan and Mr. Deng are interested, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 March 2019 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

5. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, save for the Capital Increase Agreement and the Loan Agreements in which Mr. Tan and Mr. Deng are interested, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into any service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

7. MATERIAL LITIGATION

The Shares were suspended from trading on the Stock Exchange on 30 May 2011. Pursuant to an order of the High Court of the Hong Kong Special Administrative Region (the ‘‘High Court’’), Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited were appointed as the provisional liquidators of the Company (the ‘‘Former Provisional Liquidators’’) on 31 May 2011. The Company completed the restructuring of the Group and fulfilled all resumption conditions imposed by the Stock Exchange and trading in the Shares resumed on 30 May 2016. The Former Provisional Liquidators were discharged and released on 26 May 2016 by the High Court. In an order made by the High Court on 9 May 2016 in respect of case HCCW 177/2011, the Company is required to:

• (i) indemnify and keep indemnified the Former Provisional Liquidators in the event that the funds paid into Court are insufficient to meet the taxed fees and expenses of the Former Provisional liquidators; and

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• (ii) indemnify and keep indemnified Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited in respect of the costs of the defence of proceedings HCA 92/2014, subject to the final determination of HCA 92/2014. HCA 92/2014 is a legal case filed in January 2014 in the High Court of Hong Kong by Sino Bright against Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited for alleged misrepresentation and the case is ongoing.

As at the Latest Practicable Date, the Company has received no such requests for the related fees, costs and expenses.

The legal case with the High Court under HCA 48/2014 against the former associates of the Company, Sansui Electric Co., Limited, registered in Japan (‘‘SEC’’) and Sansui Sales Pte. Limited (‘‘SSPL’’) was discontinued in the year ended 31 March 2018. During the year, SEC has been dissolved and SSPL has been struck off.

The Directors are of the view that no provision is necessary for any of the matters described above, after having considered their respective merits.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other litigation or claims of material importance which were pending or threaten against any member of the Group.

8. MATERIAL CONTRACT

Save as disclosed below, the Group did not enter into any contract which was or might be material other than those entered into in the ordinary course of business carried on or intended to be carried on by the Company or any of its subsidiaries within two years immediately preceding and including the Latest Practicable Date:

• (a) the Capital Increase Agreement.

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9. QUALIFICATIONS OF EXPERTS AND CONSENTS

The following is the qualification of the expert who has given opinions or advice, which are contained in this circular:

Name Qualification

Gram Capital Limited a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO

Moore Stephens CPA Limited Certified Public Accountants Cushman & Wakefield Limited an independent property valuer

Each of the experts named above has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter and/or references to its name in the form and context in which it appears in this circular.

As at the Latest Practicable Date, each of the experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group.

As at the Latest Practicable Date, each of the experts did not have any interest, either directly or indirectly, in any assets which have been since 31 March 2019 (being the date to which the latest published audited consolidated financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

10. MISCELLANEOUS

• (a) The registered office of the Company is situated at Wessex House, 5th Floor, 45 Reid Street Hamilton HM 12, Bermuda.

• (b) The secretary of the Company is Mr. Hui Yick Lok, Francis, who is an associate member of the Hong Kong Institute of Certified Public Accountants.

• (c) The Company’s principal place of business in Hong Kong is situated at Flat C01, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong.

• (d) The Company’s share registrar and transfer office in Hong Kong is Tricor Tengis Limited, Level 54, Hopewell Center 183 Queen’s Road East, Hong Kong.

• (e) The English texts of this circular shall prevail over the respective Chinese texts in case of any inconsistency.

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11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be on available for inspection during the normal business hours from 9:00 a.m. to 6:00 p.m. on any weekday (except public holidays) at the principal place of business of the Company in Hong Kong up to and including the date which is 14 days from the date of this circular:

• (a) the memorandum of continuance and bye-laws of the Company;

• (b) the annual reports of the Company for the two financial years ended 31 March 2018 and 2019;

• (c) the letter from the Board, the text of which is set out on pages 6 to 19 of this circular;

• (d) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages 20 and 21 of this circular;

• (e) the letter from Gram Capital, the text of which is set out on pages 22 to 33 of this circular;

• (f) the accountants’ report of the Target Company, the text of which is set out in Appendix II to this circular;

• (g) the unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix IV to this circular;

• (h) the valuation report of the Target Land, the text of which is set out in Appendix V to this circular;

• (i) the written consents referred to in the section headed ‘‘9. Qualifications of experts and consents’’ in this appendix;

• (j) the material contract referred to in the section headed ‘‘8. Material contract’’ in this appendix; and

• (k) this circular.

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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 186)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of Nimble Holdings Company Limited (the ‘‘Company’’) will be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 10 October 2019 at 4:00 p.m., for the purposes of considering and, if thought fit, passing with or without modifications, the following resolution:

ORDINARY RESOLUTION

‘‘THAT

• (a) the capital increase agreement dated 1 August 2019 (the ‘‘Capital Increase Agreement’’) entered into between Changsha Ningxiang Minjun Real Estate Development Co., Ltd.（長沙市寧鄉敏駿房地產開發有限公司）, Guangzhou Minjie Real Estate Development Co., Ltd.（ 廣州市敏捷房地產開發有限公司 ）and Guangzhou Ruihua Property Development Company Limited*（廣州市瑞華物業發展 有限公司）, a copy of which is marked ‘‘A’’ and initialed by the chairman of the meeting for the purpose of identification, and the terms and conditions thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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• (b) the authorisation to any one of the directors of the Company (the ‘‘Director(s)’’), or any other person authorised by the board of Director(s) (the ‘‘Board’’) from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or they may in his or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Capital Increase Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Capital Increase Agreement or the transactions contemplated thereunder be and are hereby approved, confirmed and ratified.’’

By Order of the Board Nimble Holdings Company Limited Tan Bingzhao Chairman and Executive Director

Hong Kong, 19 September 2019

• For identification purposes only

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

2. In order to be valid, a proxy form together with a power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a member of the Company from attending and voting in person at the above meeting if he/she is subsequently able to be present and, in such event, the proxy form shall be deemed to be revoked.

3. A proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under seal or under the hand of an officer or attorney duly authorised to sign the same.

4. In the case of joint holders of any share, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders is present at the above meeting, either personally or by proxy, the joint holder whose name stands first in the register of members of the Company, will alone be entitled to vote in respect of any such share.

5. On a poll, every member present at the meeting shall be entitled to one vote for every fully paid-up share of which he/she is the holder. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was so required or demanded.

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1. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 4 October 2019 to Thursday, 10 October 2019, both days inclusive, in order to determine the identity of the members of the Company who are entitled to attend and vote at the above meeting. All transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Hong Kong share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Thursday, 3 October 2019.

2. References to time and dates in this notice are to Hong Kong time and dates.

3. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Tan Bingzhao and Mr. Deng Xiangping; and three independent non-executive Directors, namely, Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.

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