Grace Life-tech Holdings Limited — M&A Activity 2015

Jan 27, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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CAA Resources Limited 優庫資源有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02112)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance, Cap. 571, Laws of Hong Kong.

On 27 January 2015 after trading hours, the Purchaser (being a wholly-owned subsidiary of the Company) entered into the MOU with the Vendors in relation to the proposed acquisition of partial issued share capital of the Target. The Target Group is principally engaged in internet finance in the PRC.

To the best of the Directors’ information and belief having made all reasonable enquiry, the Vendors are third parties independent of and not connected with the Company and its connected persons.

Under the MOU, the Vendors shall not negotiate or agree with any other party relating to the Proposed Acquisition for a period of 120 days (“ Exclusive Period ”) from the date of the MOU. The MOU does not create legally binding obligations on the parties in relation to the Proposed Acquisition but is legally binding as to such terms relating to Exclusive Period. The Proposed Acquisition is subject to the negotiation and execution of a formal sale and purchase agreement between the parties.

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As the MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares of the Company.

DEFINITIONS

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

“Company” CAA Resources Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange “connected persons” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “MOU” the memorandum of understanding dated 27 January 2015 made between the Vendors and the Purchaser “PRC” The People’s Republic of China “Proposed Acquisition” the proposed acquisition of the partial issued share capital of the Target by the Purchaser from the Vendors “Purchaser” 3W Development Limited, a wholly owned subsidiary of the Company “Shareholder(s)” the holder(s) of the Shares “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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“Target”

a company incorporated in Cayman Islands which is principally engaged in internet finance in the PRC

“Target Group”

the Target and its subsidiaries

“Vendors”

the vendors under the MOU, being two shareholders of the Target

By Order of the Board CAA Resources Limited Li Yang

Chairman and Chief Executive Officer

Hong Kong, 27 January 2015

As at the date of this announcement, the executive Directors are Mr. Li Yang, Ms. Li Xiaolan, Mr. Wang Er and Mr. Dong Jie, and the independent non-executive Directors are Mr. Kong Chi Mo, Dr. Li Zhongquan and Dr. Wang Ling.

* For identification only

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