Greentech Technology International Limited — M&A Activity 2014

Sep 28, 2014

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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L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利海資源國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

Memorandum of Understanding

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions. Expressions used herein shall have the meanings defined in the body text of this announcement.

The Board wishes to notify shareholders and potential investors of the Company that the Company and Keenet International entered into the MOU on 26 September 2014, pursuant to which the Company intends to acquire and Keenet International intends to sell and procure to sell its 49% equity interest in the Target Company.

The MOU is not legally binding, except for the provisions on conditions precedent for completion of the Proposed Acquisition, issue price of the ordinary shares to be issued for the Proposed Acquisition, exclusivity, confidentiality, governing laws and notification and certain general provisions.

The Target Company is principally engaged in production of health food, beverage, edible vegetable oil and cosmetics; import and domestic procurement and wholesale of pre-packaged food; and manufacturing of synthetic detergents, toothpastes, filters, measuring cups, mixing cups and other plastic products and packaging supplies for the aforesaid products in People’s Republic of China.

The Proposed Acquisition is subject to execution of formal legal documentation by the parties. The Board wishes to emphasize that the Proposed Acquisition may or may not proceed with. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

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This announcement is made by L’sea Resources International Holdings Limited (the “ Company ”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (“ Inside Information Provisions ”, as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

PROPOSED ACQUISITION

The board of directors of the Company (the “ Board ”) is pleased to announce that the Company and Keenet International Investment Limited (“ Keenet International ”) entered into a memorandum of understanding (“ MOU ”) for acquisition on 26 September 2014, pursuant to which the Company intends to acquire and Keenet International intends to sell and procure to sell its 49% equity interest in Yangzhou Perfect Co., Ltd. (揚州完美日用品有限公司) (the “ Target Company ”, a limited liability company established under the laws of People’s Republic of China) (the “ Proposed Acquisition ”).

PRINCIPAL TERMS OF THE MOU

The MOU is not legally binding (namely, Keenet International has no obligation to sell to the Company, and the Company has no obligation to acquire from Keenet International, the equity interest held by it in the Target Company), except for the provisions on conditions precedent for completion of the Proposed Acquisition, issue price of the ordinary shares to be issued for the Proposed Acquisition, exclusivity, confidentiality, governing laws and notification and certain general provisions.

Conditions Precedent

Completion of the Proposed Acquisition is conditional upon, among others, all the following conditions precedent as set out in the MOU being fulfilled:

• (i) Each party has completed its due diligence investigation and is satisfied with the conclusion of investigation;

• (ii) A definitive acquisition agreement on the Proposed Acquisition is entered into and executed;

• (iii) All approvals, permits, licenses or qualification certificates of the Company and the Target Company relevant to their respective businesses remain in force; and

• (iv) None of the Company and the Target Company has conducted any activity or passed any resolution which adversely affects its business, or issued any shares or securities or bonds of equity nature.

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Validity Period and Termination

The MOU shall remain effective within twelve months from the date of execution (“ Validity Period ”), subject to reduction or extension as the parties may agree in writing. Pursuant to the MOU, Keenet International and the Company agreed to negotiate in good faith on the Proposed Acquisition within the Validity Period. The MOU shall terminate i) where no definitive agreement is executed or no agreement on an extension to the Validity Period is reached by the parties upon expiry of the Validity Period; or ii) where a written agreement is entered into or a definitive agreement on the Proposed Acquisition is entered into and executed by the parties (whichever is earlier).

Consideration and Payment Term

The consideration for the Proposed Acquisition, as negotiated by the parties based on the fair valuation of the Target Company, will be satisfied by way of an issuance of new shares of the Company in principle (subject to change as the parties may agree through negotiation) at the issue price of HK$0.288 per share.

Exclusivity

The parties agreed that each party undertakes that during the Validity Period, save for otherwise agreed in writing by the parties:

• (i) it shall not negotiate or conduct with a third party any transaction which is similar to or same as the Proposed Acquisition; and

• (ii) it shall not solicit, start, encourage, respond positively to, or affirmatively accept any relevant proposal, offer, recommendation or discussion of investment purpose.

It is also agreed that each party shall do its utmost to procure its shareholders to comply with the exclusivity provisions.

INFORMATION ON THE TARGET COMPANY

The Target Company is principally engaged in production of health food, beverage, edible vegetable oil and cosmetics; import and domestic procurement and wholesale of pre-packaged food; and manufacturing of synthetic detergents, toothpastes, filters, measuring cups, mixing cups and other plastic products and packaging supplies for the aforesaid products in People’s Republic of China.

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RELATIONSHIP BETWEEN KEENET INTERNATIONAL AND THE COMPANY

Keenet International holds 10% equity interest in Munsun Assets Management Limited, a substantial shareholder of the Company. Moreover, Mr. Koo Yuen Kim (“ Mr. Koo ”), one of the controlling shareholders of Keenet International, indirectly holds 15% equity interest in Munsun Assets Management Limited. Mr. Koo and his spouse also indirectly hold 95% equity interest in the remaining corporate shareholder of the Target Company (such corporate shareholder holds 51% equity interest in the Target Company).

In addition, as Mr. Koo also holds 100% or the majority equity interest in two of the funds managed by Munsun Assets Management Limited respectively, and such funds in turn hold approximately 16.7% shares in the Company in total, the Proposed Acquisition may constitute a connected transaction of the Company.

REASONS FOR THE PROPOSED ACQUISITION

The Company and its subsidiaries (the “ Group ”) are principally engaged in exploitation of tin metal and sale of tin concentrates. The Group’s businesses are exposed to cyclical fluctuations in tin metal prices and tin market supply and demand from time to time. The production business of health food, beverage and edible oil of the Target Company may provide a profit source for the Group. Therefore, the Board believes that the Proposed Acquisition, upon completion, will allow the Group to benefit from the more stable income flows from the Target Company, which is conducive for the Group to diversify its business risks.

The Proposed Acquisition is subject to execution of formal legal documentation by the parties. The Board wishes to emphasize that the Proposed Acquisition may or may not proceed with. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

L’sea Resources International Holdings Limited Chen Zhenliang Chairman

Hong Kong, 28 September 2014

As at the date of this announcement, the board of directors of the Company comprises Mr. CHEN Zhenliang (Chairman), Mr. NIE Dong, Mr. CHEUNG Wai Kuen and Mr. WANG Chuanhu as executive directors; Prof. QIU Guanzhou and Dr. SHI Hao, Simon as non-executive directors and Mr. CHI Chi Hung, Kenneth as independent non-executive director.

Website: http://www.lsea-resources.com

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