Mao Geping Cosmetics Co., Ltd. - Capital/Financing Update 2017

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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(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

VERY SUBSTANTIAL ACQUISITION IN RELATION TO A JOINT VENTURE INVESTMENT AND PROVISION OF AN ADVANCE AND RESUMPTION OF TRADING

JV INVESTMENT

GWPA Property has agreed to subscribe for 29.9% of JVCo Class A Shares. The total Contribution agreed to be contributed by GWPA Property under the JV Investment (other than the Advance) will be up to HK$3,192,000,000.

The JVCo is the holding company in the JV Group which carries on the business of acquiring, holding, managing, developing or disposing of the Portfolio Assets comprising certain commercial properties and shopping centres, plazas and carparks in Hong Kong. The JV Group has contracted to purchase the Portfolio Assets following acceptance of its Bid by the Seller on 28 November 2017. Completion of the acquisition of the Portfolio Assets is expected to take place by the end of February 2018. The JVCo will not be a consolidated subsidiary of the Group.

Under the Shareholders Agreement, GWPA Property shall have the Call Option which entitles GWPA Property to purchase from the JV Group the Option PropCo holding the Selected Asset comprised in the Portfolio Assets at the Exercise Price. The Call Option is exercisable by GWPA Property at its discretion at any time within the 18-month Option Period commencing after the closing date of the purchase of the Portfolio Assets by the JV Group. In connection with the grant of the Call Option, GWPA Property has agreed to provide the interest-free Advance of not more than HK$743,000,000 to the JVCo.

LISTING RULES IMPLICATIONS

As the relevant applicable percentage ratios based on the total capital commitments of GWPA Property (being HK$3,935,000,000, representing the aggregate amount of the Great Wall Commitment and the maximum amount of the Advance) exceeds 100%, the JV Investment constitutes a very substantial acquisition for the Company which is subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Company will convene the SGM for the Shareholders to consider and, if thought fit, to grant the Shareholders’ Approval in respect of the JV Investment (including the provision of the Advance) and the relevant transactions under the Shareholders Agreement.

The Company will seek Shareholders’ Approval for the JV Investment (including the provision of the Advance) at the SGM. The Company will issue a VSA Circular, together with a notice of the SGM, providing, among other things, further information on the JV Investment (including the provision of the Advance) and other relevant information as required under the Listing Rules. The VSA Circular is expected to be despatched by the Company on or before 29 December 2017 to allow sufficient time for the preparation of the relevant information for inclusion therein. GW Holding has undertaken that it will, under all circumstances, vote in favour of all and any resolution(s) at the SGM to approve the transactions under the Shareholders Agreement.

The GW Holding Shareholder’s Loan to the Group is unsecured and obtained on normal commercial terms or better. Therefore, it is fully exempt from shareholder’s approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules.

Shareholders and potential investors of the Company should note that the JV Investment (including the provision of the Advance) is still subject to the Shareholders’ Approval and may or may not materialise. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing or contemplating in dealing in the Shares.

RESUMPTION OF TRADING

Trading in the Shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 29 November 2017 at the request of the Company pending the publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 4 December 2017.

1. SHAREHOLDERS AGREEMENT DATED 28 NOVEMBER 2017

On 28 November 2017 (after trading hours), GWPA Property (a wholly-owned subsidiary of the Company) entered into the Shareholders Agreement with the Other JV Investors, the JVCo and the Manager in relation to the JVCo. This announcement is made by the Company regarding the investment interests of GWPA Property as a JV Investor in the JVCo and the relevant transactions under the Shareholders Agreement.

1.1 Parties

The Shareholders Agreement is made between (1) three JV Investors; (2) the JVCo; and (3) the Manager.

GWPA Property is one of the JV Investors. The lead JV Investor and the Manager are investment holding companies associated with a global real estate private equity firm. The Other JV Investor is a wholly-owned subsidiary of a leading global investment banking, securities and investment management firm. The JVCo is the holding company in the JV Group, which carries on the business of acquiring, holding, managing, developing or disposing of the Portfolio Assets in accordance with the Shareholders Agreement.

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiry, the above counterparties and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

1.2 Condition

The obligations of the Parties under the Shareholders Agreement are conditional upon the Bid being accepted by the Seller, either in whole or in part, on or before 30 November 2017 (or such other date as may be agreed in writing by the JV Investors). Following the Seller’s acceptance of the Bid in respect of the entire Portfolio Assets on 28 November 2017, this condition has been satisfied.

1.3 Shares in the JVCo and Contributions

The JVCo will issue JVCo Class A Shares carrying voting rights to the JV Investors in accordance with the Shareholders Agreement. GWPA Property has agreed to subscribe for 29.9% of JVCo Class A Shares, with the remaining JVCo Class A Shares to be held by the Other JV Investors. All of the JVCo Class A Shares to be issued to the JV Investors under the Shareholders Agreement will be issued at the same price of HK$1.00 per share.

The JVCo will also issue one non-voting JVCo Class B Share to the Manager, an affiliate of the lead JV Investor. The Manager will be entitled to receive fees and incentive fees under the Shareholders Agreement.

In addition to the subscription of JVCo Class A Shares, the JV Investors, including GWPA Property, have agreed to make contributions to the JVCo pro rata in accordance with their equity interests in the JVCo by way of shareholder loans. As at the date of this announcement, a total amount of HK$850,800,000 has been advanced by the JV Investors by way of shareholder loans to the JVCo.

The total Contribution agreed to be contributed by GWPA Property under the JV Investment (other than the Advance by GWPA Property as mentioned below) will be up to HK$3,192,000,000 (the “ Great Wall Commitment ”). The Great Wall Commitment was determined with reference to, among others, the acquisition price of the Portfolio Assets and the amount of financing intended to be obtained by the JV Group to fund the acquisition. As at the date of this announcement, the Directors do not expect there will be any material adjustment to the Great Wall Commitment before completion of the acquisition of the Portfolio Assets. In the event that additional commitment (other than the Advance) is required to be contributed by GWPA Property to fund the acquisition of the Portfolio Assets under the JV Investment, the Company will comply with the relevant requirements under the Listing Rules. The Directors considered that the determination of the Great Wall Commitment is fair and reasonable.

The Contribution received from the JV Investors will be used primarily to fund the equity portion of the purchase price for the Portfolio Assets.

The Contribution by GWPA Property will be funded out of the internal resources of the Group and the GW Holding Shareholder’s Loan.

1.4 Board of directors of the JVCo

Pursuant to the Shareholders Agreement, the board of directors of the JVCo shall initially have not more than seven directors. GWPA Property has the right to designate two of those directors provided that it and its affiliate (if any) together hold not less than 25% of the outstanding JVCo Class A Shares.

The board of directors of the JVCo shall be responsible for the overall strategic direction, supervision and management of the JVCo and its business, save in respect of certain reserved matters, further details of which are set out in paragraph 1.5 of this announcement; whereas the Manager shall be responsible for all aspects of the daily operations of the JV Group and the Portfolio Assets including issues related to, among others, rent collections, repair and maintenance and lease renewals.

1.5 Reserved matters

Approval of all JV Investors is required for certain matters under the Shareholders Agreement, including but not limited to:

(a) any change to the scope or nature of the business of any JV Group Company;
(b) any amendment to the constitutional documents of any JV Group Company;
(c) any alteration to the rights attaching to the shares of the JVCo;
(d) any non-pro rata declaration, making or payment of any dividends or other distributions to the shareholders of the JVCo;
(e) any re-organisation, merger, recapitalisation, amalgamation, spin-off, consolidation or similar transactions of any JV Group Company;
(f) acquisition or disposal of any asset, undertaking or business by any JV Group Company other than transaction in the ordinary course of business; and
(g) disposal or acquisition of any immovable asset (including all or any part of the Portfolio Assets) by any JV Group Company.

1.6 Right of first offer and pre-emptive right

Each JV Investor will have a right of first offer to acquire the investment interest to be sold by another JV Investor if it wishes to sell its interests in the JVCo in accordance with the Shareholders Agreement.

If the JVCo proposes to issue any equity securities as defined in the Shareholders Agreement, it must first offer to each JVCo Class A Shareholder a percentage of such securities equal to its pro rata ownership of JVCo Class A Shares in accordance with the Shareholders Agreement.

1.7 Call Option and Advance by GWPA Property

Under the Shareholders Agreement, GWPA Property shall have the Call Option which entitles GWPA Property to purchase from the JV Group the relevant intermediate holding company in the JV Group (the “ Option PropCo ”) holding interests in one of the assets in the Portfolio (the “ Selected Asset ”) at the Exercise Price. The Selected Asset comprises a shopping centre and a car park.

The amount of the Exercise Price will be based on the acquisition price of the Selected Asset and the related costs and expenses incurred for its acquisition and the exercise of the Call Option minus (provided that the relevant lenders financing the acquisition of the Portfolio Assets agree to continue with the financing of the Selected Asset without recourse to the remaining Portfolio Assets to be acquired by the JV Group, to any share of any JV Group companies holding interest in such remaining Portfolio Assets, or to any other parties to the Shareholders Agreement (other than GWPA Property) on and after acquisition thereof by GWPA Property pursuant to the exercise of the Option) the relevant bank borrowings attributable to the acquisition of the Selected Asset.

The Call Option is exercisable at the discretion of GWPA Property at any time within 18 months after the closing date of the purchase of the Portfolio Assets by the JV Group (the “ Option Period ”), failing which it will lapse. If and when the Call Option is exercised, the Company will comply with the relevant requirements of the Listing Rules, including those in Chapter 14 of the Listing Rules in relation to the Call Option.

In connection with the grant of the Call Option, GWPA Property has agreed to provide the interest-free Advance to the JVCo. The Advance will not exceed HK$743,000,000. It is determined with reference to the expected maximum amount of the Exercise Price. The Directors considered that the determination of the Advance is fair and reasonable. The Advance will be funded out of the internal resources of the Group and the GW Holding Shareholder’s Loan.

2. SHAREHOLDERS’ APPROVAL AND TERMINATION OF THE JV INVESTMENT

In accordance with the Listing Rules, the Company will seek Shareholders’ Approval for the JV Investment (including the provision of the Advance) at the SGM as mentioned below.

If the Shareholders’ Approval is not obtained by 20 February 2018, GW Holding shall, pursuant to a separate undertaking (the “ Undertaking ”) dated 28 November 2017 given to the Other JV Investors, assume to perform and discharge all obligations, rights and liabilities of GWPA Property and advance interest-free and unsecured loans to the JVCo in the same amount as the loan advanced by GWPA Property initially and execute the relevant deed of adherence to become a Party to the Shareholders Agreement in place of GWPA Property. Upon GW Holding and GWPA Property complying with, performing and discharging their obligations as mentioned above under the Shareholders Agreement, GWPA Property shall be released from all obligations and cease to have any rights under the Shareholders Agreement, and the JVCo will return to GWPA Property its loan advanced as mentioned above. The terms and provision of the Undertaking and the GW Holding Shareholders’ Loan are not interconditional on any transactions under the Shareholders Agreement.

3. BACKGROUND INFORMATION ON THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

In early September 2017, the Company first became aware that the Seller proposed to sell the Portfolio through a bidding process, and then initiated contact with one of the independent agents (the “ Agent ”) appointed by the Seller for the proposed sale. After having considered the size of the subject matter of the Portfolio and the required requisite experience in large scale commercial properties management, the Company decided to partner with others to participate in the bidding. Through introduction by the Agent, in September, the Company approached one of the Other JV Investors to explore the opportunity to form a joint venture, who has then invited the remaining Other JV Investor to participate in the formation of a joint venture.

Throughout the negotiation process, the Company negotiated the terms of the Shareholders Agreement with the Other JV Investors independently without any participation by GW Holding. The Other JV Investors had concerns in the event that the Shareholders’ Approval is not obtained, and expressed they were not satisfied with a mere voting undertaking from GW Holding and requested for a complete assurance from GW Holding. At the request of the Other JV Investors to address their concerns and after negotiations amongst the JV Investors, the Company agreed to approach GW Holding with a proposal of GW Holding giving the Undertaking as an assurance to the Other JV Investors. Following careful consideration, the directors of GW Holding approved the proposal and granted the Undertaking to the Other JV Investors.

4. REASONS FOR THE ENTERING INTO OF THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

The JVCo is the corporate vehicle of the joint venture established under the Shareholders Agreement. The JVCo has contracted to purchase the Portfolio Assets following the acceptance of its Bid by the Seller on 28 November 2017. The Portfolio Assets comprise 17 diversified commercial properties and shopping centres, plazas and carparks across Hong Kong at (i) Cheung Hang Shopping Centre, Kai Yip Commercial Centre, Kam Tai Shopping Centre, Lei Cheng Uk Shopping Centre, On Ting Commercial Complex, Shek Lei Shopping Centre I & II, Tai Wo Hau Commercial Centre, Tsz Ching Shopping Centre, Yau Oi Commercial Centre and Yung Shing Shopping Centre; and (ii) Kwai Fong Plaza, Kwai Shing East Shopping Centre, Lai Kok Shopping Centre, Lee On Shopping Centre, Retail and Car Park within Shun Tin Estate, Tsing Yi Commercial Complex and Lions Rise Mall.

The Portfolio Assets are currently owned by the Seller which is an independent real estate investment trust listed on the Main Board.

Following the Seller’s acceptance of the JVCo’s Bid for the purchase of the Portfolio Assets, completion of the acquisition of the Portfolio Assets are currently expected to take place by the end of February 2018.

The JV Group intends to finance a portion of the purchase price of the Portfolio Assets out of the Contribution received from the JV Investors, with the remaining portion by borrowings from third party financial institutions to be arranged by the JV Group on its own.

The Group is principally engaged in the property investment business in Hong Kong and currently owns four investment properties. The considerations taken into account by the management of the Group to invest in the equity capital of the JVCo include the following:

(1) In order to generate favourable investment returns to the Shareholders, the Group continues to enhance its potential long-term growth by, among others, proactively seeking different investment opportunities in the property segment. With the considerable size and the diversified nature and geographical locations of the properties under the Portfolio Assets, the Board considers that the indirect investment in the Portfolio Assets through the JV Group allows the Group to gain an immediate and sizeable retail presence as well as to improve its existing position within the property industry in Hong Kong.
(2) The Group’s investment interests in the JVCo will be a joint venture interest. The financial results of the JVCo will be accounted for by the Company using the equity method upon completion of the JV Investment. The Board considers that the JV Investment will optimise the balance of the Group’s investment portfolio and its efforts to diversify its risks. This joint venture will generate potential to enhance the Group’s profitability through a potential sharing of returns of the JVCo, and ultimately benefits to the future development of the Group.
(3) With the international reputations and experience in fund management within the global real estate sectors of the Other JV Investors, the Group sees the JV Investment as a business partnership to enable the Group to leverage on their advanced expertise and well-established strengths in the development of the JV Group and operation of the Portfolio Assets in the long run.

The Group agrees to grant the Advance in consideration of the Call Option. Through funding the acquisition of the Selected Asset by means of the Advance, the Group has secured an exclusive right to participate in a direct, sizeable investment opportunity in the Selected Asset. The opportunity enables the Group to expand its own property portfolio at an appropriate stage to consolidate with developments of principal business activities in properties sector in the future.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Shareholders Agreement and the transactions under it including the JV Investment (including the provision of the Advance), and the total capital commitments of GWPA Property in the amount of HK$3,935,000,000, which have been reached after arm’s length negotiations among the Parties, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

5. LISTING RULES IMPLICATIONS

The Company will issue a VSA Circular, together with a notice of the SGM, providing, among other things, further information on the JV Investment (including the provision of the Advance) and other relevant information as required under the Listing Rules. The VSA Circular is expected to be despatched by the Company on or before 29 December 2017 to allow sufficient time for the preparation of the relevant information for inclusion therein.

As the JVCo will be owned as to 29.9% by GWPA Property, the members of JV Group are not consolidated subsidiaries of the Group. The Company is expected to recognise its investment in the JVCo using the equity method. In so far as the Company is concerned, the acquisition of the Portfolio Assets by the JV Group does not constitute an acquisition of assets or a transaction for the Group under Chapter 14 of the Listing Rules.

6. GENERAL

GW Holding is the controlling shareholder of the Company. As at the date of this announcement, GW Holding holds approximately 74.89% of the total issued share capital of the Company.

7. RESUMPTION OF TRADING

8. DEFINITIONS

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

“Advance”	the sum agreed to be advanced by GWPA Property to the JVCo,
	as disclosed in paragraph 1.7 of this announcement;
“Agent”	as defined in paragraph 3 of this announcement;
“Bid”	the bid submitted by the JVCo in respect of the proposed
	acquisition of the Portfolio;
“Board”	the board of Directors;
“Call Option”	the option right (and not obligation) granted to GWPA Property
	to purchase the Option PropCo pursuant to the Shareholders
	Agreement as disclosed in this announcement;
“Company”	Great Wall Pan Asia Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the issued Shares
	of which are listed on the Main Board (Stock Code: 583);
“connected person”	has the meaning ascribed to it under the Listing Rules;
“Contribution”	in respect of each JV Investor, the aggregate of all amounts
	funded or paid by such JV Investor to the JVCo in the form
	of shareholder loans and share subscription pursuant to the
	Shareholders Agreement (other than the Advance by GWPA
	Property);
“controlling	has the meaning ascribed to it under the Listing Rules;
shareholder”
“Director(s)”	(a) director(s) of the Company;
“Exercise Price”	the purchase price payable for the Option PropCo calculated in
	accordance with the Shareholders Agreement;
“Great Wall	as defined in paragraph 1.3 of this announcement;
Commitment”
“Group”	the Company and its subsidiaries from time to time;
“GW Holding”	China Great Wall AMC (International) Holdings Company
	Limited (中國長城資產(國際)控股有限公司), a company
	incorporated under the laws of Hong Kong with limited liability
	and the controlling shareholder of the Company;

“GW Holding the unsecured shareholder’s loan of HK$4,130,000,000 (or in Shareholder’s Loan” equivalent United States dollars) granted by GW Holding to the Group, which bears interest at Hong Kong Interbank Offer Rate plus 1.9% per annum and shall be repayable 60 months after the first drawdown;
“GWPA Property” GWPA Property I Holding Limited, a limited liability company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company;
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;
“JVCo” a limited liability company incorporated in the British Virgin Islands;
“JVCo Class A a holder of any JVCo Class A Shares; Shareholder”
“JVCo Class A Shares” class A ordinary shares of the JVCo;
“JVCo Class B a holder of any JVCo Class B Share; Shareholder”
“JVCo Class B Share” non-voting class B ordinary share of the JVCo;
“JV Group” the JVCo and its subsidiaries from time to time and the expression “JV Group Company” shall be construed accordingly;
“JV Investment” the proposed acquisition of investment interests in the JVCo by GWPA Property, including subscription of equity capital of the JVCo, the provision of the Contribution and the provision of the Advance by GWPA Property, under the Shareholders Agreement as disclosed in this announcement;
“JV Investors” the investors of the JVCo, of which GWPA Property is one of them;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;
“Main Board” the Main Board of the Stock Exchange;
“Manager” an affiliate of the lead JV Investor;
“Option Period” and both as defined in paragraph 1.7 of this announcement;
“Option PropCo”

“Other JV Investors”	the JV Investors other than GWPA Property, being Broad Street
	Investments Holding (Singapore) Pte. Ltd. and Garden Cruz
	Limited, the equity interests of which shall be 18.3% and 51.8%
	respectively upon completion of the JV Investment and the
	expression “Other JV Investor” refers to any one of the Other JV
	Investors;

“Parties” the JV Investors, the JVCo and the Manager, being the parties to the Shareholders Agreement and the expression “Party” refers to any one of the Parties;
“percentage ratios” has the meaning ascribed to it in Rule 14.07 of the Listing Rules;
“Portfolio” a portfolio of 17 Hong Kong commercial properties and shopping centres, plazas and carparks offered for sale by the Seller, as mentioned in paragraph 4 of this announcement;
“Portfolio Assets” the relevant assets in the Portfolio which the JVCo has contracted to purchase from the Seller pursuant to the relevant sale and purchase agreements with the Seller;
“Selected Asset” as defined in paragraph 1.7 of this announcement;
“Seller” the seller of the Portfolio Assets which is a real estate investment trust listed on the Main Board;
“SGM” the special general meeting of the Company to be convened and held to consider and, if thought fit, approve, inter alia, the JV Investment (including the provision of the Advance) and the relevant transactions under the Shareholders Agreement, or any adjournment thereof;
“Shareholder(s)” holder(s) of Share(s) from time to time; “Shareholders the Shareholders Agreement dated 28 November 2017 entered into Agreement” between GWPA Property, the Other JV Investors, the JVCo and the Manager in connection with the JVCo;
“Shareholders’ the approval to be sought from the Shareholders in respect of the Approval” JV Investment (including the provision of the Advance) and the relevant transactions under the Shareholders Agreement;
“Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Undertaking” as defined in paragraph 2 of this announcement;

“VSA Circular”

the circular to be issued to the Shareholders by the Company in respect of the SGM containing, among other things, details of the JV Investment (including the provision of the Advance); and

“%”

per cent.

By Order of the Board Great Wall Pan Asia Holdings Limited OU Peng Chairman

Hong Kong, 1 December 2017

As at the date of this announcement, the Board consists of Mr. Ou Peng and Mr. Meng Xuefeng as executive Directors of the Company, Mr. Huang Hu and Ms. Lv Jia as non-executive Directors of the Company, and Dr. Song Ming, Dr. Sun Mingchun and Mr. Woo Chin Wan as independent nonexecutive Directors of the Company.

For identification purpose only

AI assistant

Mao Geping Cosmetics Co., Ltd. Capital/Financing Update 2017

49848_rns_2017-12-01_3a8bb946-e277-4013-99ef-4c08afa5ffc6.pdf

VERY SUBSTANTIAL ACQUISITION IN RELATION TO A JOINT VENTURE INVESTMENT AND PROVISION OF AN ADVANCE AND RESUMPTION OF TRADING

JV INVESTMENT

LISTING RULES IMPLICATIONS

RESUMPTION OF TRADING

1. SHAREHOLDERS AGREEMENT DATED 28 NOVEMBER 2017

1.1 Parties

1.2 Condition

1.3 Shares in the JVCo and Contributions

1.4 Board of directors of the JVCo

1.5 Reserved matters

1.6 Right of first offer and pre-emptive right

1.7 Call Option and Advance by GWPA Property

2. SHAREHOLDERS’ APPROVAL AND TERMINATION OF THE JV INVESTMENT

3. BACKGROUND INFORMATION ON THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

4. REASONS FOR THE ENTERING INTO OF THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

5. LISTING RULES IMPLICATIONS

6. GENERAL

7. RESUMPTION OF TRADING

8. DEFINITIONS

AI assistant

Mao Geping Cosmetics Co., Ltd. — Capital/Financing Update 2017

49848_rns_2017-12-01_3a8bb946-e277-4013-99ef-4c08afa5ffc6.pdf

VERY SUBSTANTIAL ACQUISITION IN RELATION TO A JOINT VENTURE INVESTMENT AND PROVISION OF AN ADVANCE AND RESUMPTION OF TRADING

JV INVESTMENT

LISTING RULES IMPLICATIONS

RESUMPTION OF TRADING

1. SHAREHOLDERS AGREEMENT DATED 28 NOVEMBER 2017

1.1 Parties

1.2 Condition

1.3 Shares in the JVCo and Contributions

1.4 Board of directors of the JVCo

1.5 Reserved matters

1.6 Right of first offer and pre-emptive right

1.7 Call Option and Advance by GWPA Property

2. SHAREHOLDERS’ APPROVAL AND TERMINATION OF THE JV INVESTMENT

3. BACKGROUND INFORMATION ON THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

4. REASONS FOR THE ENTERING INTO OF THE SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

5. LISTING RULES IMPLICATIONS

6. GENERAL

7. RESUMPTION OF TRADING

8. DEFINITIONS

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Mao Geping Cosmetics Co., Ltd. Capital/Financing Update 2017