Mao Geping Cosmetics Co., Ltd. - M&A Activity 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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**GREAT WALL PAN ASIA HOLDINGS LIMITED （長城環亞控股有限公司）[*]**

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

(1) DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO THE PROPOSED ACQUISITIONS OF THE TARGET COMPANIES AND (2) CONTINUING CONNECTED TRANSACTION IN RELATION TO THE ASSET MANAGEMENT AGREEMENT

THE ACQUISITIONS AND THE TRANSACTION

The Board is pleased to announce that on 19 May 2017 (after trading hours), (i) the First Purchaser, a wholly-owned subsidiary of the Company, and the Vendor entered into the First Sale and Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell, and the First Purchaser conditionally agreed to purchase, the entire issued share capital in the First Target Company, for a cash consideration of HK$38,701,969; (ii) the Second Purchaser, a wholly-owned subsidiary of the Company, and the Vendor entered into the Second Sale and Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell, and the Second Purchaser conditionally agreed to purchase, the entire issued share capital in the Second Target Company, for a cash consideration of HK$868,834; and (iii) the First Target Company and the Vendor entered into the Asset Management Agreement, pursuant to which the First Target Company conditionally agreed to provide non-discretionary asset management services to the Vendor for a term commencing from the Commencement Date and ending on the third anniversary of the Commencement Date.

IMPLICATIONS UNDER THE LISTING RULES

The Acquisitions

As at the date of this announcement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisitions exceeds 5% and all of the applicable percentage ratios are less than 25%, the Acquisitions collectively constitute (i) a non-exempt connected transaction under Chapter 14A of the Listing Rules and (ii) a discloseable transaction under Chapter 14 of the Listing Rules for the Company and therefore are subject to reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules.

The Transaction

Following the completion of the First Acquisition, the First Target Company will become an indirect wholly-owned subsidiary of the Company.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the annual cap amount under the Asset Management Agreement is more than 5%, the transaction contemplated under the Asset Management Agreement will constitute a non-exempt continuing connected transaction under Chapter 14A of the Listing Rules upon the completion of the First Acquisition and therefore is subject to reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules.

SGM

The SGM will be convened at which resolutions will be proposed for the Independent Shareholders to consider and, if thought fit, approve the Acquisitions and the Transaction (including the proposed Annual Caps). Great Wall Pan Asia (BVI) and its associates are required to abstain from voting with respect to the resolutions for approving the Acquisitions and the Transaction.

An Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise and provide recommendation to the Independent Shareholders on the Acquisition Agreements and the transactions contemplated thereunder, and the Asset Management Agreement and the transactions contemplated thereunder (including the proposed Annual Caps). The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same respect.

WARNING

Shareholders and potential investors of the Company should be aware that the Acquisitions and the Transaction are subject to a number of conditions including but not limited to the approval by the Independent Shareholders, which may or may not be fulfilled, and consequently the Acquisitions and the Transaction may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in or contemplating in dealing in the Shares. If in doubt, Shareholders and potential investors of the Company are recommended to consult their professional adviser(s).

BACKGROUND

THE ACQUISITIONS AND THE TRANSACTION

(1) THE FIRST SALE AND PURCHASE AGREEMENT

The principal terms of the First Sale and Purchase Agreement are set out as follows:

Date

19 May 2017 (after trading hours)

Parties

(a) the First Purchaser; and
(b) the Vendor.

As at the date of the First Sale and Purchase Agreement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules.

Subject matter

The First Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the entire issued share capital in the First Target Company, subject to the terms and conditions of the First Sale and Purchase Agreement.

Upon completion of the First Acquisition, the First Target Company will become an indirect wholly-owned subsidiary of the Company and its financial results will be consolidated to the financial results of the Group.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor established the First Target Company and there is no original acquisition cost for the shares in the First Target Company to the Vendor.

First Conditions Precedent

Completion of the First Sale and Purchase Agreement will be conditional upon the satisfaction of the following First Conditions Precedent on or before the First Long Stop Date:

(a) the approval from the SFC for the change of substantial shareholder(s) of the First Target Company under the SFO having been granted;
(b) all licences (including but not limited to the licences granted by the SFC for carrying on business in regulated activities under the SFO) held by the First Target Company having not been withdrawn, terminated or suspended as at the First Completion Date;
(c) respective approval having been obtained from the Independent Shareholders at the SGM for the First Sale and Purchase Agreement and the transactions contemplated thereunder, and the Asset Management Agreement and the transactions contemplated thereunder (including the proposed Annual Caps); and

(d) there having been no laws, regulations, decisions, measures or actions by government authorities which would prohibit, restrict or practically delay the transactions contemplated under the First Sale and Purchase Agreement.

The Vendor shall use its best endeavours to ensure the fulfilment of the First Conditions Precedent (save for First Conditions Precedent (a) and (c)). The First Purchaser shall use its best endeavours to ensure the fulfilment of the First Conditions Precedent (a) and (c).

If the First Conditions Precedent above have not been fulfilled by the First Long Stop Date, the First Purchaser may terminate the First Sale and Purchase Agreement by giving written notice to the Vendor whereupon the First Sale and Purchase Agreement will cease to be effective and of no further effect, save for any antecedent breach and obligations with continuing effect under the First Sale and Purchase Agreement.

Consideration

The consideration payable by the First Purchaser to the Vendor in respect of the First Acquisition amounts to HK$38,701,969 in cash which shall be settled on the First Completion Date. The consideration for the First Acquisition will be funded by internal resources of the Group.

The consideration under First Sale and Purchase Agreement was determined after arm’s length negotiations between the First Purchaser and the Vendor with reference to the net asset value of the First Target Company as at 30 April 2017.

The Directors (save and except for the independent non-executive Directors who will express their views after having considered the advice of the Independent Financial Adviser) are of the view that the terms of the First Sale and Purchase Agreement, 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. The opinion of the Independent Board Committee, after taking into account the advice from the Independent Financial Adviser, will be contained in the Circular.

(2) THE SECOND SALE AND PURCHASE AGREEMENT

The principal terms of the Second Sale and Purchase Agreement are set out as follows:

Date

19 May 2017 (after trading hours)

Parties

(a) the Second Purchaser; and
(b) the Vendor.

As at the date of the Second Sale and Purchase Agreement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules.

Subject matter

The Second Purchaser conditionally agreed to purchase, and the Vendor conditionally agreed to sell, the entire issued share capital in the Second Target Company, subject to the terms and conditions of the Second Sale and Purchase Agreement.

Upon completion of the Second Acquisition, the Second Target Company will become an indirect wholly-owned subsidiary of the Company and its financial results will be consolidated to the financial results of the Group.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor established the Second Target Company and there is no original acquisition cost for the shares in the Second Target Company to the Vendor.

Second Conditions Precedent

Completion of the Second Sale and Purchase Agreement will be conditional upon the satisfaction of the following Second Conditions Precedent on or before the Second Long Stop Date:

(a) the approval from the SFC for the change of substantial shareholder(s) of the Second Target Company under the SFO having been granted;
(b) all licences (including but not limited to the licences granted by the SFC for carrying on business in regulated activities under the SFO) held by the Second Target Company having not been withdrawn, terminated or suspended as at the Second Completion Date;
(c) approval having been obtained from the Independent Shareholders at the SGM for the Second Sale and Purchase Agreement and the transactions contemplated thereunder; and
(d) there having been no laws, regulations, decisions, measures or actions by government authorities which would prohibit, restrict or practically delay the transactions contemplated under the Second Sale and Purchase Agreement.

The Vendor shall use its best endeavours to ensure the fulfilment of the Second Conditions Precedent (save for Second Conditions Precedent (a) and (c)). The Second Purchaser shall use its best endeavours to ensure the fulfilment of Second Conditions Precedent (a) and (c).

If the Second Conditions Precedent above have not been fulfilled by the Second Long Stop Date, the Second Purchaser may terminate the Second Sale and Purchase Agreement by giving written notice to the Vendor whereupon the Second Sale and Purchase Agreement will cease to be effective and of no further effect, save for any antecedent breach and obligations with continuing effect under the Second Sale and Purchase Agreement.

Consideration

The consideration payable by the Second Purchaser to the Vendor in respect of the Second Acquisition amounts to HK$868,834 in cash which shall be settled on the Second Completion Date. The consideration for the Second Acquisition will be funded by internal resources of the Group.

The consideration under Second Sale and Purchase Agreement was determined after arm’s length negotiations between the Second Purchaser and the Vendor with reference to the net asset value of the Second Target Company as at 30 April 2017.

The Directors (save and except for the independent non-executive Directors who will express their views after having considered the advice of the Independent Financial Adviser) are of the view that the terms of the Second Sale and Purchase Agreement, 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. The opinion of the Independent Board Committee, after taking into account the advice from the Independent Financial Adviser, will be contained in the Circular.

(3) THE ASSET MANAGEMENT AGREEMENT

The principal terms of the Asset Management Agreement are set out as follows:

Date

19 May 2017 (after trading hours)

Parties

(a) the First Target Company; and
(b) the Vendor.

As at the date of the Asset Management Agreement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding approximately 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules.

Subject Matters

The First Target Company conditionally agreed to provide non-discretionary asset management services to the Vendor, including without limitation to:

(a) buy, sell, exchange, redeem, hold, convert, re-invest, dispose, or otherwise deal with the Assets, including to leave the Assets un-invested;
(b) exercise or refrain from exercising any right conferred by a particular investment to buy, sell, subscribe for, exchange or redeem an investment;
(c) comply with any obligations under applicable law to take or refrain from taking any action in connection with the Assets; and
(d) generally enter into any kind of transaction or arrangement which is necessary or incidental to the provision of Services by the First Target Company.

Term

The term of the Asset Management Agreement commences on the Commencement Date and ends on the third anniversary of the Commencement Date, or the date on which the Asset Management Agreement is otherwise terminated pursuant to the terms therein, whichever is earlier.

Conditions Precedent

The Asset Management Agreement is conditional on:

(a) approval having been obtained from the Independent Shareholders at the SGM for the Asset Management Agreement and transactions contemplated thereunder (including the proposed Annual Caps); and
(b) completion of the First Acquisition.

Management Fees

As consideration for performing the Services in accordance with the terms of the Asset Management Agreement, the Vendor will pay to the First Target Company a monthly fee equal to 0.5% per annum of the Assets at the end of each calendar month.

The Directors (save and except for the independent non-executive Directors who will express their views after having considered the advice of the Independent Financial Adviser) are of the view that the terms of the Asset Management Agreement, 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. The opinion of the Independent Board Committee, after taking into account the advice from the Independent Financial Adviser, will be contained in the Circular.

Proposed Annual Caps and Basis of Determination

It is proposed that the Annual Cap for the Services for each of the financial years ending 31 December 2017, 2018, 2019 and 2020 during the term of the Asset Management Agreement is expected not to exceed the following:

	2017	2018	2019	2020
	HK$	HK$	HK$	HK$
Provision of Services by First
Target Company to Vendor	21,000,000_(Note)_	50,000,000	50,000,000	29,000,000_(Note)_

Note: The proposed Annual Cap for each financial year above is estimated on the assumption that completion of the First Acquisition will take place in the end of July 2017.

The above proposed Annual Caps for the Services were determined by reference to the expected net asset value of the Assets during the term of the Asset Management Agreement and market rate of provision of similar asset management services.

Internal Control Procedures

The legal department of the Company is responsible for reviewing and assessing whether the terms under the Asset Management Agreement is in compliance with its original terms on an annual basis. Further, the legal department and the Company will monitor, collect and evaluate the detailed information of the continuing connected transaction under the Asset Management Agreement, including but not limited to the implementations of the pricing policies, payment arrangements and actual transaction amount under the specific transactions on a monthly basis to ensure the relevant transactions are conducted in compliance with the pricing policies terms under the Asset Management Agreement.

The independent non-executive Directors will review the continuing connected transaction on an annual basis and the Company will engage auditors to conduct an annual review on the pricing policies and the Annual Caps thereof.

INFORMATION ON THE GROUP

The Company was incorporated in Bermuda on 30 April 1990 as an exempted company with limited liability. The Company became listed on the main board of the Stock Exchange on 29 June 1990, trading under the stock code 583.

The Group is principally engaged in the property investment business in Hong Kong and currently owns four investment properties.

INFORMATION ON THE FIRST PURCHASER, THE SECOND PURCHASER, THE VENDOR AND TARGET COMPANIES

The Vendor is a company incorporated under the laws of Hong Kong and its principal activity is investment holding.

The First Purchaser is a company established under the laws of the British Virgin Islands and its principal business is investment holding.

The Second Purchaser is a company established under the laws of the British Virgin Islands and its principal business is investment holding.

The First Target Company is a company incorporated under the laws of Hong Kong with limited liability and licensed by the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO. Its principal businesses are dealing in securities, advising on securities and asset management.

The Second Target Company is a company incorporated under the laws of Hong Kong with limited liability and licensed by the SFC to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. Its principal business is advising on corporate finance.

FINANCIAL INFORMATION OF THE TARGET COMPANIES

Certain unaudited consolidated financial information in relation to the First Target Group is set out below:

	For the year ended	31 December
	2016	2015
	*(unaudited)*	(unaudited)
	*HK$’000*	HK$’000
	*(approximately)*	(approximately)
Revenue	34,257	12,493
(Loss)/Profit before tax	17,279	188
(Loss)/Profit after tax	13,416	48
Net asset value	38,075	10,177

Certain unaudited financial information in relation to the Second Target Company is set out below:

	For the year ended 31 December	For the year ended 31 December
	2016	2015
	*(unaudited)*	(unaudited)
	*HK$’000*	HK$’000
	*(approximately)*	(approximately)
Revenue	988	3,528
(Loss)/Profit before tax	(233)	(110)
(Loss)/Profit after tax	(233)	(110)
Net asset value	1,523	1,756

REASONS FOR AND BENEFITS OF THE ACQUISITIONS AND THE TRANSACTION

The Acquisitions

The First Target Company and the Second Target Company are licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, and Type 6 (advising on corporate finance) regulated activities, respectively. The Board is of the view that the Acquisitions would help the Group diversify its business and enhance its long-term growth potential.

The Transaction

The First Target Company is licensed to carry out Type 9 (asset management) regulated activities and the transactions contemplated under the Asset Management Agreement are in the ordinary and usual course of business of the Group. The Board is of the view that the Transaction, if materialise, will enhance the Group’s revenue and profits.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, Great Wall Pan Asia (BVI) is the controlling Shareholder of the Company holding 74.89% of the total issued share capital of the Company and Great Wall Pan Asia (BVI) is wholly-owned by the Vendor. Therefore, the Vendor is a connected person of the Company under Chapter 14A of the Listing Rules.

The Acquisitions

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisitions exceeds 5% and all of the applicable percentage ratios are less than 25%, the Acquisitions collectively constitute (i) a non-exempt connected transaction under Chapter 14A of the Listing Rules and (ii) a discloseable transaction under Chapter 14 of the Listing Rules for the Company and therefore are subject to reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules.

The Transaction

Following completion of the First Acquisition, the First Target Company will become an indirect wholly-owned subsidiary of the Company.

SGM

GENERAL

An Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Acquisitions and the Transaction are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise and make recommendations to the Independent Shareholders as to how to vote at the SGM on the resolutions in relation to the Acquisitions and the Transaction, after taking into account the advice from the Independent Financial Adviser. No member of the Independent Board Committee has any material interest in the Acquisitions or the Transaction.

The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in connection with the Acquisitions as contemplated under the Acquisition Agreements and the Transaction as contemplated under the Asset Management Agreement.

A Circular containing, among other things, (i) details of the Acquisitions and the Transaction; (ii) a letter of recommendations from the Independent Board Committee to the Independent Shareholders in respect of the Acquisitions and the Transaction; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisitions and the Transaction; (iv) financial information of the Target Companies (as applicable); and (v) a notice of the SGM, will be despatched to the Shareholders on or before 13 June 2017 in accordance with the Listing Rules. The Shareholders and potential investors should refer to the Circular for further details of the Acquisition Agreements and the transactions contemplated thereunder, and the Asset Management Agreement and the transactions contemplated thereunder (including the proposed Annual Caps).

WARNING

Shareholders and potential investors of the Company should be aware that the Acquisitions and the Transaction are subject to a number of conditions including but not limited to the approval by the Independent Shareholders, which may or may not be fulfilled, and therefore the Acquisitions and the Transaction may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing or contemplating in dealing in the Shares. If in doubt, Shareholders and potential investors of the Company are recommended to consult their professional adviser(s).

DEFINITIONS

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

“Acquisitions” collectively, the First Acquisition and the Second Acquisition; “Acquisition Agreements” collectively, the First Sale and Purchase Agreement and the Second Sale and Purchase Agreement; “Annual Caps” the estimated maximum aggregate annual amounts in respect of the Transaction contemplated under the Asset Management Agreement for each financial year during the term of the Asset Management Agreement; “Asset Management the agreement dated 19 May 2017 and entered into between the Agreement” First Target Company and the Vendor in relation to the provision of non-discretionary asset management services by the First Target Company to the Vendor;

“Assets” all rights, titles and interests in assets comprising the investment management account maintained in the name of the Vendor for the purpose of custody of such assets including, without limitation, all securities, investments and cash deposits that are acquired or being held in custody for the Vendor in connection with the Services; “associate” has the meaning as ascribed to it under the Listing Rules;

“Board”	the board of Directors;
“Business Day”	a day (other than a Saturday, Sunday or public holiday in Hong
	Kong or the PRC) on which banks are generally open for business in
	Hong Kong and the PRC;
“Circular”	the circular to be sent to the Shareholders in relation to the SGM
	containing, among other things, details of the Acquisitions and the
	Transaction;
“Commencement Date”	the latest of (i) the date of the Asset Management Agreement, (ii) the
	date on which the Asset Management Agreement and the transactions
	contemplated thereunder (including the proposed Annual Caps) are
	approved by the Independent Shareholders, and (iii) First Completion
	Date;
“Company”	Great Wall Pan Asia Holdings Limited (長城環亞控股有限公
	司)*, an exempted company incorporated in Bermuda with limited
	liability, the issued Shares of which are listed on the Main Board of
	the Stock Exchange (Stock Code: 583);
“connected person”	has the meaning as ascribed to it under the Listing Rules;
“Director(s)”	(a) director(s) of the Company;
“First Acquisition”	the proposed acquisition of the entire issued share capital in the First
	Target Company as contemplated under the First Sale and Purchase
	Agreement;
“First Completion Date”	the date which is the third (3rd) Business Day after, the date upon
	which the First Conditions Precedent have been satisfied, or such
	other date as the parties to the First Sale and Purchase Agreement
	may agree in writing;
“First Conditions Precedent”	the conditions precedent to the completion of the First Sale
	and Purchase Agreement as set out in the section headed “First
	Conditions Precedent” in this announcement;
“First Long Stop Date”	30 September 2017, or such other date as the parties to the First Sale
	and Purchase Agreement may agree in writing;
“First Purchaser”	Great Wall Pan Asia III Holding Limited, a company incorporated
	under the laws of the British Virgin Islands with limited liability;
“First Sale and Purchase	the sale and purchase agreement dated 19 May 2017 and entered
Agreement”	into between the First Purchaser and the Vendor in relation to the
	acquisition of the entire issued share capital in the First Target
	Company;

“First Target Company” Great Wall Pan Asia Asset Management Limited (長城環亞資產管理有限公司), a company incorporated under the laws of Hong Kong with limited liability and licensed by the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO;

“First Target Group” the First Target Company and its subsidiaries;
“Great Wall Pan Asia (BVI)” Great Wall Pan Asia (BVI) Holding Limited, a company incorporated under the laws of the British Virgin Islands with limited liability;
“Group” the Company and its subsidiaries;
“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;
“Independent Board an independent committee of the Board, comprising all the Committee” independent non-executive Directors, namely Dr. Song Ming, Dr. Sun Mingchun and Mr. Woo Chin Wan, formed for the purpose of advising the Independent Shareholders in respect of, among other things, the Acquisitions and the Transaction;
“Independent Financial Nuada Limited, a corporation licensed to carry out Type 1 (dealing Adviser” in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders on, among other matters, the fairness and reasonableness of the Acquisitions and Transaction;
“Independent Shareholders” the Shareholders who are not interested in the Acquisition Agreements or the transactions contemplated thereunder, the Asset Management Agreement or the transactions contemplated thereunder (including the proposed Annual Caps) and are not required under the Listing Rules to abstain from voting at the SGM, being all Shareholders except for Great Wall Pan Asia (BVI) and its associates;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;
“PRC” the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

“Second Acquisition” the proposed acquisition of the entire issued share capital in the Second Target Company as contemplated by the Second Sale and Purchase Agreement;

“Second Completion Date” the date which is the third (3rd) Business Day after, the date upon which the Second Conditions Precedent have been satisfied, or such other date as the parties to the Second Sale and Purchase Agreement may agree in writing;
“Second Conditions the conditions precedent to the completion of the Second Sale Precedent” and Purchase Agreement as set out in the section headed “Second Conditions Precedent” in this announcement;
“Second Long Stop Date” 30 September 2017, or such other date as the parties to the Second Sale and Purchase Agreement may agree in writing;
“Second Purchaser” Great Wall Pan Asia II Holding Limited, a company incorporated under the laws of the British Virgin Islands with limited liability;
“Second Sale and Purchase the sale and purchase agreement dated 19 May 2017 and entered Agreement” into between the Second Purchaser and the Vendor in relation to the acquisition of the entire issued share capital in the Second Target Company;
“Second Target Company” Great Wall Pan Asia Corporate Finance Limited (長城環亞融資有限公司), a company incorporated under the laws of Hong Kong with limited liability and licensed by the SFC to carry out Type 6 (advising on corporate finance) regulated activity under the SFO;
“Services” the services to be provided by the First Target Company to the Vendor in accordance with Asset Management Agreement, and includes the range of services set out in the paragraph headed “Subject Matters” in the section headed “(3) the Asset Management Agreement” in this announcement;
“SFC” the Securities and Futures Commission of Hong Kong; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended, supplemented or otherwise modified from time to time);
“SGM” the special general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve, inter alia, the Acquisition Agreements and the transactions contemplated thereunder, and the Asset Management Agreement and the transactions contemplated thereunder (including the proposed Annual Caps), or any adjournment thereof;
“Shareholder(s)” holder(s) of Share(s) from time to time;

“Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Transaction” the provision of non-discretionary asset management services by the First Target Company to the Vendor as contemplated under the Asset Management Agreement;
“Vendor”

Great Wall Pan Asia International Investment Co., Limited (長城環亞國際投資有限公司), a company incorporated under the laws of Hong Kong with limited liability; and

“%” per cent.

By Order of the Board

Great Wall Pan Asia Holdings Limited Mr. OU Peng Chairman

Hong Kong, 19 May 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 non-executive Directors of the Company.

For identification purpose only

AI assistant

Mao Geping Cosmetics Co., Ltd. — M&A Activity 2017

49848_rns_2017-05-19_00190537-3d07-4684-9962-318d3595b4d4.pdf

GREAT WALL PAN ASIA HOLDINGS LIMITED （長城環亞控股有限公司）[*]

(1) DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO THE PROPOSED ACQUISITIONS OF THE TARGET COMPANIES AND (2) CONTINUING CONNECTED TRANSACTION IN RELATION TO THE ASSET MANAGEMENT AGREEMENT

THE ACQUISITIONS AND THE TRANSACTION

IMPLICATIONS UNDER THE LISTING RULES

The Acquisitions

The Transaction

SGM

WARNING

BACKGROUND

THE ACQUISITIONS AND THE TRANSACTION

(1) THE FIRST SALE AND PURCHASE AGREEMENT

Date

Parties

Subject matter

First Conditions Precedent

Consideration

(2) THE SECOND SALE AND PURCHASE AGREEMENT

Date

Parties

Subject matter

Second Conditions Precedent

Consideration

(3) THE ASSET MANAGEMENT AGREEMENT

Date

Parties

Subject Matters

Term

Conditions Precedent

Management Fees

Proposed Annual Caps and Basis of Determination

Internal Control Procedures

INFORMATION ON THE GROUP

INFORMATION ON THE FIRST PURCHASER, THE SECOND PURCHASER, THE VENDOR AND TARGET COMPANIES

FINANCIAL INFORMATION OF THE TARGET COMPANIES

REASONS FOR AND BENEFITS OF THE ACQUISITIONS AND THE TRANSACTION

The Acquisitions

The Transaction

IMPLICATIONS UNDER THE LISTING RULES

The Acquisitions

The Transaction

SGM

GENERAL

WARNING

DEFINITIONS

Hong Kong, 19 May 2017

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Mao Geping Cosmetics Co., Ltd. M&A Activity 2017

**GREAT WALL PAN ASIA HOLDINGS LIMITED （長城環亞控股有限公司）[*]**