MS Group Holdings Limited - M&A Activity 2015

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This announcement is for information purposes only and does not constitute an offer to acquire, purchase or subscribe for the securities of the Company referred to in this announcement.

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑威國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

ANNOUNCEMENT

(1) VERY SUBSTANTIAL ACQUISITION;

(2) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION;

(3) PROPOSED SHARE PREMIUM REDUCTION;

(4) PROPOSED CHANGE OF NAME OF THE COMPANY;

(5) VERY SUBSTANTIAL DISPOSALS;

(6) PROPOSED ADOPTION OF SHARE OPTION SCHEME; AND (7) RESUMPTION OF TRADING

I. THE ACQUISITION

After trading hours on 14 April 2015, the Company (as the purchaser) and the Vendor entered into the SP Agreement (as amended and supplemented by the Supplemental Agreement) pursuant to which the Company has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the Sale Shares and the Shareholders’ Loan for the Consideration of HK$1,942,854,000, which will be satisfied by (i) the issue of 1,732,880,000 Consideration Shares at the Issue Price of HK$0.22 issued and allotted under specific mandate proposed to be obtained at the SGM; (ii) the issue of Consideration CBs in the aggregate principal amount of RMB784,143,360 entitling the Vendor to convert into 4,368,000,000 Consideration Conversion Shares based on the initial conversion price of RMB0.17952 per Consideration Conversion Share; and (iii) cash and/or the Promissory Note.

The Consideration Shares and the Consideration Conversion Shares will be allotted and issued pursuant to a specific mandate proposed to be obtained at the SGM.

For identification purposes only

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The Acquisition is subject to a number of conditions precedents in the SP Agreement (as amended and supplemented by the Supplemental Agreement), and is inter-conditional with the Share Placing and the CB Placing which will be subject to a number of conditions, which may or may not be fulfilled. In addition, the Listing Committee’s approval on the new listing application to be made by the Company may or may not be granted. As the Acquisition may or may not proceed, Shareholders and potential investors are advised to exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

II. IMPLICATIONS OF THE ACQUISITION UNDER THE LISTING RULES — REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION

The Acquisition constitutes:

(i) a very substantial acquisition for the Company under Rule 14.06(5) of the Listing Rules as one or more of the relevant percentage ratios under Rule 14.07 of the Listing Rules are over 100% for the Company in relation to the Acquisition; and
(ii) a reverse takeover for the Company under Rule 14.06(6)(a) of the Listing Rules on the basis that the Acquisition (i) constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and (ii) involves an acquisition of assets from the Vendor which will result in a change in control (as defined under the Takeovers Code) of the Company immediately after the allotment and issue of the Consideration Conversion Shares upon full conversion of the Consideration CBs.

In addition, the Company will be treated as if it were a new listing applicant under Rule 14.54 of the Listing Rules. The Restructured Group must be able to meet the basic listing eligibility requirements of the Listing Rules. The Company must also comply with the procedures and requirements for new listing applicants as set out in Chapter 9 of the Listing Rules. Please refer to the section headed ‘‘II. REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION’’ in this announcement for more details of the new listing application.

III. PROPOSED SHARE PREMIUM REDUCTION

Subject to approval by the Shareholders at the SGM, the Board proposes the Share Premium Reduction to reduce the entire amount standing to the credit of the share premium account of the Company immediately prior to such reduction and to transfer the credit arising from the said reduction to the contributed surplus account of the Company.

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IV. PROPOSED CHANGE OF NAME OF THE COMPANY

Subject to approval by the Shareholders at the SGM, the Company proposes the Name Change to change the English name of the Company from ‘‘U-RIGHT International Holdings Limited’’ to ‘‘Fullsun International Holdings Group Co., Limited’’ and to adopt and register a Chinese name ‘‘福晟國際控股集團有限公司’’ as its secondary name, and to cease to use its existing Chinese name ‘‘佑威國際控股有限公司’’ for identification purpose upon Completion.

V. THE DISPOSALS

After trading hours on 27 October 2015, the Company (as the vendor) and the UR Purchaser entered into the UR Disposal Agreement pursuant to which the Company has agreed to sell and the UR Purchaser has agreed to purchase the entire issued share capital of UR Group Limited and a shareholder’s loan in the sum of approximately HK$18.56 million owed by the UR Disposal Group to the Company for a total consideration of approximately HK$56.50 million.

After trading hours on 27 October 2015, the Company (as the vendor) and the Alfreda Purchaser entered into the Alfreda Disposal Agreement pursuant to which the Company has agreed to sell and the Alfreda Purchaser has agreed to purchase the entire issued share capital of Alfreda Limited and a shareholder’s loan in the sum of approximately HK$20.30 million owed by the Alfreda Disposal Group to the Company for a total consideration of approximately HK$25.86 million.

The completions of the Disposals are expected to take place simultaneously with or immediately after, the SP Completion. Please refer to the section headed ‘‘V. THE DISPOSALS’’ in this announcement for more details of the Disposals.

As the highest of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the Disposals, on an aggregated basis, exceed 75%, the Disposals together constitute a very substantial disposal transaction for the Company under Rule 14.06 of the Listing Rules and will therefore subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The completions of the Disposals are inter-conditional with the SP Completion which will be subject to a number of conditions and the applicable requirements under the Listing Rules, which may or may not be fulfilled. Shareholders and potential investors should exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

VI. PROPOSED ADOPTION OF SHARE OPTION SCHEME

As the old share option scheme of the Company adopted on 9 July 2002 and expired on 17 July 2012, the Company proposes to adopt the Share Option Scheme which is subject to Shareholders’ approval at the SGM.

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SPONSOR, INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Ample Capital Limited has been appointed as the sponsor to the Company’s new listing application.

An IBC has been formed to advise the Independent Shareholders in relation to the SP Agreement and the Acquisition, the Disposals and the transactions contemplated thereunder. Messis Capital Limited has been appointed as the independent financial adviser in accordance with the requirements under the Listing Rules to make recommendation to advise the IBC and the Independent Shareholders on the above regards.

GENERAL

The Company will despatch a circular in accordance with requirements under the Listing Rules, which will contain, among other things, further details of (i) the SP Agreement (as amended and supplemented by the Supplemental Agreement) and the Acquisition together with, inter alia, the property valuation report of the Target Group and the financial information of the Target Group and the Restructured Group; (ii) the proposed Share Premium Reduction; (iii) the proposed Name Change; (iv) the Disposals; (v) the proposed adoption of the Share Option Scheme; (vi) the recommendation of the IBC and the letter of advice from Messis Capital Limited to the IBC and the Independent Shareholders in relation to the Acquisition, the Disposals and the transactions contemplated thereunder; (vii) details of the proposed appointment of the new Directors and (viii) the notice of the SGM.

As required under Rule 14.60(7) of the Listing Rules, the expected date of despatch of the circular is no more than 15 business days (as defined in the Listing Rules) after the publication of this announcement. As additional time is required for the despatch of the circular for the reasons discussed under the section headed ‘‘GENERAL’’ in this announcement. The Company expects the despatch of the circular will be postponed to a date falling on or before 31 December 2015 and the Company will make further announcement in relation to the despatch of the circular as and when necessary.

A SGM will be convened for the purpose of considering, and if thought fit, approving the Transactions and the related agreements.

SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES OF THE COMPANY.

VII. RESUMPTION OF TRADING IN THE SHARES

Trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 15 April 2015 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 with effect from 9:00 a.m. on 28 October 2015.

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I. THE ACQUISITION

After trading hours on 14 April 2015, the Company (as the purchaser) and the Vendor entered into the SP Agreement (as amended and supplemented by the Supplemental Agreement) pursuant to which the Company has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the Sale Shares and the Shareholders’ Loan for the Consideration of HK$1,942,854,000, which shall be satisfied by (i) the issue of 1,732,880,000 Consideration Shares at the issue price of HK$0.22 issued under specific mandate proposed to be obtained at the SGM; (ii) the issue of Consideration CBs in the aggregate principal amount of RMB784,143,360 entitling the Vendor to convert into 4,368,000,000 Consideration Conversion Shares based on the initial conversion price of RMB0.17952 per Consideration Conversion Share; and (iii) the remaining amount of HK$600,660,400 by cash and/or the Promissory Note (if applicable).

The SP Agreement

Date: 14 April 2015 (as amended and supplemented by the Supplemental Agreement)

Parties: 1. The Company (as the purchaser)
Tongda Enterprises Limited (as the Vendor)

The Vendor is a limited company incorporated in the BVI and is principally engaged in investment holding. Immediately prior to the entering of the SP Agreement, the ultimate beneficial owner of the Vendor was holding 1,080,000 Shares, representing approximately 0.08% of the issued share capital of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor, and its ultimate beneficial owners are independent third parties to the Company and its current connected persons.

Subject matter

Pursuant to the SP Agreement (as amended and supplemented by the Supplemental Agreement), the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Company, and the Shareholders’ Loan, representing all the interests, benefits and rights of and in the interest-free shareholder’s loan owed by the Target Company to the Vendor on SP Completion.

As at the date of this announcement, the shareholder’s loan owed by the Target Company to the Vendor amounting to approximately US$50.13 million (equivalent to approximately HK$388 million). As confirmed by the Vendor, it has no intention to advance further loan to the Target Company prior to SP Completion.

Through the Acquisition, the Company will acquire the Target Group’s equity interests in the PRC Operating Subsidiaries, which own and operate six property development projects in Changsha, PRC. Further information on the Target Group is set out in the section headed ‘‘Information on the Target Group’’ below.

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The Consideration

The Consideration for the sale and purchase of the Sale Shares and the Shareholders’ Loan is HK$1,942,854,000, which will be satisfied by (i) the issue of 1,732,880,000 Consideration Shares at the issue price of HK$0.22; (ii) the issue of Consideration CBs in the aggregate principal amount of RMB784,143,360 (equivalent to HK$960,960,000 at the Fixed Exchange Rate) entitling the Vendor to convert into 4,368,000,000 Consideration Conversion Shares based on the initial conversion price of RMB0.17952 per Consideration Conversion Share; and (iii) the remaining amount of HK$600,660,400 by cash and/or the Promissory Note (if applicable).

The Consideration Shares and the Consideration Conversion Shares (upon conversion of the Consideration CBs) will be allotted and issued pursuant to a specific mandate proposed to be obtained at the SGM and further details of the terms on which the specific mandate is to be sought from the Independent Shareholders will be set out in the circular to be despatched in due course.

The Directors are of the view that to settle the Consideration with the inclusion of the issue of the Consideration CBs to be advantageous for the Group having considered the following reasons:

(i) as compared to the issue of the Consideration Shares, the issue of the Consideration CBs will not result in an immediate dilution impact on the existing Shareholders; and
(ii) as compared to cash and/or the issue of the promissory notes, the issue of the Consideration CBs will not adversely affect the cash position and development of the Group in the short to medium term.

Moreover, the exercise of the conversion rights attaching to the Consideration CBs are subject to the Company meeting the minimum public float requirement under Rule 8.08 of the Listing Rules such that no conversion of which would result in the Company not meeting the minimum public float as required under the Listing Rules.

In addition, the Directors have also considered alternative fund-raising methods, details of which are set out under the sub-section ‘‘Share Placing and CB Placing’’ in this announcement.

The Consideration was arrived at after arm’s length negotiations between the Company and the Vendor on normal commercial terms, taking into consideration of (i) the unaudited consolidated net asset value of the Target Group attributable to the equity shareholders of the Target Company as at 31 March 2015 of approximately RMB148.3 million (equivalent to approximately HK$184.9 million); (ii) the Shareholders’ Loan to be provided by the Vendor to the Target Company pursuant to the Loan Agreement in the amount not less than US$49.93 million (equivalent to approximately HK$386 million); and (iii) an appreciation of the properties of the Target Group in the amount of approximately RMB1,766.2 million (equivalent to approximately HK$2,202.2 million) corresponding to the preliminary valuation of the properties of the Target Group as at 31 March 2015 of approximately RMB4.5 billion (equivalent to approximately HK$5,612.1 million) based on the Direct Comparison method.

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Having considered the above factors, the Directors (excluding the independent nonexecutive Directors who will express their view after receiving advice from the independent financial adviser) are of the opinion that the terms of the SP Agreement (as amended and supplemented by the Supplemental Agreement) (including the Consideration) are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

A. The Consideration Shares and the Issue Price

Pursuant to the SP Agreement (and as amended and supplemented by the Supplemental Agreement), the Company will allot and issue, credited as fully paid, 1,732,880,000 Consideration Shares at the issue price of HK$0.22 per Consideration Share to the Vendor (or its nominees) as part of the Consideration.

The Consideration Shares represent (i) approximately 1.31 times of the issued share capital of the Company as at the date of this announcement; (ii) approximately 56.73% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares but before the allotment and issue of Consideration Conversion Shares; and (iii) approximately 23.35% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Consideration Conversion Shares.

The Issue Price of HK$0.22 per Consideration Share represents:

(i) a discount of approximately 70.27% to the closing price of the Shares of HK$0.740 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 68.75% to the average of the closing price of the Shares as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day of approximately HK$0.704 per Share;
(iii) a discount of approximately 65.63% to the average of the closing price of the Shares as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day of approximately HK$0.640 per Share;
(iv) a discount of approximately 62.46% to the average of the closing price of the Shares as quoted on the Stock Exchange for the thirty consecutive trading days up to and including the Last Trading Day of approximately HK$0.586 per Share; and
(v) a premium of approximately 101.47% over the audited net asset value per Share of approximately HK$0.1092 based on the published audited consolidated net asset value of the Company of approximately HK$144,296,000 as at 31 March 2015 and issued share capital of 1,321,682,525 Shares as at the date of this announcement.

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The Issue Price was determined after arm’s length negotiations between the Company and the Vendor with reference to (i) the prevailing market price of the Shares; (ii) the unaudited net asset value of the Company as at 31 March 2015; (iii) the materialisation of the Disposals; and (iv) the current market conditions. Based on the above, the Directors (excluding the independent non-executive Directors who will express their view after receiving advice from the independent financial adviser) consider that the Issue Price is fair and reasonable to the Company and the Shareholders as a whole.

Although the Issue Price represents a significant discount to the prevailing market price of the Company on the Last Trading Day, the Directors consider that the Issue Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole for the following reasons:

(i) the benefits of the Acquisition as detailed in the paragraph headed ‘‘Reasons for the Acquisition’’ in this announcement;
(ii) the materialisation of the Disposals which are conditions precedent under the SP Agreement, will significantly affect the revenue sources and the financial performances of the Group which the closing price of the Shares has not reflected in; and
(iii) the Issue Price will represent a significant premium over the audited net asset value per Share as at 31 March 2015 taking into effect of the completion of the Disposals.

The Consideration Shares, when issued and allotted, will rank pari passu in all respects with the Shares in issue.

Application for the listing of the Consideration Shares

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Consideration Shares to be issued and allotted pursuant to the SP Agreement.

B. Principal terms of the Consideration CBs

The principal terms of the Consideration CBs are summarised below:

Issuer: The Company Aggregated principal RMB784,143,360 (equivalent to approximately amount: HK$960,960,000 at the Fixed Exchange Rate) Interest: The Consideration CBs will bear no interest Maturity: 3 years from issue date Conversion period: From the date of issue until the third business day prior to maturity (the ‘‘Conversion Period’’)

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Consideration
RMB0.17952 per Consideration Conversion Share
Conversion Price:
Underlying number of Based on the initial conversion price of RMB0.17952 per Shares: Consideration Conversion Share, 4,368,000,000 Consideration Conversion Shares may fall to be allotted and issued upon exercise of the conversion rights attached to the Consideration CB in full
Conversion rights and restrictions:
Each holder of the Consideration CBs shall have the right to convert the Consideration CBs at the Fixed Exchange Rate at any time after the issue thereof, in whole or in part, into Consideration Conversion Shares provided that they may not exercise the conversion rights as to such number of Consideration CBs the conversion of which would (a) trigger a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the holder of the Consideration CBs and parties acting in concert with it (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under Rule 8.08 of the Listing Rules
Voting: The holders of the Consideration CBs (in their capacity as such) shall not be permitted to attend or vote at any meetings of the Shareholders
Redemption: Unless previously converted or cancelled as herein provided, all Consideration CBs shall be redeemed at 100% of the principal amount outstanding at maturity. The redemption of the principal amount outstanding by the Company shall be settled in HK$ at the Prevailing Exchange Rate
Transferability: During the first six months from the date of issue, the Consideration CB(s) is not transferable. After the first six months, the Consideration CB(s) shall be transferable in whole or in part to any third party (including connected person of the Company) subject to compliance with the approvals, requirements and any other provisions of or under the Listing Rules, all applicable laws and regulations including but not limited to Rule 10.07 of the Listing Rules

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Subordination:

Ranking:

Adjustment events:

As long as any Convertible Bonds remain outstanding and unless the relevant holders of the Convertible Bonds otherwise jointly consent, the Consideration CBs are and shall be subordinated and the payment of them shall be deferred in all respects to any and all rights, claims and actions which the holders of the Convertible Bonds may have against the Company in respect of the Convertible Bonds in the event of liquidation of the Company
The Consideration Conversion Shares which are issued as a result of the conversion of the Consideration CBs shall rank pari passu in all respects with the then existing Shares in the capital of the Company
The Consideration Conversion Price shall from time to time be subject to adjustment upon occurrence of certain events:
(i) any consolidation or sub-division of the Shares;
(ii) issue (other than in lieu of a cash dividend) of any Shares credited as fully paid by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve fund);
(iii) making any capital distribution to the Shareholders or granting the Shareholders rights to acquire for cash assets of the Company or any of its subsidiaries;
(iv) offer of new Shares to Shareholders for conversion by way of rights, or grant, to Shareholders any options or warrants to subscribe for new Shares, at a price which is less than 90% of the market price at the date of the announcement of such offer or grant;
(v) issue of any securities wholly for cash which by their terms are convertible into or exchangeable for or carry rights of conversion for new Shares; or
(vi) issue of any Shares wholly for cash at a price per Share which is less than 90% of the market price at the date of the announcement of the terms of such issue.

Settlement currency:

All payments due under, and all claims arising out of or pursuant to, the Consideration CBs from or against the Company shall be payable and settled in HK$

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Listing:

No listing will be sought for the Consideration CBs on the Stock Exchange or any other stock exchange. An application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Consideration Conversion Shares

The Consideration Conversion Price of the Consideration CB, equivalent to the Issue Price, was determined after arm’s length negotiations among the parties to the SP Agreement and the Company considers that the Consideration Conversion Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

Application for the listing of the Consideration Conversion Shares

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Consideration Conversion Shares to be issued and allotted upon the exercise of the conversion rights attached to the Consideration CBs.

Proposed transfer of certain Consideration CBs

It is the intention of the Vendor to transfer, by way of gift, upon the expiry of the six months after the SP Completion, certain Consideration CBs in the aggregate principal amount of RMB53,856,000 convertible into 300,000,000 Consideration Conversion Shares (the ‘‘Granted CBs’’) at the initial Consideration Conversion Price to 36 individuals (the ‘‘Transferees’’) who are the members of the senior management of certain companies controlled by Mr. Pan. The Transferees are mainly holding the positions of director, general manager and deputy general manager of those companies and have assisted Mr. Pan in the development of his business during the past years.

A special vehicle wholly owned by Mr. Pan has been specifically set up for the purpose of holding the Granted CBs on trust for the Transferees. Subject to the terms and conditions of the Consideration CBs, the special vehicle will convert all the Granted CBs held on trust for the Transferees into Consideration Conversion Shares before maturity and will transfer such Consideration Conversion Shares and/or the redemption money from the Granted CBs at maturity (the ‘‘Redemption Money’’) in the event the Granted CBs cannot be fully converted before maturity to the Transferees by batches after maturity. The transfer of the Consideration Conversion Shares and/or the Redemption Money will be conditional on the Transferees remain as an employee of those companies controlled by Mr. Pan. As the special vehicle is wholly owned by Mr. Pan, the Consideration Conversion Shares to be allotted and issued upon the exercise of the Granted CBs will not be counted towards the public float of the Company at Completion.

Among the Transferees, 31 of them are the members of the senior management of the companies controlled by Mr. Pan which are not within the Target Group, four of them are the members of the senior management of both the Target Group and other companies controlled by Mr. Pan as at the date of this announcement and one of them is a member of the senior management of a subsidiary of the Target Company. Upon SP

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Completion, four of the Transferees will become senior management of the Company. All the Transferees are Independent Third Parties except for two of them who are the son and the brother of Mr. Pan respectively.

The purpose of such arrangement is primarily to reward and recognise their contributions to the success of Mr. Pan’s business development.

C. Principle terms of the Promissory Note

The principal terms of the Promissory Note are summarised below:

Issuer: The Company Principal amount: Up to HK$600,660,400 Maturity: The second anniversary of the issue date of the Promissory Note Interest: The Promissory Note shall bear no interest Early repayment: The Company could, at its discretion, repay the Promissory Note in whole or in part prior to the maturity date and there will not be any premium over or discount to the payment obligations under the Promissory Note for any early repayment Transferability: The Promissory Note is not transferable or assignable unless with the prior consent of the opposing party

The Directors (excluding all the independent non-executive Directors, who will give their opinion based on the recommendation from the independent financial adviser) are of the view that the terms of the Promissory Note are fair and reasonable.

SP Completion

The SP Completion shall take place on the completion date falling on the 5th Business Day (or such other date as the Vendor and the Company may agree in writing) after all the conditions precedent under the SP Agreement (as amended and supplemented by the Supplemental Agreement) having been fulfilled or waived (as the case may be) by the relevant parties.

Upon SP Completion, the Group will own the entire issued share capital of the Target Company and its results will be consolidated with the financial results of the Group in accordance with the relevant accounting standards.

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Conditions precedent

SP Completion is conditional upon fulfilment of the following conditions:

(a) the passing of resolutions by the Independent Shareholders at the SGM by way of poll approving, among others:
(1) the SP Agreement (as amended and supplemented by the Supplemental Agreement) and the transactions contemplated thereunder including the Acquisition, the specific mandate for the issue of the Consideration Shares and the Consideration Conversion Shares;
(2) the Disposals;
(3) the Share Premium Reduction; and
(4) the Share Placing of not less than 2,727,280,000 new Shares and the CB Placing including the mandate for the issue of the Placing Shares and the Conversion Shares;
(b) the Stock Exchange having granted the listing of, and the permission to deal in the Consideration Shares and the Consideration Conversion Shares; and such grant has not been revoked as at the date of the SP Completion;
(c) the Share Premium Reduction becoming effective;
(d) the Company having entered into one or more sale and purchase agreement(s) in respect of the Disposals of which the conditions precedent of such agreement(s) are all satisfied, or waived (if applicable) (other than the fulfilment of any condition in the such agreement(s) requiring the fulfilment of the conditions precedent of the SP Agreement);
(e) the Company having entered into agreement(s) with one or more than one placing agent(s) in respect of the Share Placing and the CB Placing of which the conditions precedent of such agreements are all satisfied, or waived (if applicable) (other than the fulfilment of any condition in the such agreement(s) requiring the fulfilment of the conditions precedent of the SP Agreement);
(f) the Vendor having obtained all necessary approvals, authorisations and consents from and completed all necessary registrations and filings (if applicable) with the governmental authorities or regulatory bodies (including but not limited to the governmental authorities or regulatory bodies in the PRC), its shareholders or any third parties in respect of the SP Agreement and the transactions contemplated thereunder;
(g) the Company having obtained from the Vendor a disclosure letter in relation to the representations, undertakings, covenants and warranties given by the Vendors under the SP Agreement; and the Company being reasonably satisfied with the results of the due diligence exercises in respect of the Target Group’s assets, debts, operation, taxation matters, books and accounts, corporate records and legal matters;

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(h) the Company having obtained a valuation report on the properties of the Target Group as at 31 August 2015 (or any such other date as agreed by the Company and the Vendor) from a qualified valuer engaged by the Company and such valuation shall have no material adverse change in comparing the draft valuation report;
(i) no material adverse change or prospective material adverse change in comparing the Target Group’s unaudited and audited financial results for the three financial years ended 31 December 2014 and for the six months ended 30 June 2015;
(j) the Vendor having delivered to the Company the certificates of good standing and certificates of incumbency of the Target Company and the companies within the Target Group which were incorporated in the BVI, such certificates being dated not more than ten Business Days before the date of the SP Completion;
(k) the Vendor having confirmed to the Company in writing that the conditions precedent referred to in (f) and (n) have been satisfied as at the SP Completion;
(l) the Vendor having obtained from the Company a disclosure letter in relation to the representations, undertakings, covenants and warranties given by the Company under the SP Agreement; and the Vendor being reasonably satisfied with the results of the due diligence exercises in respect of the Group’s assets, debts, operation, taxation matters, books and accounts, corporate records and legal matters;
(m) the Company having confirmed to the Vendor in writing that the conditions precedent referred to in (o) have been satisfied as at the SP Completion;
(n) the warranties given by the Vendor to the Company being true and accurate in all material respects when made, and being true and accurate in all material respects on and as of the date of the SP Completion;
(o) the warranties given by the Company to the Vendor being true and accurate in all material respects when made, and being true and accurate in all material respects on and as of the date of the SP Completion;
(p) the Company has obtained the approval in principle from the Listing Committee pursuant to the Rule 14.54 of the Listing Rules with respect to the new listing application by way of the Acquisition and the transactions contemplated thereunder (and such permission and listing not subsequently being withdrawal or revoked); and
(q) the Company having obtained a legal opinion on the Target Group from a PRC legal adviser engaged by the Target Company in respect of the Target Group’s assets, debts, operation, taxation matters, books and accounts, corporate records and legal matters and such opinion shall be in such form and substance to the reasonable satisfaction of the Company.

As at the date of this announcement, none of the above conditions precedent has been fulfilled.

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Except that the Company may waive in part or in whole the conditions precedent referred to in (g) and (j) above at its sole discretion at any time by notice in writing to the Vendor and the Vendor may waive in part or in whole the conditions precedent referred to in (l) at its sole discretion at any time by notice in writing to the Company, all other conditions precedent under the SP Agreement (as amended and supplemented by the Supplemental Agreement) cannot be waived.

If any of the conditions precedent has not been fulfilled or waived in accordance with the terms of the SP Agreement on or before the Long Stop Date (except that conditions referred to in (k) and (m) can take place simultaneously with SP Completion), the SP Agreement (as amended and supplemented by the Supplemental Agreement) shall automatically terminate and none of the Company nor the Vendor shall have any claim against the other, save for any antecedent breach of the terms of the SP Agreement (as amended and supplemented by the Supplemental Agreement).

Share Placing and CB Placing

The Share Placing and CB Placing will be inter-conditional with the Acquisition. The Company and the Vendor have agreed, and are intended, to broaden the shareholders base of the Company through the Share Placing and CB Placing riding on this Acquisition.

The Company intends to use the net proceeds from the Share Placing and CB Placing (together with the net proceeds from the Disposals in the amount of approximately HK$83.08 million) to (i) settle the full amount of the Promissory Note in respect of the Acquisition in the amount of HK$600,660,400; (ii) to partially invest in a property development project in the core district of Changsha, the PRC for residential and commercial uses (a total of three phrases with an aggregate estimated site area of approximately 116,904.45 meter square) from, to the best knowledge, the counterparty who is an Independent Third party and independent to the Vendor and its beneficial owners in the amount of approximately HK$425 million and as at the date of this announcement, neither the Company nor the Vendor has entered into agreements in respect of the project; and (iii) the remaining of which to further strengthen the Group’s capital base so as to allow the Group to grasp suitable business and/or investment opportunities with immediately available fund should appropriate chances arise and/or general working capital of the Company for expansion and development of the business of the Group upon SP Completion.

As at the date of this announcement, the Company is in the process of negotiating and finalising the terms under the placing agreements with several security houses in respect of the Share Placing and CB Placing while these security houses are performing due diligence on, among other things, the Company and the Acquisition. The expected amounts to be raised under the Share Placing and CB Placing are approximately HK$600.00 million and approximately HK$400.00 million respectively. The completions of the Share Placing and CB Placing (when materialised) are both expected to take place simultaneously with or immediately after the SP Completion.

– 15 –

The Directors have considered alternative fund raising methods such as bank borrowings and rights issue/open offer, however, taking into account:

(i) bank loans and/or other borrowings with interest rate will inevitably increase the interest burden and adversely affect the financial position of the Group;
(ii) given the Company is currently undergoing the process of restructuring, fundraising by rights issue or open offer on a fully underwritten basis, which require the underwriter to lock-up financial resources for its underwriting commitment until completion of the rights issue or open offer, is not preferred in the market;
(iii) an open offer on a non-fully underwritten basis is require to meet the minimum amount of funds raised set by and disclosed in the relevant listing document of the Company in order for the issue to proceed. This may result in the inability of the Company to implement its development plan and restructuring process as there is a possibility that no funds could be raised from such open offer if minimum amount is not met. As such, the Company considers the Share Placing and CB Placing involve less uncertainty risk than an open offer on a non-fully underwritten basis; and
(iv) the Share Placing and the CB Placing would enable the Company to broaden its shareholder base as their respective placees are Independent Third Parties and independent to the Vendor and its ultimate beneficial owners,

the Directors are of the view the Share Placing and CB Placing are in the interests of the Company and the Shareholders as a whole.

Details of the Share Placing and CB Placing will be announced by the Company as soon as any placing agreement is signed or the terms and conditions of the Share Placing and/or CB Placing are finalised.

Information on the Vendor and the Target Group

The Target Company is a limited liability company incorporated in the BVI on 29 October 2014 and has a total issued capital of US$50,000 divided into 50,000 ordinary shares of US$1 each. The Target Company is a wholly-owned subsidiary of the Vendor, which is in turn wholly owned by Mr. Pan. The Target Company is an investment holding company and the Target Group is principally engaged in the development and sale of residential and commercial properties in the PRC.

– 16 –

Mr. Pan has extensive experience in corporate management and has over 20 years of experience in the development of real properties in the PRC. Mr. Pan has been the executive director of Guangzhou Yunxing Property Development Group Co., Ltd* (廣州雲星 房 地產開發集團有限公司), a real property developer in the PRC, since 1993 and the president of Fusheng Group Co. Ltd. (福晟集團有限公司), a real property developer in the PRC, since 2007.

Information of the Target Group’s property development projects (the ‘‘Target Projects’’)

As at the date of this announcement, the property portfolio of the Target Group comprised of six property development projects under various stages of the development cycle in Changsha City, Hunan Province of the PRC. Further information of these property development projects as at 31 August 2015 are set out in the table below:

				Total gross
				floor area				Revenue
				(‘‘GFA’’) of	Effective		Actual/	generation
				each project	interest		expected	during the
				(sq.m.)	attribute to	Stage of	completion	year ended
PRC Operating			Actual/planned	(Notes	the Target	development as of	date	31 December
Subsidiaries	Project	Location	use	1 and 2)	Group	31 August 2015	(Note 2)	2014
Hunan Fullsun	Qianlong Royal	Changsha	Residential	442,013	100%	Partially completed	November 2019	Yes
	Family		complex			and under
	(`錢`隆世家)					development;
						partially held
						for future
						development
Hunan	Fullsun	Changsha	Commercial	163,605	100%	Future development	December 2017	No
Longxiang	International					(commencement
	Financial Centre					of construction
	(福晟國際金融					expected in or
	中心)					around
						November 2015)
Hunan Shengran	Qianlong	Changsha	Residential and	237,507	100%	Future development	November 2018	No
	International		commercial			(commencement
	(`錢`隆國際)					of construction
						expected in or
						around October
						2015)
Hunan Weilong	Qianlong Academy	Changsha	Residential	172,456	100%	Completed	July 2014	Yes
	(`錢`隆學府)
Hunan Weilong	Qianlong Fine Art	Changsha	Residential and	252,862	100%	Completed	August 2014	Yes
	(`錢`隆樽品)		commercial
Hunan Zhonglv	Qianlong Premier	Changsha	Residential	176,723	100%	Partially completed	December 2015	Yes
	Mansion (`錢`隆					and under
	首府)					development

Notes:

The total GFA presented in this table includes saleable/rentable areas, car parks and ancillary facilities and others which are non-saleable/rentable areas.
Certain information contained in this column is based on the Target Group’s internal records or estimation and may be subject to change.

– 17 –

For the completed project Qianlong Academy, it had GFA sold of approximately 151,313 sq.m. and saleable GFA remaining unsold of approximately 17,649 sq.m. as at 31 August 2015. Up to 31 August 2015, Qianlong Academy had generated accumulated revenue (unaudited) of approximately RMB846.64 million. For the other completed project Qianlong Fine Art, it had GFA sold of approximately 192,632 sq.m. and saleable GFA remaining unsold of approximately 53,644 sq.m. as at 31 August 2015. Up to 31 August 2015, Qianlong Fine Art had generated accumulated revenue (unaudited) of approximately RMB1,035.75 million. Further detailed information of the above property development projects will be included in the circular.

The Target Group’s property development projects are primarily financed through capital contributions or advances provided by its shareholders, bank loans, trust and other loans and internal cash flows, including proceeds from the pre-sale of its properties. Based on the Target Group’s internal estimates or records, the estimated future development costs (mainly including construction costs, other development costs and capitalized finance costs) for the projects of the Target Group was approximately RMB2.4 billion as at 31 August 2015.

For its property development business, the Target Group focuses on site selection, land acquisition, project planning and preparatory work, and sales and marketing. Similar to many other property developers in the PRC, the Target Group generally outsources its design, construction, and property management services to qualified design firms, contractors and property management companies, and supervises their performance and manages the overall project development process.

Upon SP Completion, the Target Company will become a direct wholly-owned subsidiary of the Company and its financial results will be consolidated into the consolidated financial statements of the Company.

On 12 April 2015, the Vendor entered into the Loan Agreement with the Target Company and pursuant to which, the Vendor will provide an unpledged Shareholders’ Loan of not less than US$49.93 million interest free to the Target Company for a term of two years from the date of the Loan Agreement. Upon SP Completion, the Shareholders’ Loan will be assigned to the Company and as at the date of this announcement, the Shareholders’ Loan amounting to approximately US$50.13 million (equivalent to approximately HK$388 million). As confirmed by the Vendor, it has no intention to advance further loan to the Target Company prior to SP Completion.

– 18 –

Financial information of the Target Group

Certain key unaudited financial information of the Target Group for the two financial years ended 31 December 2013 and 2014 and for the six months ended 30 June 2014 and 2015 are set out as below:

			For the
	For the year ended		six months ended
	31 December		30 June
	2013	2014	2014 2015
	RMB`’`000	RMB`’`000	RMB`’`000 RMB`’`000
Revenue	342,105	1,137,733	54,860 269,011
Net profit/(loss) before taxation	53,195	158,243	(13,485) 36,373
Net profit/(loss) after taxation	33,341	86,828	(15,152) 25,351

As at 30 June 2015, the unaudited consolidated net asset value of the Target Group was approximately RMB150,565,000.

Based on the unaudited financial information of the Target Group set out above, the revenue and profits of the Target Group for the six months ended 30 June 2015 (on an annualized basis) appear to have declined from that of the year ended 31 December 2014. That is mainly due to certain phases of Qianlong Fine Art, Qianlong Premier Mansion and Qianlong Royal Family were completed and delivered in the second half of 2014 giving a significant boost to the Target Group’s recognized revenue and profits during this period while the Target Group had relatively less GFA completed and delivered during the six months ended 30 June 2015. Historically, the Target Group experienced fluctuations in its results of operations, including revenue, gross profit and net profit. These fluctuations were mainly attributable to the GFA completed and delivered in each of the reporting periods. As the Target Group only had a few projects, the development stage of each of its projects would have significant impact on the Target Group’s results of operations.

The Company would like to draw to the attention of the Shareholders and potential investors that the above unaudited financial information relating to the Target Group is subject to audit by a reporting accountant and therefore to change. Shareholders and potential investors should exercise caution in placing reliance on the above information in assessing the merits and demerits of the Acquisition and other transactions disclosed in this announcement and/or when dealing in the Shares.

– 19 –

Intention of the Vendor in relation to composition of the Board

The Board is currently made up of 5 Directors, namely (i) Mr. Tang Kwok Hung and Mr. Ng Cheuk Fan, Keith as executive Directors; and (ii) Mr. Xie Tom, Mr. Mak Ka Wing, Patrick and Mr. Chan Chi Yuen as independent non-executive Directors. Upon SP Completion having taken place, the Vendor will become the controlling Shareholder (as defined in the Listing Rules). In view that the Company’s principal business will undergo a substantial change following SP Completion, it is the intention of the Vendor to change the composition of the Board in line with the new principal business of the Restructured Group. It is currently expected that Mr. Ng Cheuk Fan, Keith, an executive Director, shall resign while Mr. Tang Kwok Hung, the other executive Director, together with the 3 existing independent non-executive Directors shall remain on the Board upon SP Completion. In addition, the Vendor is expected to appoint 5 new executive Directors upon SP Completion. In that connection, the Vendor has finalised a list of suitable candidates with the right caliber to become new Directors following SP Completion and such list is subject to confirmation. Further information on the proposed change in directorship, including details of the proposed new Directors, will be included in the circular to be despatched to the Shareholders.

– 20 –

Shareholding Structure of the Target Group

Set out below is the shareholding structure of the Target Group as at the date of this announcement:

==> picture [428 x 417] intentionally omitted <==

----- Start of picture text -----

Mr. Pan
100%
Vendor
100%
Target Company
Offshore 100%
Onshore
Fuzhou Fullsun Group
100%
Boshi Zhuhai Hunan Fullsun Fujian Fullsun Fujian Fullsun Sichuan
Capital Oriental Group Investment Men Cheung Trust
49% 49% 49.15%
(Note 2)
(Note 1) (Note 3)
51% 100% 51% 50.85%
Hunan Hunan Hunan Hunan
Zhonglv Weilong Fullsun Longxiang
100%
Hunan
Shengran
----- End of picture text -----

Notes:

Pursuant to a financing arrangement, 49% interest in Hunan Zhonglv is registered under the name of Boshi Capital Management Co., Ltd.* (博時資本管理有限公司) (‘‘Boshi Capital’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.
Pursuant to a financing arrangement, 49% interest in Hunan Fullsun is registered under the name of Zhuhai Oriental Huixiang Investment Management Center LLP.* (珠海東方暉祥 投 資管理中心(有限合夥)) (‘‘Zhuhai Oriental’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.
Pursuant to a trust financing arrangement, 49.15% interest in Hunan Longxiang is registered under the name of Sichuan Trust Co., Ltd.* (四川信 托 有限公司) (‘‘Sichuan Trust’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.

– 21 –

Set out below is the shareholding structure of the Target Group upon SP Completion (i.e. immediately after the issue of the Consideration Shares and the new Shares under the Share Placing (assuming placed in full) but before the conversion of the Consideration CBs and the Convertible Bonds):

==> picture [453 x 505] intentionally omitted <==

----- Start of picture text -----

Mr. Pan 0.08% (Note 4)
100%
Advanced Lead
Vendor Public
International Limited
29.91% 19.99% 50.02%
The Company
100%
Target Company
Offshore 100%
Onshore
Fuzhou Fullsun Group
100%
Boshi Zhuhai Hunan Fullsun Fujian Fullsun Fujian Fullsun Sichuan
Capital Oriental Group Investment Men Cheung Trust
49% 49% 49.15%
(Note 1) (Note 2) (Note 3)
51% 100% 51% 50.85%
Hunan Hunan Hunan Hunan
Zhonglv Weilong Fullsun Longxiang
100%
Hunan
Shengran
----- End of picture text -----

Notes:

Pursuant to a financing arrangement, 49% interest in Hunan Zhonglv is registered under the name of Boshi Capital Management Co., Ltd.* (博時資本管理有限公司) (‘‘Boshi Capital’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.

– 22 –

Pursuant to a financing arrangement, 49% interest in Hunan Fullsun is registered under the name of Zhuhai Oriental Huixiang Investment Management Center LLP.* (珠海東方暉祥 投 資管理中心(有限合夥)) (‘‘Zhuhai Oriental’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.
Pursuant to a trust financing arrangement, 49.15% interest in Hunan Longxiang is registered under the name of Sichuan Trust Co., Ltd.* (四川信 托 有限公司) (‘‘Sichuan Trust’’), a party and whose ultimate beneficial owners are independent of the Company and its connected persons.
1,080,000 Shares are directly held by Mr. Pan, the ultimate beneficial owner of the Vendor, as at the date of this announcement.
The above figures are approximate only.

Information on the Group

The Group is principally engaged in operating with distinctive business lines of wholesale of garments and retail of fashion garments covering men, women and children’s wear.

Reasons for the Acquisition

The Directors (excluding the independent non-executive Directors who will express their view after receiving advice from the independent financial adviser) consider the Acquisition to be in the interests of the Company and the Shareholders as a whole for the following reasons:

(i) The Board has continuously been exploring different investment opportunities. Through the Acquisition, the Company can acquire the well-established businesses of the Target Group in the PRC;
(ii) As set out in the recent financial report of the Group, the Group experienced a decline in its garment retail business due to the weak domestic garment market and the emergence of internet retail business in China;
(iii) In light of the weak prospect of wholesaling and retailing of garment business presently carried on by the Group and the various challenges and uncertainties lied ahead in the retailing industry under the current global macro-economic environment, the Acquisition allows the scope of business of the Group to be replaced and the quality assets proposed to be acquired are expected to enhance the Company’s value to the Shareholders; and
(iv) The settlement of the consideration under the SP Agreement through the issue of Consideration Shares and Consideration CBs allows the Company to minimize its funding costs.

Based on the above, the Board is of the view that the Acquisition presents an excellent opportunity for the Group to expand its business portfolio to include and participate in the property business in the PRC with a view to forming a solid foundation for the Group to further enhance returns to the Shareholders.

– 23 –

As stated in the section headed ‘‘The Consideration’’ in this announcement, the Consideration was arrived at after taking into consideration of (i) the unaudited consolidated net asset value of the Target Group attributable to the equity shareholders of the Target Company as at 31 March 2015; (ii) the Shareholders’ Loan; and (iii) an appreciation of the properties of the Target Group as per the preliminary valuation of the properties of the Target Group as at 31 March 2015. The Directors consider the Consideration has taken into account of the sold portion of the Qianlong Academy and Qianlong Fine Art which has been transferred from inventory to cash in the Target Group’s financial statements upon the conclusion of such sales and would be reflected in the Target Group’s net asset value.

In consideration of the above, the Directors (excluding all the independent nonexecutive Directors, who will give their opinion based on the recommendation from the independent financial adviser) are of the view that the terms of the SP Agreement (as amended and supplemented by the Supplemental Agreement), which have been agreed after arm’s length negotiations, are on normal commercial terms and such terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Potential continuing connected transactions upon SP Completion

Upon SP Completion, any transaction between the Restructured Group and the Vendor or its associates will constitute a connected transaction or continuing connected transactions for the Company and are subject to the requirements set out in Chapter 14A of the Listing Rules. It is currently envisaged that two transactions in relation to (i) licensing of certain trademarks held by Fujian Fusheng Group Co. Ltd. (福建福晟集團有限公司), a connected person of the Target Company, to Hunan Fullsun Group on a royalty-free basis; and (ii) leasing of a property in the PRC by Fujian Men Cheung Properties Co., Ltd. (福建閩長 置 業有限公司), a connected person of the Target Company, to Fuzhou Fullsun Group on a rent-free basis will become exempt continuing connected transaction upon SP Completion. Details of such continuing connected transactions will be disclosed in the circular to be despatched by the Company to its Shareholders in compliance with the requirements of the Listing Rules if and when required.

Warnings

– 24 –

II. REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION

The Acquisition constitutes a very substantial acquisition for the Company under Rule 14.06(5) of the Listing Rules as one or more of the relevant percentage ratios under Rule 14.07 of the Listing Rules are over 100% for the Company in relation to the Acquisition.

The Acquisition also constitutes a reverse takeover for the Company under Rule 14.06(6)(a) of the Listing Rules on the basis that the Acquisition (i) constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and (ii) involves an acquisition of assets from the Vendor which will result in a change in control (as defined under the Takeovers Code) of the Company immediately after the allotment and issue of the Consideration Conversion Shares upon full conversion of the Consideration CBs.

Accordingly, the Acquisition is also subject to the approval by the Listing Committee. As at the date of this announcement, the new listing application has not been submitted to the Stock Exchange, and the Company will initiate the new listing application process as soon as practicable. The Listing Committee may or may not grant its approval to the new listing application. If such approval is not granted by the Listing Committee, the SP Agreement (as amended and supplemented by the Supplemental Agreement) will not become unconditional and the Acquisition will not proceed.

The Acquisition is subject to the approval of the Independent Shareholders at the SGM. The Vendor and its associates are required to abstain from voting on the relevant resolutions to be proposed at the SGM to approve, among others, the SP Agreement and the transactions contemplated under the SP Agreement. The Consideration Shares and the Consideration Conversion Shares will be issued under specific mandate to be obtained at the SGM.

III. PROPOSED SHARE PREMIUM REDUCTION

Subject to the approval by the Shareholders at the SGM, the Board proposes the Share Premium Reduction by cancelling the entire amount standing to the credit of the share premium account of the Company as at the date of passing the resolution and to transfer the credit arising therefrom to the contributed surplus account of the Company which may be used in any manner permitted by the Bye-laws including, without limitation, to set off against the accumulated losses of the Company. As at 31 March 2015, based on the audited financial statements of the Company, the audited amount standing to the credit of the share premium account of the Company was approximately HK$783.16 million and the amount of accumulated losses of the Company was approximately HK$746.75 million. Upon completion of the Share Premium Reduction and the transfer of the credit arising therefrom to the contributed surplus account of the Company, an

– 25 –

amount of approximately HK$746.75 million standing to the credit of the contributed surplus account of the Company be applied to set off against the accumulated losses of the Company as at 31 March 2015.

The Share Premium Reduction is conditional upon (i) the approval of the Share Premium Reduction by the Shareholders by way of a special resolution at the SGM; (ii) compliance with section 46(2) of the Companies Act; and (iii) compliance of the applicable procedures and requirements under the laws of Bermuda and the Bye-laws to effect the Share Premium Reduction.

Reasons for the Share Premium Reduction

The Board considers that the Share Premium Reduction may be applied towards elimination of accumulated losses of the Company and also provide greater flexibility in relation to its dividend distribution in the future if and when the Board considers appropriate. The Board therefore considers that the Share Premium Reduction is in the interests of the Company and the Independent Shareholders as a whole.

Effect of the Proposed Share Premium Reduction

The Share Premium Reduction does not involve any reduction in the authorised or issued share capital of the Company, nor does it involve any reduction in the nominal value of the Shares or trading arrangements concerning the Shares. The Board considers that the implementation of the Share Premium Reduction will not, in itself, have any material adverse effect on the underlying assets, liabilities, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole, other than related expenses incurred which are immaterial. There are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction would be, unable to pay its liabilities as they become due.

IV. PROPOSED CHANGE OF NAME OF THE COMPANY

Conditions for the Name Change

The Name Change is conditional upon the following conditions having been satisfied:

the passing of a special resolution by the Shareholders at the SGM approving the Name Change;
the SP Completion; and
The Registrar of Companies in Bermuda granting approval for the Name Change.

– 26 –

Reasons for the Name Change

The Name Change is to reflect the Company’s plan to focus on its new businesses in property development, apart from its existing businesses in operating with distinctive business lines of wholesale of garments and retail of fashion garments covering men, women and children’s wear. In addition, the Board believes that the new English and Chinese names of the Company will improve the Company’s corporate image and identity, which the Board considers to be in the interests of the Company and the Shareholders as a whole.

Effect of the Name Change

Assuming all the conditions set out in the paragraph headed ‘‘Conditions for the Name Change’’ having been fulfilled, the Name Change will take effect from the date of entry of the new name of the Company on the register maintained by the Registrar of Companies in Bermuda. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

The Name Change will not affect any rights of the Shareholders or the Company’s daily business operation or its financial position. All existing share certificates of the Company in issue bearing the current name of the Company will, upon the Name Change becoming effective, continue to be good evidence of legal title to such Shares and will remain valid for trading, settlement, registration and delivery purposes.

There will not be any arrangement for the exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon Name Change becoming effective, all new share certificates will be issued only in the new name of the Company.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Name Change becoming effective. Further announcement(s) will be made by the Company in relation to the effective dates of the Name Change and the change of the English and Chinese stock short names as and when appropriate.

V. THE DISPOSALS

Subsequent to the signing of the SP Agreement, the Company has entered into two sale and purchase agreements to dispose its Company Subsidiaries. The completion of the Disposals, when materialised, are expected to take place simultaneously with or immediately after the SP Completion. Subsequently, (i) upon completion of the Disposals, the Company’s remaining subsidiaries will be principally engaged in the trading of construction materials and property investment; and (ii) upon SP Completion and completion of the Disposals, the Group will be principally engaged in the business of the Target Group’s in property development in the PRC. As at the date of this announcement, the Company or the Vendor has no intention, understanding, arrangement or agreement to terminate, dispose, scaling down and/or change the

– 27 –

business plans of those remaining subsidiaries of the Company and the Vendor has not imposed any conditions and/or restrictions in respect of each of the UR Disposal and Alfreda Disposal.

(1) The UR Disposal

After trading hours on 27 October 2015, the Company (as the vendor) and the UR Purchaser entered into the UR Disposal Agreement pursuant to which the Company has agreed to sell and the UR Purchaser has agreed to purchase the entire issued share capital of UR Group Limited and a shareholder’s loan owed by the UR Disposal Group to the Company for a total consideration of approximately HK$56.50 million to be satisfied under the following arrangement:

(i) as to approximately HK$5.65 million on the date of completion of the UR Disposal by setting off a deposit (being 10% of the UR Consideration) which will be paid by the UR Purchaser within seven days after execution of the UR Disposal Agreement (the ‘‘UR Deposit’’) on a dollar-to-dollar basis; and
(ii) the remaining balance of approximately HK$50.85 million by the UR Purchaser issuing a promissory note to the Company or in cash or cheque drawn against a licensed bank in Hong Kong and made payable in favour of the Company within 2 weeks from the date of completion of the UR Disposal.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the UR Purchaser is an Independent Third Party as at the date of the UR Disposal Agreement and independent to the Vendor and its ultimate beneficial owners.

The UR Consideration was arrived after arm’s length negotiations between the Company and the UR Purchaser on normal commercial terms and calculated based on the net tangible asset value of the UR Disposal Group and the outstanding amount of the shareholder’s loan owed by the UR Disposal Group to the Company on a dollar-to-dollar basis. The Directors (excluding the independent non-executive Directors who will express their view after receiving advice from the independent financial adviser) are of the opinion that the UR Consideration is fair and reasonable.

Subject to the terms and conditions of the UR Disposal Agreement, the Company shall, as legal and beneficial owner, sell the entire issued share capital of UR Group Limited and the shareholder’s loan in the sum of approximately HK$18.56 million owed by the UR Disposal Group to the Company and the UR Purchaser shall purchase the entire issued share capital of UR Group Limited and the shareholder’s loan in the sum of approximately HK$18.56 million owed by the UR Disposal Group with effect from the completion of the UR Disposal free from all Encumbrances together with all rights attaching thereto including but not limited to all dividends paid, declared or made in respect thereof at any time on or after the date of the completion of the UR Disposal.

– 28 –

Conditions precedent under the UR Disposal Agreement

Completion of the UR Disposal is conditional upon:

(a) the SP Agreement having becoming unconditional (other than the fulfilment of any condition in the SP Agreement requiring the fulfilment of the conditions precedent of the UR Disposal Agreement and other transactions contemplated thereunder) and not being terminated in accordance with its terms and conditions;
(b) the passing by the Shareholders of an ordinary resolution approving the UR Disposal Agreement and the transactions contemplated thereunder in accordance with the Listing Rules, the Takeovers Code, and other applicable laws and regulations;
(c) if applicable, the consent of the Executive in relation to the UR Disposal Agreement and the transactions contemplated thereunder as a ‘‘special deal’’ under Rule 25 of the Takeovers Code having been obtained and not revoked prior to the completion of the UR Disposal;
(d) the UR Purchaser being satisfied with the results of the due diligence review to be conducted under the terms of the UR Disposal Agreement;
(e) all other approvals, consents, authorisations and licenses (so far as necessary) in relation to the transactions contemplated thereunder having been obtained from banks, third parties, and relevant government or judicial authorities;
(f) the warranties given by the Company in the UR Disposal Agreement remaining true and accurate in all respects; and
(g) the warranties given by the UR Purchaser in the UR Disposal Agreement remaining true and accurate in all respects.

Other than the condition precedent referred to in (g) above can be waived by the Company and the conditions precedent referred to in (d) and (f) can be waived by the UR Purchaser, all other conditions precedent under the UR Disposal Agreement are incapable of being waived by the parties to the UR Disposal Agreement.

If any of the conditions precedent has not been satisfied or waived in accordance with the terms of the UR Disposal Agreement on or before noon of the UR Disposal Long Stop Date or such later date as the parties under the UR Disposal Agreement may agree, the UR Disposal Agreement shall cease and determine and none of the parties shall have any obligations and liabilities under the UR Disposal Agreement, save for any antecedent breach of the terms of the UR Disposal Agreement and the UR Deposit shall be returned to the UR Purchaser (without interest) by the Company within seven (7) business days.

– 29 –

Completion of the UR Disposal

Completion of the UR Disposal shall take place after the conditions precedent pursuant to the UR Disposal Agreement have been satisfied or waived (if applicable).

The completion of the UR Disposal Agreement shall take place at the same time or immediately after the SP Completion so that in default of performance of any such agreement or transaction or any part thereof by any party to the SP Agreement, the parties to UR Disposal Agreement shall not be obliged to complete any of the transactions thereunder but without prejudice to any further legal remedies, and if the completion of the SP Agreement is delayed, completion of the UR Disposal Agreement shall similarly be delayed to the same later date and time.

Information on UR Group Limited

UR Group Limited, a direct wholly-owned subsidiary of the Group prior to the completion of the UR Disposal, was incorporated in the BVI. It was an investment holding company and its subsidiaries were primarily engaged in the (i) retail of fashion garments in the PRC; and (ii) wholesale trading of raw materials and textile products in the PRC.

The consolidated financial information of UR Disposal Group for the two financial years ended 31 March 2014 and 2015 are set out as below:

			For the year ended	For the year ended
			31 March
			2014	2015
			HK$	HK$
Net	profit	before taxation	10,331,097	6,323,922
Net	profit	after taxation	7,964,553	5,065,152

As at 31 March 2015, the consolidated net asset value of the UR Disposal Group was approximately HK$37.94 million.

(2) The Alfreda Disposal

After trading hours on 27 October 2015, the Company (as the vendor) and the Alfreda Purchaser entered into the Alfreda Disposal Agreement pursuant to which the Company has agreed to sell and the Alfreda Purchaser has agreed to purchase the entire issued share capital of Alfreda Limited and a shareholder’s loan owed by the Alfreda Disposal Group to the Company for a total consideration of approximately HK$25.86 million to be satisfied by the Alfreda Purchaser paying to the Company in cash or cheque drawn against a licensed bank in Hong Kong and made payable in favour of the Company within 2 weeks from the date of completion of the Alfreda Disposal.

– 30 –

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Alfreda Purchase is an Independent Third Party as at the date of the Alfreda Disposal Agreement and independent to the Vendor and its ultimate beneficial owners.

The Alfreda Consideration was arrived after arm’s length negotiations between the Company and the Alfreda Purchaser on normal commercial terms and calculated based on the net tangible asset value of the Alfreda Disposal Group and the outstanding amount of the shareholder’s loan owed by the Alfreda Disposal Group to the Company on a dollar-to-dollar basis. The Directors (excluding the independent non-executive Directors who will express their view after receiving advice from the independent financial adviser) are of the opinion that the Alfreda Consideration is fair and reasonable.

Subject to the terms and conditions of the Alfreda Disposal Agreement, the Company shall, as legal and beneficial owner, sell the entire issued share capital of Alfreda Limited and the shareholder’s loan in the sum of approximately HK$20.30 million owed by the Alfreda Disposal Group to the Company and the Alfreda Purchaser shall purchase the entire issued share capital of Alfreda Limited and the shareholder’s loan in the sum of approximately HK$20.30 million owed by the Alfreda Disposal Group with effect from the completion of the Alfreda Disposal free from all Encumbrances together with all rights attaching thereto including but not limited to all dividends paid, declared or made in respect thereof at any time on or after the date of the completion of the Alfreda Disposal.

Conditions precedent under the Alfreda Disposal Agreement

Completion of the Alfreda Disposal is conditional upon:

(a) the SP Agreement having becoming unconditional (other than the fulfilment of any condition in the SP Agreement requiring the fulfilment of the conditions precedent of the Alfreda Disposal Agreement and other transactions contemplated thereunder) and not being terminated in accordance with its terms and conditions;
(b) the passing by the Shareholders of an ordinary resolution approving the Alfreda Disposal Agreement and the transactions contemplated thereunder in accordance with the Listing Rules, the Takeovers Code, and other applicable laws and regulations;
(c) if applicable, the consent of the Executive in relation to the Alfreda Disposal Agreement and the transactions contemplated thereunder as a ‘‘special deal’’ under Rule 25 of the Takeovers Code having been obtained and not revoked prior to the completion of the Alfreda Disposal;
(d) the Alfreda Purchaser being satisfied with the results of the due diligence review to be conducted under the terms of the Alfreda Disposal Agreement;

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(e) all other approvals, consents, authorisations and licenses (so far as necessary) in relation to the transactions contemplated thereunder having been obtained from banks, third parties, and relevant government or judicial authorities;
(f) the warranties given by the Company in the Alfreda Disposal Agreement remaining true and accurate in all respects; and
(g) the warranties given by the Alfreda Purchaser in the Alfreda Disposal Agreement remaining true and accurate in all respects.

Other than the condition precedent referred to in (g) above can be waived by the Company and the conditions precedent referred to in (d) and (f) can be waived by the Alfreda Purchaser, all other conditions precedent under the Alfreda Disposal Agreement are incapable of being waived by the parties to the Alfreda Disposal Agreement.

If any of the conditions precedent has not been satisfied or waived in accordance with the terms of the Alfreda Disposal Agreement on or before noon of the Alfreda Disposal Long Stop Date or such later date as the parties under the Alfreda Disposal Agreement may agree, the Alfreda Disposal Agreement shall cease and determine and none of the parties shall have any obligations and liabilities under the Alfreda Disposal Agreement, save for any antecedent breach of the terms of the Alfreda Disposal Agreement.

Completion of the Alfreda Disposal

Completion of the Alfreda Disposal shall take place after the conditions precedent pursuant to the Alfreda Disposal Agreement have been satisfied or waived (if applicable).

The completion of the Alfreda Disposal Agreement shall take place at the same time or immediately after the SP Completion so that in default of performance of any such agreement or transaction or any part thereof by any party to the SP Agreement, the parties to Alfreda Disposal Agreement shall not be obliged to complete any of the transactions thereunder but without prejudice to any further legal remedies, and if the completion of the SP Agreement is delayed, completion of the Alfreda Disposal Agreement shall similarly be delayed to the same later date and time.

Information on Alfreda Limited

Alfreda Limited, a direct wholly-owned subsidiary of the Group prior to the completion of the Alfreda Disposal, was incorporated in the BVI. It was an investment holding company and its subsidiaries were primarily engaged in design, distribution and sale of fashion apparels in the PRC.

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The consolidated financial information of Alfreda Disposal Group for the two financial years ended 31 March 2014 and 2015 are set out as below:

			For the year	ended
			31 March
			2014	2015
			HK$	HK$
Net	profit/(loss)	before taxation	8,939,039	(680,415)
Net	profit/(loss)	after taxation	7,146,675	(1,170,049)

As at 31 March 2015, the consolidated net asset value of the Alfreda Disposal Group was approximately HK$16.76 million.

Reasons for the Disposals and use of proceeds

The Disposals are conditional to the SP Completion and aside from the benefits as set out in the section headed ‘‘Reasons for the Acquisition’’ in this announcement, particularly, in view of the prospect and potential of the businesses of the Company Subsidiaries under the emergence of online retailing, the Board believes the Disposals allow the Group to enhance and strengthen the financial position and cash flow of the Group. In addition, the Company intends to use the net proceeds (after deducing the relevant professional fees) from the Disposals in the amount of approximately HK$80.38 million to fund the property development project (to the best knowledge, the counterparty is an Independent Third Party and independent to the Vendor and its beneficial owners) intended to be invested in Changsha, the PRC as mentioned in the paragraph under the sub-section headed ‘‘Share Placing and CB Placing’’ in this announcement and/or as general working capital of the Group, and that the Disposals will further allow the Group to focus on the newly engaged business in property development upon SP Completion. In light of the above, the Directors are of the view the Disposals are in the interests of the Company and the Shareholders as a whole.

Financial Effect of the Disposals

Upon completions of the Disposals, both UR Group Limited and Alfreda Limited will cease to be the Company’s subsidiaries and the Company will cease to have any interests in any of them. Without taking into account the expenses to be incurred in connection with the Disposals and subject to the review by the Company’s auditors, based on the total consideration from the UR Consideration and the Alfreda Consideration in the aggregated amount of approximately HK$82.36 million, the Group is expected to incur a loss on the Disposals of approximately HK$11.20 million. Such amount is calculated by adding the net asset values and the shareholders loans of the UR Disposal Group and the Alfreda Disposal Group and then deducting therefrom the sum of the UR Consideration and Alfreda Consideration.

– 33 –

Shareholders should note that the financial effect is shown for reference only and the actual amount of gain and loss as a result of the Disposals is subject to audit, which will be assessed based on the financial positions of the UR Disposal Group and Alfreda Disposal Group as at completion of the Disposals.

Listing Rules Implications

Warnings

The completion of the Disposals are inter-conditional with the SP Completion which will be subject to a number of conditions and the applicable requirements under the Listing Rules, which may or may not be fulfilled. Shareholders of the Company and potential investors should exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

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ORGANISATION STRUCTURE OF THE GROUP

Set out below is the organisation structure of the Group immediately before and after the SP Completion and after the completion of the Disposals (if materialised):

Organisation structure of the Group immediately before the SP Completion and the completion of the Disposals

==> picture [463 x 414] intentionally omitted <==

----- Start of picture text -----

The Company
100% 100% 100% 100% 100% 100%
Yield Focus
Alfreda Limited UR Group Limited International Rosy Success Intelligent Lead Easy Yield
Limited Group Limited Holdings Limited Holdings Limited
100% 100% 100% 100% 100% 100% 100%
Right SeasonLimited Fame Ace Limited U-RIGHT TradingDevelopment Holdings LimitedNano Garment Creation LimitedSuccess Way Trading LimitedMulti Success International LimitedAll Treasure
Limited
100% 80% 100% 100% 100%
Xiamen U-RIGHT Xiamen U-Yik Cheng Run
Zhuo Hong (Fujian)
Sino Hill Garment Co., Ltd. Trading Co., Ltd. (Fujian) Business
Building Materials
Group Limited (廈門佑威服飾 (廈門佑頤貿易 Management
Trading Co., Ltd.
有限公司) 有限公司) Co., Ltd.
100%
Stand Fancy
Limited
100%
立宜服飾
（深圳）
有限公司
----- End of picture text -----

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Organisation structure of the Restructured Group immediately after the SP Completion and completion of the Disposals (if and when materialised)

==> picture [429 x 336] intentionally omitted <==

----- Start of picture text -----

The Company
100% 100% 100% 100% 100%
Yield Focus
Rosy Success Intelligent Lead Easy Yield
The Target Company International
Group Limited Holdings Limited Holdings Limited
Limited
100% 100% 100% 100%
PRC Operating Success Way Multi Success All Treasure
Subsidiaries Creation Limited Trading Limited International Limited
100% 100%
Cheng Run
Zhuo Hong (Fujian)
(Fujian) Business
Building Materials
Management
Trading Co., Ltd.
Co., Ltd.
----- End of picture text -----

Immediately after the SP Completion and completion of the Disposals (if and when materialised, the Target Company will become a direct wholly-owned subsidiary of the Company and the information of which are set out under the section headed ‘‘Information on the Target Group’’ in this announcement.

As at the date of this announcement, each of Yield Focus International Limited, Rosy Success Group Limited, Intelligent Lead Holdings Limited, Easy Yield Holdings Limited, Success Way Creation Limited, Multi Success Trading Limited is an investment holding company and whereas All Treasure International Limited is inactive. Cheng Run (Fujian) Business Management Co., Ltd. is principally engaged in property investment and retailing of fashion garments and Zhuo Hong (Fujian) Building Materials Trading Co., Ltd. is principally engaged in trading of building materials.

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VI. PROPOSED ADOPTION OF THE SHARE OPTION SCHEME

Reason for adopting the Share Option Scheme

As the old share option scheme of the Company adopted on 9 July 2002 and expired on 17 July 2012 (the ‘‘Old Share Option Scheme’’), the Company proposes to adopt the Share Option Scheme, which is subject to Shareholders’ approval at the SGM.

Conditions

The adoption of the Share Option Scheme is conditional upon:

(i) the Shareholders passing an ordinary resolution to approve and adopt the Share Option Scheme at the SGM;
(ii) the Listing Committee granting approval for the listing of and permission to deal in such number of new Shares which may fall to be issued upon exercise of the share options which may be granted under the Share Option Scheme; and
(iii) SP Completion taking place.

Application will be made to the Listing Committee for the approval of the granting of the listing of and permission to deal in the new Shares which may fall to be issued upon exercise of the share options which may be granted under the Share Option Scheme.

The Company will comply with the requirements of the Listing Rules in granting the share options and issuing Shares pursuant to the Share Option Scheme.

Value of Option

The Directors consider it inappropriate to value any share options which may be granted under the Share Option Scheme, as a number of variables which are crucial for the valuation (such as the possibility of lapses or cancellations of share options granted, cessation of the grantee as a participant not foreseeable nor controllable by the Directors at this stage) cannot be determined evidently at this stage. Such variables also include the exercise price of the share options and the conditions, if any, that a share option is subject to. Accordingly, any valuation of the share options based on a large number of speculative assumptions would not be meaningful and may be misleading to the Shareholders.

As at the date of this announcement, there are no outstanding share options granted but not yet exercised or exercisable under the Old Share Option Scheme.

A summary of the terms of the Share Option Scheme will be included in the circular.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The existing and enlarged shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after the issue of the Consideration Shares pursuant to the terms of the SP Agreement and the Placing Shares (which are included as the Share Placing and CB Placing are conditions precedent to the SP Agreement and when materialised, are expected to take place simultaneously with the SP Completion) but before the issue of the Consideration Conversion Shares and the Conversion Shares (‘‘II’’); (iii) immediately after the issue of the Consideration Shares, the Placing Shares and the Consideration Conversion Shares but before the issue of the Conversion Shares (‘‘III’’); and (iv) immediately after the issue of the Consideration Shares and the Placing Shares, the Consideration Conversion Shares and the Conversion Shares (‘‘IV’’) are set out below for illustrative purposes only:

Name of Shareholders Advance Lead International Limited (Note 4) The Vendor, its ultimate beneficial owners and the parties acting in concert with any of them Public Shareholders Advance Lead International Limited (Note 4) Placees from the Share Placing Placees from the CB Placing Other public Shareholders Sub-total of public Shareholders Total	As at the date of this announcement No. of Shares Approx. % 970,000,000 73.39 1,080,000 0.08 — 0.00 — 0.00 350,602,525 26.53 350,602,525 26.53 1,321,682,525 100.00	(II) Issue of the Consideration Shares and Placing Shares only (Note 1) No. of Shares Approx. % 970,000,000 16.78 1,733,960,000 29.99 2,727,280,000 47.17 — 0.00 350,602,525 6.06 3,077,882,525 53.23 5,781,842,525 100.00	(III) Issue of the Consideration Shares, Placing Shares and Consideration Conversion Shares only (Notes 2&3) No. of Shares Approx. % 6,101,960,000 60.12 970,000,000 9.56 2,727,280,000 26.87 — 0.00 350,602,525 3.45 4,047,882,525 39.88 10,149,842,525 100.00	(IV) Issue of the Consideration Shares, Placing Shares, Consideration Conversion Shares and Conversion Shares (Note 3) No. of Shares Approx. % 6,101,960,000 50.99 970,000,000 8.10 2,727,280,000 22.79 1,818,181,600 15.19 350,602,525 2.93 4,896,064,125 49.01 11,968,024,125 100.00	(IV) Issue of the Consideration Shares, Placing Shares, Consideration Conversion Shares and Conversion Shares (Note 3) No. of Shares Approx. % 6,101,960,000 50.99 970,000,000 8.10 2,727,280,000 22.79 1,818,181,600 15.19 350,602,525 2.93 4,896,064,125 49.01 11,968,024,125 100.00
					49.01
					100.00

Notes:

The Acquisition is inter-conditional with the Share Placing to issue not less than 2,727,280,000 new Shares and the CB Placing in the principal amount of approximately HK$400.0 million to allot and issue not more than 1,818,181,600 Conversion Shares (as included under the sub-section headed ‘‘ Conditions precedent ’’ in the section headed ‘‘ I. THE ACQUISITION ’’ and therefore, the Company will not proceed with the Acquisition if the Share Placing and CB Placing could not proceed to completion pursuant to the SP Agreement (as amended and supplemented by the Supplemental Agreement). Both the Share Placing and the CB Placing, when materialised, are expected to take place simultaneously with the SP Completion.

As a result of the above scenario, immediately after the SP Completion (i.e. immediately after the issue of the Consideration Shares and the Placing Shares but before the issue of the Consideration Conversion Shares and Conversion Shares), the aggregated shareholding of the Company interested to the Vendor, its ultimate beneficial owners and the parties acting in concert with any of them will be approximately 29.99%.

– 38 –

It is expected that the placing agent to be appointed under the placing agreement to be entered into by the Company in respect of the Share Placing shall procure that each of the placees (whom is selected and procured to subscribe for any of the Placing Shares), its ultimate beneficial owners will have to be (i) Independent Third Parties; (ii) independent to the Vendor, its ultimate beneficial owners and party in concert with them; (iii) independent to the proposed directors referred to under the sub-section headed ‘‘ Intention of the Vendor in relation to composition of the Board ’’ in this announcement to be proposed and the core connected persons after the completion of the Acquisition and the proposed change of Directors; and (iv) regarded as public (within the meaning as defined under Rule 8.24 of the Listing Rules).

It is expected that the placing agent to be appointed under the placing agreement to be entered into by the Company in respect of the CB Placing shall procure that each of the placees (whom is selected and procured to subscribe for any of the Convertible Bonds), its ultimate beneficial owners will have to be (i) Independent Third Parties; (ii) independent to the Vendor, its ultimate beneficial owners and party in concert with them; (iii) independent to the proposed directors referred to under the sub-section headed ‘‘ Intention of the Vendor in relation to composition of the Board ’’ in this announcement to be proposed; and (iv) regarded as public (within the meaning as defined under Rule 8.24 of the Listing Rules).

For illustrative purposes, the aggregate principal amount of approximately RMB784,143,360 entitled the Vendor to convert into 4,368,000,000 Consideration Conversion Shares is based on the initial conversion price of approximately RMB0.17952 per Consideration Conversion Share (calculated based on the Fixed Exchange Rate), The number of the Consideration Conversion Shares is subject to the then Prevailing Exchange Rate.
For illustrative purposes only, the Consideration CBs are subject to restrictions such that the conversion of which would not (a) trigger a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the holder of the Consideration CBs and parties acting in concert with it (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under Rule 8.08 of the Listing Rules.
These Shares are beneficially owned by Advance Lead International Limited. Advance Lead International Limited is owned by (i) Sino Classic Global Limited as to 30% in which Ms. Au Tsui Yee, Maggie is the sole beneficial owner; (ii) Great Novel Limited as to 30% in which Mr. Chau Kai Man is the sole beneficial owner; and (iii) Easy Advance Investments Limited as to 40%, which is a wholly-owned subsidiary of Advance Shine Holdings Limited. Mr. Chau Pak Chuen is the sole beneficial owner of Advance Shine Holdings Limited. Advance Lead International Limited and its beneficial owners does not have any relationship with the Vendor, the current Directors and connected persons and the core connected persons after the completion of the Acquisition and the proposed change of Directors (the ‘‘ Core Member(s) ’’ ).

Furthermore, each of the shareholders of Advance Lead International Limited confirmed that (i) their acquisition of securities has not been financed directly or indirectly by a Core Member; and (ii) each of them is not accustomed to take instructions from a Core Member in relation to the acquisition, disposal, voting or other disposition of securities of the Company registered in their name or otherwise held by them under Rule 8.24 of the Listing Rules.

As shown in the table, under scenario II of the above, there will be a dilution in the shareholding interests of the existing public Shareholders from approximately 26.53% as at the date of this announcement approximately 6.06% and under scenario IV of the above, the shareholding interests of the existing public Shareholders (excluding Advance Lead International Limited) will further decrease to approximately 2.93% on a fully diluted basis (i.e. upon conversion of all Consideration CBs into Consideration Conversion Shares and all Convertible Bonds into Conversion Shares). The dilution effect in itself is not favorable to the existing public Shareholders. Nevertheless, it is important to note the significant positive effects that will bring to the Group as a result of the SP Completion as discussed in the sub-

– 39 –

section headed ‘‘Reasons for the Acquisition’’ in this announcement. As such, the Board is of the view the shareholding dilution of the existing public Shareholders is acceptable on the basis that it is more advantageous to all the Shareholders to have a smaller shareholding interests in a company which is profitable and with strong net asset backing, rather than to have a large shareholding interests in a company which has low profitability and asset backing.

SPONSOR, INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Ample Capital Limited has been appointed as the sponsor to the Company’s new listing application.

The IBC comprising Mr. XIE Tom, Mr. MAK Ka Wing, Patrick and Mr. CHAN Chi Yuen, being all the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to the SP Agreement (as amended and supplemented by the Supplemental Agreement) and the Acquisition, the Disposals and the transactions contemplated thereunder. Messis Capital Limited has been appointed as the independent financial adviser in accordance with the requirements under the Listing Rules to make recommendation to advise the IBC and the Independent Shareholders as to whether the Acquisition, the Disposals and the transactions contemplated thereunder are, or are not, fair and reasonable and to advise the Independent Shareholders on how to vote on the relevant resolutions in the SGM.

GENERAL

The Company will despatch a circular in accordance with requirements under the Listing Rules, which will contain, among other things, further details of (i) the SP Agreement (as amended and supplemented by the Supplemental Agreement) and the Acquisition together with, inter alia, the property valuation report of the Target Group and the financial information of the Target Group and the Restructured Group; (ii) the proposed Share Premium Reduction; (iii) the proposed Name Change; (iv) the Disposals; (v) the proposed adoption of the Share Option Scheme; (vi) the recommendation of the IBC and the letter of advice from the independent financial adviser to the IBC and the Independent Shareholders in relation to the Acquisition, the Disposals and the transactions contemplated thereunder; (vii) details of the proposed appointment of the new Directors; and (viii) the notice of the SGM.

The circular is subject to review and comments by the Stock Exchange and will be despatched to the Shareholders as soon as practicable after the Company has obtained the approval in principle from the Listing Committee with respect to the new listing application. The Shareholders and potential investors should refer to the circular for further details for each of the Transactions.

– 40 –

As required under Rule 14.60(7) of the Listing Rules, the expected date of despatch of the circular is no more than 15 business days (as defined in the Listing Rules, i.e. any day on which the Stock Exchange is open for the business of dealing in securities) after the publication of this announcement. As additional time is required for:

(i) compilation and preparation of the circular including but not limited to (a) the audited financial information of the Target Group; (b) the unaudited pro forma financial information on the Restructured Group; (c) the property valuation report on the Target Group; (d) the letter of advice from the independent financial adviser; and (e) the market research report; and
(ii) preparation of the Company’s new listing application pursuant to Rule 14.54 of the Listing Rules including but not limited to (a) performance of due diligence by the Company’s sponsor; (b) preparation of the necessary documentation to be submitted to the Stock Exchange with the new listing application; and (c) obtaining the listing approval from the Listing Committee for the Company’s new listing application,

as such, the Company expects the despatch of the circular will be postponed to a date falling on or before 31 December 2015 and the Company will make further announcement in relation to the despatch of the circular as and when necessary.

The SGM will be convened for the purpose of considering, and if thought fit, approving each of the Transactions and the related agreements.

As no Director or Advance Lead International Limited, being the controlling Shareholder prior to the entering of the SP Agreement, has any material interest in the SP Agreement, the UR Disposal Agreement, the Alfreda Disposal Agreement and the transactions contemplated respectively thereunder and accordingly, none of the Directors or Advance Lead International Limited is required to abstain from voting on the resolutions for considering and approving the SP Agreement (as amended and supplemented by the Supplemental Agreement), the UR Disposal Agreement and the Alfreda Disposal Agreement and all the transactions contemplated thereunder.

Since Mr. Pan holds 1,080,000 Shares, and Mr. Pan, his respective associates and the Vendor have material interests in the SP Agreement and the transactions contemplated thereunder, they and their associates are required to abstain from voting on the resolution relating to the Transactions.

SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES OF THE COMPANY.

VII. RESUMPTION OF TRADING IN THE SHARES

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DEFINITIONS

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

‘‘Acquisition’’
the acquisition of the Sale Shares and the Shareholders’ Loan pursuant to the SP Agreement (as amended and supplemented by the Supplemental Agreement)
‘‘Alfreda Consideration’’
the total consideration of approximately HK$25.86 million in relation to the Alfreda Disposal pursuant to the Alfreda Disposal Agreement
‘‘Alfreda Disposal’’
the proposed disposal by the Company of the entire issued share capital of Alfreda Limited and a shareholder’s loan owed by the Alfreda Disposal Group to the Company
‘‘Alfreda Disposal Agreement’’
the sale and purchase agreement dated 27 October 2015 entered into between the Company as the vendor and the Alfreda Purchaser in relation to the Alfreda Disposal
‘‘Alfreda Disposal Group’’
Alfreda Limited and its subsidiaries
‘‘Alfreda Disposal Long Stop Date’’
29 February 2016, or such later date as the Company and the Alfreda Purchaser may from time to time agree in writing
‘‘Alfreda Purchaser’’
Ma Weihong (馬 偉 紅), an Independent Third Party and is independent to the Vendor and its ultimate beneficial owners
‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules
‘‘Board’’ the board of Directors
‘‘Business Day(s)’’
a day (other than a Saturday or a Sunday or days on which a typhoon signal no. 8 or above or black rainstorm signal is hoisted in Hong Kong at any time from 9 a.m. to 5 p.m.) on which banks are generally open for business in Hong Kong
‘‘BVI’’
British Virgin Islands
‘‘Bye-laws’’ the bye-laws of the Company
‘‘CB Placing’’
the placing of the Convertible Bonds to not less than six (6) investors, whom and whose ultimate beneficial owners are Independent Third Parties, to procure to subscribe for the Convertible Bonds
‘‘Companies Act’’ Companies Act of 1981 of Bermuda

– 42 –

‘‘Company’’
U-RIGHT International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
‘‘Company Subsidiaries’’
UR Group Limited together with its subsidiaries and Alfreda Limited together with its subsidiaries
‘‘Completion’’

Completion of the Transactions

‘‘connected persons’’

has the meaning ascribed to it under the Listing Rules

‘‘Consideration’’
the total consideration of HK$1,942,854,000 for the purchase of the Sale Shares and the Shareholders’ Loan pursuant to the SP Agreement (as amended and supplemented by the Supplemental Agreement)
‘‘Consideration CBs’’
the series of zero coupon unsecured convertible bonds due 2019 in the aggregate principal amount of RMB784,143,360 to be issued by the Company to the Vendor (or its nominee(s)) to settle part of the Consideration in respect of the Acquisition
‘‘Consideration Conversion Price’’
the price of RMB0.17952 per Share at which the Consideration CB may be converted into Shares
‘‘Consideration Conversion Shares’’
the Shares to be allotted and issued by the Company credited as fully paid upon the exercise of the conversion rights attached to the Consideration CBs
‘‘Consideration Shares’’
the 1,732,880,000 new Shares to be allotted and issued by the Company to the Vendor (or its nominee(s)) to settle part of the Consideration in respect of the Acquisition
‘‘Conversion Shares’’
the new Shares to be allotted and issued by the Company upon exercise of the conversion rights attaching to the Convertible Bonds
‘‘Convertible Bonds’’
the convertible bonds of the Company for a principal amount of not less than HK$350,000,000 but not more than HK$400,000,000 to be issued by the Company in respect of the CB Placing
‘‘Directors’’ directors of the Company
‘‘Disposals’’
the Alfreda Disposal and the UR Disposal

– 43 –

‘‘Encumbrance’’
any mortgage, charge, pledge, lien (otherwise than arising by statute or operation or law), hypothecation or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase or sale-andleaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature
‘‘Fixed Exchange Rate’’
a fixed exchange rate of HK$1.00 to RMB0.8160, the rate the Consideration CBs are to be converted at
‘‘Fuzhou Fullsun Group’’
福州福晟集團有限公司 (Fuzhou Fullsun Group Co., Ltd) (formerly known as 福州閩長物業管理有限公司 (Fuzhou Men Cheung Property Management Co., Ltd.), a company established in the PRC with limited liability
‘‘Fujian Fullsun Investment’’
福建福晟 投 資有限公司 (Fujian Fullsun Investment Co., Ltd.*), a company established in the PRC with limited liability
‘‘Fujian Fullsun Men 福建福晟閩長 投 資有限公司 (Fujian Fullsun Men Cheung Cheung’’ Investment Co., Ltd.*), a company established in the PRC with limited liability
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong
‘‘Holding Announcements’’
the holding announcements of the Company dated 24 April 2015, 27 May 2015, 7 July 2015, 3 August 2015, 17 September 2015 and 9 October 2015 in relation to, among other things, the SP Agreement and the Acquisition and the transactions contemplated thereunder
‘‘Hong Kong’’
Hong Kong Special Administrative Region of the PRC
‘‘Hunan Fullsun’’
湖 南福晟 房 地產開發有限公司 (Hunan Fullsun Real Estate Development Co., Ltd.*), a company established in the PRC with limited liability
‘‘Hunan Fullsun Group’’ 湖 南福晟集團有限公司 (Hunan Fullsun Group Co., Ltd.*), a company established in the PRC with limited liability which is a direct wholly-owned subsidiary of Fuzhou Fullsun Group
‘‘Hunan Longxiang’’ 湖 南隆祥 房 地產開發有限公司 (Hunan Longxiang Real Estate Development Co., Ltd.*), a company established in the PRC with limited liability

– 44 –

‘‘Hunan Shengran’’ 湖 南晟冉 房 地產開發有限公司 (Hunan Shengran Real Estate Development Co., Ltd.*), a company established in the PRC with limited liability
‘‘Hunan Weilong’’ 湖 南瑋隆 房 地產開發有限公司 (Hunan Weilong Real Estate Development Co., Ltd.*), a company established in the PRC with limited liability
‘‘Hunan Zhonglv’’
湖 南中旅 房 地產發展有限公司 (Hunan Zhonglu Real Estate Development Co., Ltd.*), a company incorporated in the PRC with limited liability
‘‘IBC’’
the independent board committee of the Company
‘‘Independent Shareholders’’
the Shareholder(s), other than (i) the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates; and (ii) the Shareholders who are involved in, or interested in, the SP Agreement, the UR Disposal Agreement, the Alfreda Disposal Agreement
‘‘Independent Third Party(ies)’’
third party(ies) and their ultimate beneficial owner(s) which are (i) independent of the Company and its connected persons; and (ii) independent of the Vendor, its ultimate beneficial owners
‘‘Issue Price’’
the issue price of HK$0.22 per Share
‘‘Last Trading Day’’
14 April 2015, being the date of signing of the SP Agreement
‘‘Listing Committee’’
the listing committee appointed by the Stock Exchange for considering applications for listing and the granting of listing of securities on the Stock Exchange
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on The Stock Exchange
‘‘Loan Agreement’’
the shareholder’s loan agreement dated 12 April 2015 entered into between the Vendor and the Target Company, pursuant to which, the Vendor will provide an unpledged Shareholders’ Loan of not less than US$49.93 million interest free to the Target Company for a term of two years from the date of the agreement
‘‘Long Stop Date’’
29 February 2016, or such later date as the Company and the Vendor may from time to time agree in writing
‘‘Memorandum of Association’’
the memorandum of association of the Company

– 45 –

‘‘Mr. Pan’’ Mr. Pan Weiming (潘 偉 明先生)
‘‘Name Change’’ the proposed change of name of the Company
‘‘Placing Shares’’ not less than 2,727,280,000 new Shares to be issued by the Company in respect of the Share Placing
‘‘PRC’’
the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC
‘‘PRC Operating Subsidiaries’’
the PRC operating subsidiaries of the Target Company, namely Fuzhou Fullsun Group, Fujian Fullsun Men Cheung, Fujian Fullsun Investment, Hunan Fullsun Group, Hunan Fullsun, Hunan Longxiang, Hunan Shengran, Hunan Weilong and Hunan Zhonglv, and PRC Operating Subsidiary means any of them
‘‘Prevailing Exchange Rate’’ closing HK$ to RMB exchange rate published in Hong Kong of a reference bank registered and with office in Hong Kong on the fifth Business Day prior to the maturity date of the Consideration CBs, subject to a maximum +/-3% fluctuation from the Fixed Exchange Rate
‘‘Promissory Note’’
the promissory note which may be issued by the Company to the Vendor for the purpose of settling part of the Consideration
‘‘Restructured Group’’ the Group upon Completion
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Sale Shares’’ the entire issued share capital of the Target Company
‘‘SFC’’ the Securities and Futures Commission of Hong Kong
‘‘SGM’’ the special general meeting of the Company
‘‘Shareholder(s)’’ holder(s) of the Share(s)
‘‘Shareholders’ Loan’’ all the interests, benefits and rights of and in the unpledged interest-free shareholder’s loan owed by the Target Company to the Vendor on SP Completion
‘‘Share Placing’’ the placing of the Placing Shares at a price of HK$0.22 per Placing Share to not less than six (6) investors, whom and whose ultimate beneficial owners are Independent Third Parties, to procure to subscribe for the Placing Shares

– 46 –

‘‘Share Premium Reduction’’ the proposed reduction of the entire amount standing to the credit of the share premium account of the Company
‘‘Share Option Scheme’’
the new share option scheme of the Company proposed to be adopted by the Company at the SGM, a summary of which will be included in the circular
‘‘Shares’’

the shares of the Company

‘‘SP Agreement’’
the sale and purchase agreement dated 14 April 2015 (as amended and supplemented by the Supplemental Agreement) entered into between the Company and the Vendor in relation to the Acquisition
‘‘SP Completion’’
completion of the Acquisition, falling on the 5th Business Day (or such other date as the Vendor and the Company may agree in writing) after all the conditions precedent under the SP Agreement having been fulfilled or waived (as the case may be)
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘subsidiary’’ has the meaning ascribed to it under the Listing Rules
‘‘substantial shareholder’’
has the meaning ascribed to it under the Listing Rules
‘‘Supplemental Agreement’’
the supplemental agreement dated 27 October 2015 entered into between the Company and the Vendor in relation to the amendment of certain terms of the SP Agreement
‘‘Target Company’’
Vivalink Limited (隆通有限公司), a company incorporated in the BVI with limited liability which is wholly-owned by the Vendor
‘‘Target Group’’ the Target Company and its subsidiaries
‘‘Transactions’’
the Acquisition pursuant to the SP Agreement (as amended and supplemented by the Supplemental Agreement) and all the transactions contemplated thereunder (including the proposed Share Premium Reduction, the proposed Name Change, the Disposals and the proposed adoption of the Share Option Scheme)
‘‘UR Consideration’’ the total consideration of approximately HK$56.50 million in relation to the UR Disposal pursuant to the UR Disposal Agreement
‘‘UR Disposal’’
the proposed disposal by the Company of the entire issued share capital of UR Group Limited and a shareholder’s loan owed by the UR Disposal Group to the Company

– 47 –

‘‘UR Disposal Agreement’’ the sale and purchase agreement dated 27 October 2015 entered into between the Company as the vendor and the UR Purchaser in relation to the UR Disposal ‘‘UR Disposal Group’’ UR Group Limited and its subsidiaries ‘‘UR Disposal Long Stop 29 February 2016, or such later date as the Company and Date’’ the UR Purchaser may from time to time agree in writing ‘‘UR Purchaser’’ Qiu Wenzhong (邱文忠), an Independent Third Party and is independent to the Vendor and its ultimate beneficial owners ‘‘US$’’ United Stats dollar(s), the lawful currency of the United States of America ‘‘Vendor’’ Tongda Enterprises Limited (通達企業有限公司), a company incorporated in the BVI with limited liability which is wholly-owned by Mr. Pan

% per cent

For the purpose of this announcement, unless the context otherwise requires, conversion of RMB into Hong Kong dollar is based on the approximate exchange rate of RMB1.21 to HK$1.00. These translations are provided for reference and convenience only, and no representation is made, and no representation should be construed as being made, that any amounts in RMB or HK$ can be converted at the above rate or any other rates or at all.

For the purpose of this announcement, unless the context otherwise requires, conversion of US$ into Hong Kong dollar is based on the approximate exchange rate of US$7.74 to HK$1.00. These translations are provided for reference and convenience only, and no representation is made, and no representation should be construed as being made, that any amounts in US$ or HK$ can be converted at the above rate or any other rates or at all.

For and on behalf of

U-RIGHT International Holdings Limited TANG Kwok Hung Executive Director

Hong Kong, 27 October 2015

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. TANG Kwok Hung and Mr. NG Cheuk Fan, Keith and three independent non-executive Directors, namely Mr. XIE Tom, Mr. MAK Ka Wing, Patrick and Mr. CHAN Chi Yuen.

The English text of this announcement shall prevail over its Chinese text.

for identification purposes only

– 48 –

AI assistant

MS Group Holdings Limited — M&A Activity 2015

49932_rns_2015-10-27_00889be3-dbaa-49c1-a329-5ce31de04322.pdf

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑 威 國 際 控 股 有 限 公 司[*]

ANNOUNCEMENT

(1) VERY SUBSTANTIAL ACQUISITION;

(2) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION;

(3) PROPOSED SHARE PREMIUM REDUCTION;

(4) PROPOSED CHANGE OF NAME OF THE COMPANY;

(5) VERY SUBSTANTIAL DISPOSALS;

(6) PROPOSED ADOPTION OF SHARE OPTION SCHEME; AND (7) RESUMPTION OF TRADING

I. THE ACQUISITION

II. IMPLICATIONS OF THE ACQUISITION UNDER THE LISTING RULES — REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION

III. PROPOSED SHARE PREMIUM REDUCTION

IV. PROPOSED CHANGE OF NAME OF THE COMPANY

V. THE DISPOSALS

VI. PROPOSED ADOPTION OF SHARE OPTION SCHEME

SPONSOR, INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

GENERAL

SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES OF THE COMPANY.

VII. RESUMPTION OF TRADING IN THE SHARES

I. THE ACQUISITION

The SP Agreement

Subject matter

The Consideration

Application for the listing of the Consideration Shares

Application for the listing of the Consideration Conversion Shares

Proposed transfer of certain Consideration CBs

SP Completion

Conditions precedent

Share Placing and CB Placing

Information on the Vendor and the Target Group

Information of the Target Group’s property development projects (the ‘‘Target Projects’’)

Notes:

Financial information of the Target Group

Intention of the Vendor in relation to composition of the Board

Shareholding Structure of the Target Group

Notes:

Information on the Group

Reasons for the Acquisition

Potential continuing connected transactions upon SP Completion

Warnings

II. REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION

III. PROPOSED SHARE PREMIUM REDUCTION

Reasons for the Share Premium Reduction

Effect of the Proposed Share Premium Reduction

IV. PROPOSED CHANGE OF NAME OF THE COMPANY

Conditions for the Name Change

Reasons for the Name Change

Effect of the Name Change

V. THE DISPOSALS

(1) The UR Disposal

Conditions precedent under the UR Disposal Agreement

Completion of the UR Disposal

Information on UR Group Limited

(2) The Alfreda Disposal

Conditions precedent under the Alfreda Disposal Agreement

Completion of the Alfreda Disposal

Information on Alfreda Limited

Reasons for the Disposals and use of proceeds

Financial Effect of the Disposals

Listing Rules Implications

Warnings

ORGANISATION STRUCTURE OF THE GROUP

VI. PROPOSED ADOPTION OF THE SHARE OPTION SCHEME

Reason for adopting the Share Option Scheme

Conditions

Value of Option

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

SPONSOR, INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

GENERAL

SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES OF THE COMPANY.

VII. RESUMPTION OF TRADING IN THE SHARES

DEFINITIONS

% per cent

For and on behalf of

U-RIGHT International Holdings Limited TANG Kwok Hung Executive Director

Hong Kong, 27 October 2015

More from MS Group Holdings Limited

MS Group Holdings Limited M&A Activity 2015

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑威國際控股有限公司[*]