OneForce Holdings Limited - M&A Activity 2018

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

OneForce Holdings Limited 元力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1933)

MAJOR AND CONNECTED TRANSACTION ACQUISITION OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER THE SPECIFIC MANDATE

Independent Financial Adviser to The Independent Board Committee and the Independent Shareholders

==> picture [65 x 48] intentionally omitted <==

THE ACQUISITION

The Board is pleased to announce that on 29 November 2018 (after trading hours), the Purchaser, the Vendors and the Target Company entered into the Agreement, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the entire equity interest in the Target Company at the consideration of RMB75 million (equivalent to approximately HK$84.45 million), which will be satisfied by way of allotment and issue of 124,191,177 Consideration Shares as at the issue price of HK$0.68 per Consideration Share by the Company to Great Attain. The Consideration Shares will be allotted and issued under the Specific Mandate to be sought at the EGM.

– 1 –

LISTING RULES IMPLICATIONS

As some of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition are more than 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under the Listing Rules. (i) Each of Mr. Wang, Mr. Wu and Mr. Li is a Director and Substantial Shareholder; and (ii) Mr. Cao is a Substantial Shareholder; therefore, each of Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao, being part of the Vendors, is a connected person of the Company under the Listing Rules. As such, the Acquisition also constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

An EGM will be held for the Independent Shareholders to consider, and if thought fit, approve, by way of poll, the Agreement and the transactions contemplated thereunder. Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao and his associates will abstain from voting for the approval of the Agreement and the transactions contemplated thereunder at the EGM. Given the interest of Mr. Wang, Mr. Wu and Mr. Li in the Acquisition, Mr. Wang, Mr. Wu and Mr. Li abstained from voting on the relevant board resolutions of the Company in approving the Agreement and the transactions contemplated thereunder.

The Independent Board Committee has been formed to advise the Independent Shareholders on the Acquisition and the grant of the Specific Mandate. The Independent Board Committee has approved the appointment of Astrum Capital Management Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Acquisition and the grant of the Specific Mandate.

A circular containing, among other things, (i) further details of the Acquisition; (ii) the letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Acquisition; (iii) a letter of advice from the Independent Financial Adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition and the grant of the Specific Mandate; (iv) the financial information of the Group and the Target Group; and (v) a notice convening the EGM, will be despatched to the Shareholders on or before 28 December 2018 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.

Shareholders and potential investors should note that the Acquisition, which is subject to a number of conditions precedent, may or may not be completed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

– 2 –

INTRODUCTION

THE ACQUISITION

Date: 29 November 2018 (after trading hours)

Parties:

Target Company: The Target Company Purchaser: The Company Vendors: Mr. Wang, Mr. Wu, Mr. Li, Mr. Cao, Smart East, Long Eagle, Main Wealth, Union Sino, Great Attain and Aige Reide

To the best knowledge, information and belief of the Directors, each of Mr. Wang, Mr. Wu and Mr. Li is a Director and a Substantial Shareholder and Mr. Cao is a Substantial Shareholder. Each of Smart East, Long Eagle, Main Wealth and Union Sino is an investment holding company established in the BVI wholly owned by each of Mr. Wang, Mr. Cao, Mr. Li and Mr. Wu respectively.

Aige Reide is an investment holding company established in the PRC with limited liability which is owned by Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao as to 25%, 25%, 25% and 25%, respectively as at the date of this announcement. Great Attain is an investment holding company incorporated in the BVI and is owned by Smart East and Long Eagle as to 50% respectively as at the date of this announcement.

Assets to be acquired:

Pursuant to the Agreement, the Purchaser has conditionally agreed to acquire the entire equity interest in the Target Company. Further details of the Target Group are set out in the paragraph headed “Information of the Vendors and the Target Group” below.

– 3 –

Consideration

The Consideration is RMB75 million (equivalent to approximately HK$84.45 million) and shall be satisfied by the Company by way of allotment and issue of 124,191,177 Consideration Shares to Great Attain, a company incorporated in the BVI which will be owned as to 25% by each of Smart East, Long Eagle, Main Wealth and Union Sino immediately before Completion, at the issue price of HK$0.68 per Consideration Share. The Consideration Shares will be allotted and issued under the Specific Mandate to be sought at the EGM.

The 124,191,177 Consideration Shares, when all allotted and issued, will represent:

(i) approximately 32.590% of the issued Shares as at the date of this announcement; and
(ii) approximately 24.580% of the issued Shares as enlarged by the allotment and issuance of the Consideration Shares.

The issue price of HK$0.68 per Consideration Share represents:

(i) a premium of approximately 21.43% over the closing price of HK$0.56 per Share on the date of this announcement;
(ii) a premium of approximately 21.86% over the average closing price of HK$0.558 per Share in the last five consecutive trading days immediately prior to the date of this announcement; and
(iii) a premium of approximately 23.19% over the net asset value per Share of approximately HK$0.552 as at 30 September 2018 as, which is based on the interim report of the Group for the six months ended 30 September 2018 and 381,072,000 issued Shares as at the date of this announcement.

The Consideration was determined after arm’s length negotiations between the Company and the Vendors, with reference to, among others, the valuation of Aipu Zhicheng as at 30 September 2018 as appraised by the independent valuer engaged by the Company, namely Unicorn Consulting and Appraisal Limited, using asset approach. Asset approach refers to the valuation of equity interest by valuing each of the items on the assets of Aipu Zhicheng. Such sum represents the value of Aipu Zhicheng and equals to the value of its invested capital (i.e. equity and debt capital). In other words, the value of Aipu Zhicheng is represented by the money that has been made available to purchase the business assets of Aipu Zhicheng needed. Therefore, the value of the equity interest of Aipu Zhicheng is the value of its assets after deduction of its liabilities (i.e. net asset value).

– 4 –

The Directors (excluding the independent non-executive Directors who will express their views after considering the advice of the Independent Financial Adviser) consider that the Consideration is fair and reasonable and the Agreement is on normal commercial terms and is in the interests of the Company and the Shareholders as a whole. Having considered the abovementioned factors, the Directors (excluding the independent non-executive Directors who will express their views after considering the advice of the Independent Financial Adviser) consider that the issuing of the Consideration Shares at a premium over the current trading price of the Shares is in the interests of the Company and the Shareholders as a whole.

The Consideration Shares will be allotted and issued under the Specific Mandate to be sought at the EGM. The Consideration Shares shall be issued as fully paid and shall rank pari passu in all respects with the Shares then in issue. An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Conditions

Completion is conditional upon the fulfillment or waiver (as the case may be) of the following Conditions:

(i) all necessary licenses, consents and approvals required to be obtained for the Acquisition from the Stock Exchange, the SFC, any government and/or regulatory organisations by each of the Target Group, the Purchaser, and the Vendors having been obtained, including but not limited to any consents and approvals required under the laws of Cayman Islands, and any waiver that needed to be sought from the Stock Exchange and (if applicable) the SFC regarding the compliance of the relevant rules and regulations;
(ii) the Company being satisfied there being no material changes or circumstances that may have breached or cause breaching of the representations and warranties made by the Vendor in the Agreement, and the Vendor having satisfied all obligations on its part under the Agreement;
(iii) each of the Vendors and/or the Target Group having obtained all necessary approvals from the relevant regulatory authorities in the PRC (if applicable) in relation to the Reorganisation (as described in the paragraph headed “Reorganisation” below);
(iv) completion of the Reorganisation (as described in the paragraph headed “Reorganisation” below);
(v) the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Consideration Shares;

– 5 –

(vi) the passing of the resolution(s) by the Independent Shareholders at the EGM to approve the Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate;
(vii) the Company being satisfied with the PRC legal opinion on the Acquisition issued by a PRC legal adviser appointed by the Company;
(viii) the Company being satisfied with the results of the due diligence, including but not limited to the assets and liabilities, business of the Target Group; and
(ix) the Company being satisfied with the valuation report on the Target Group issued by the independent valuer appointed by the Company.

Conditions (i), (iii), (iv), (v) and (vi) set out above cannot be waived by any party under the Agreement. Save as aforesaid, other Conditions set out in above can be waived with mutual agreement between the Purchaser and the Vendors.

If any of the above Conditions is not fulfilled or waived (as the case maybe) by 30 June 2019 (or such later date as the parties to the Agreement may agree in writing), the Agreement shall terminate and neither party to the Agreement shall have any further obligations towards the other thereunder except for any antecedent breaches.

Completion

Completion shall take place on the fifth Business Day (or such later date as the parties to the Agreement may agree in writing) after all the Conditions have been fulfilled (or waived, as the case may be) or such other date as may be agreed by the parties to the Agreement in writing.

Upon Completion, the Target Group will become wholly-owned subsidiaries of the Group and financial results of the Target Group will be consolidated into the accounts of the Group.

INFORMATION OF THE GROUP

The Group is principally engaged in the design, implementation, enhancement and upgrades of software systems and the provision of technical services for power grid and electric power distribution companies in the PRC and the sale of hardware.

– 6 –

INFORMATION OF THE VENDORS AND THE TARGET GROUP

The Vendors comprised Mr. Wang, Mr. Wu, Mr. Li, Mr. Cao, Smart East, Long Eagle, Main Wealth, Union Sino, Great Attain and Aige Reide.

Each of Mr. Wang, Mr. Wu and Mr. Li is a Director and a Substantial Shareholder and Mr. Cao is a Substantial Shareholder. As at the date of this announcement, each of Smart East, Long Eagle, Main Wealth and Union Sino is an investment holding company established in the BVI wholly owned by each of Mr. Wang, Mr. Cao, Mr. Li and Mr. Wu respectively.

Great Attain is an investment holding company incorporated in the BVI and is owned by Smart East and Long Eagle as to 50% respectively as at the date of this announcement.

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

==> picture [449 x 336] intentionally omitted <==

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

Mr. Wang Mr. Cao Mr. Li Mr. Wu
100% 100% 100% 100%
Smart East Long Eagle Main Wealth Union Sino
25% 25% 25% 25%
50% 50%
APEX CITY
Great Attain Aige Reide INTERNATIONAL
LIMITED (Note)
100% 100%
100%
Target Company Aipu Zhicheng HK Company
Vendors
Members of the Target Group
----- End of picture text -----

Note: APEX CITY INTERNATIONAL LIMITED is an investment holding company incorporated in the BVI owned by each of Mr. Wang, Mr. Cao, Mr. Li and Mr. Wu as to 25% respectively as at the date of this announcement.

– 7 –

To the best knowledge, information and belief of the Directors, the Target Company is an investment holding company incorporated in the BVI and is wholly owned by Great Attain as at the date of this announcement.

To the best knowledge, information and belief of the Directors, Aipu Zhicheng is a company established in the PRC with limited liability which was wholly-owned by Aige Reide, and ultimately owned by each of Mr. Cao, Mr. Li, Mr. Wang and Mr. Wu each to 25% respectively, as at the date of this announcement.

As at the date of this announcement, Aipu Zhicheng was principally engaged in the research and development of communication technologies and its application in the development and construction of smart city and IIoT related areas, as well as the sale of IIoT gateway (“ PI Point ”), which is an electric power and information hub embedded with its selfdeveloped technology. Aipu Zhicheng is the holder of 30% equity interests in Beikong Zhike (According to the articles of Beikong Zhike, before all registered capital have been paid up, each of its shareholders is entitled to share any distribution or shareholder’s right of Beikong Zhike in proportion to their respective contributed capital. As such, in proportion to their respective actual capital contribution up to the date of this announcement, Aipu Zhicheng is entitled to share approximately 38.9% of any distribution and shareholder’s right of Beikong Zhike as at the date of this announcement), whose principal business is the design, implementation and operation of smart city related IIoT infrastructures. Please refer to the paragraph headed “Reasons for and benefits of the Acquisition” below for further details of the business of Aipu Zhicheng.

– 8 –

Reorganisation

Pursuant to the Agreement, it is one of the Conditions that the Target Group shall complete the Reorganisation whereby 100% of the equity interest in Aipu Zhicheng shall be transferred to and owned by the Target Company before Completion. The group structure of the Target Group after the completion of the Reorganisation and immediately before Completion and its shareholding are set out below:

Mr. Wang	Mr. Wang	Mr. Cao	Mr. Cao	Mr. Li	Mr. Li	Mr. Wu	Mr. Wu
	100%		100%		100%		100%
Smart East		Long Eagle		Main Wealth		Union Sino
			25%		25%		25%

Great Attain 100% Target Company 100% HK Company 100% Intermediate Holding Company(ies) 100% Aipu Zhicheng

==> picture [43 x 48] intentionally omitted <==

Vendors

Members of the Target Group

As part of the Reorganisation, HK Company and Intermediate Holding Company(ies) will be acquired/established. HK Company is an investment holding company incorporated in Hong Kong and is currently indirectly owned by each of Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao as to 25% respectively. HK Company will be acquired by the Target Company and become a wholly owned subsidiary of the Target Company. The Intermediate Holding Company(ies) will be established in the PRC with limited liability and which will be wholly owned by the HK Company. As part of the Reorganisation, the Intermediate Holding Company(ies) will acquire the entire equity interest of Aipu Zhicheng so that upon completion of the Reorganisation, 100% of the equity interest of Aipu Zhicheng will be owned by the Intermediate Holding Company(ies) which in turn will be indirectly wholly owned by the Target Company.

– 9 –

Financial information

Set out below is the financial information of Aipu Zhicheng for the two years ended 31 December 2017 and nine months ended 30 September 2018 and as at 30 September 2018, derived from unaudited financial statements prepared in accordance with International Financial Reporting Standards:

	For the	For the	For the nine
	year ended	year ended	months ended
	31 December	31 December	30 September
	2016	2017	2018
	(RMB’000)	(RMB’000)	(RMB’000)
(Loss) or profit before taxation	(733)	92	(2,094)
(Loss) or profit after taxation	(733)	92	(2,094)
			As at
			30 September
			2018
			(RMB’000)
Net assets			73,577

The Target Company was an investment holding company incorporated in October 2018. No financial information would be available for the Target Company as at the date of this announcement.

REASONS FOR AND BENEFITS OF THE ACQUISITION

To the best knowledge, information and belief of the Directors, Aipu Zhicheng is principally engaged in the research and development of communication technology and its application in the development and construction of smart city and IIoT related areas, as well as the sale of PI Points.

As stated in the paragraph headed “Relationship with our Founding Shareholders” in the Prospectus, Aipu Zhicheng was principally engaged in the investment, construction and operation of smart city infrastructure in the PRC which includes, among others, the development and construction of lampposts network infrastructure with integrated smart control and wifi stations at the relevant time and its business of the smart city infrastructure was principally based on a number of smart city infrastructure technologies which are based on lamppost network infrastructure (“ iPole ”). iPole is a technology, via connecting electric power supply from the existing lampposts network with the optic fiber network, to transform the city’s existing street lampposts into the network access points. So far as the Directors understand, the then business of Aipu Zhicheng was based on a public-private-partnership business model under which Aipu Zhicheng will cooperate with government or other authorities in the PRC which owns or operates lampposts and which intend to set up a network via lampposts, Aipu Zhicheng will undertake the related work at its own cost and when the network is set up, it will receive service fees from those entities which connect their external devices or facilities (such as surveillance cameras, air quality monitoring devices, etc.) to such

– 10 –

network. Under such business model, Aipu Zhicheng will incur capital expenditure for the setting up of the network while it will receive service fees from users of the network after it is set up. Therefore, as stated in the Prospectus, Mr. Wang, Mr. Li, Mr. Wu and Mr. Cao (the “ Founding Shareholders ”) considered that there were fundamental difference between the core technologies, business models and target customers of the Group and Aipu Zhicheng at the relevant time. Accordingly, the Founding Shareholders were of the view that the business of Aipu Zhicheng did not compete with the Group and they did not intend to inject the business of Aipu Zhicheng into the Group as at the relevant time.

Since then, Aipu Zhicheng cooperated with the controlling shareholders of Beikong Zhike and became an equity holder of Beikong Zhike, and Beikong Zhike undertook the original businesses of Aipu Zhicheng and became the operating company for the development and construction of smart city and related IIoT infrastructures while Aipu Zhicheng focused on the research and development of communication technologies and its application.

Aipu Zhicheng has also achieved significant progress on the development of smart city and IIoT related technologies and has, based on the foundation of the iPole technologies, developed PI Point. PI Point is an IIoT gateway built and designed for the construction of smart city and other IIoT infrastructure network. It can be installed across a wide variety of locations within the city, and can also be applied in different industrial settings including without limitation, electricity transformer stations, elevator systems, logistics and factories facilities management systems. PI Point, as an IIoT gateway, can be connected with a wide variety of devices and sensors for performance of different functions, collection and transmission of data.

In its application in the smart city infrastructure setting, PI Point enables connection with various devices or sensors such as traffic monitoring devices, e-parking payment systems, air quality, humidity, lighting monitoring devices, security surveillance devices and other smart city-related devices and sensors.

In other industrial settings such as elevator systems, PI Point can be connected with devices or sensors to monitor the functioning of elevators which can enable remote management and preventive maintenance of elevators, lower the elevator fault rate and increase passenger safety; and other devices and sensors such as smoke detectors, video surveillance, elevator phones, sound and broadcasting systems can also be connected via PI Point to perform different functions.

PI Points installed across the city or across designated industrial settings are inter-connected wirelessly to form a network, which enables real-time collection of data from its connected devices and sensors and the transmission of such data to the relevant central management system for further application and analysis.

Compared with iPole which was primarily designed to transform the existing lampposts to network access points with connection to wifi based stations, PI Point expanded its compatibility of the range of devices or sensors which it can be connected with. Furthermore, unlike iPole which was primarily designed to be installed in existing lampposts, PI Point can be used in a wide variety of settings, such as lampposts, elevators, electricity transformer stations, factories, offices, etc..

– 11 –

In particular, the Directors believe that PI Point has great potential in its application in electric power transmission and distribution. PI Point, when it is applied in electricity transformer stations, the devices and sensors connected to it allows centralised monitoring and control of the functioning of far-off transmission systems, it enables early and more efficient fault shooting, lower maintenance costs, and increase safety and reliability of the system. PI Point, can also act as a hub for the construction of smart electricity distribution network, which aims at enabling better automation and controllability of electric power distribution. Through the various electricity-related devices and/or sensors to be connected with PI Point, it can enable real-time monitoring of various functions for better and more efficient supervisory control such as voltage management, outage management, fault detection and preventive management. Various smart functions can be connected with PI Point such as automatic meter reading, intelligent electric power consumption monitoring and smart energy usage management; information regarding user demand on the one hand, and status and available capacity on grid at any given time on the other hand, can be collected and analysed. With the collection, communication and big data analysis capabilities, the application of IIoT in the electricity power industry can enable more efficient management of electricity, and ultimately other energy resources.

As at the date of this announcement, the revenue model of the business of Aipu Zhicheng primarily includes the sale of PI Point and the provision of complementary software systems to customers such as public utilities companies, government authorities and other industry operators in the PRC which intend to set up a smart city or other IIoT infrastructure network, and to electric power retailing companies who intend to construct or upgrade its electricity distribution network.

As stated above, on one hand, as PI Point is a hardware gateway which can be connected with various devices or sensors to create smart city and related IIoT infrastructure networks, and it can also be applied in electric power industry. On the other hand, the Group is principally engaged in the design and implementation of tailor-made software systems in relation to electric power selling and management. The Directors consider that the business of PI Point of Aipu Zhicheng has great potentials in its application in the electric power industry setting, and it would also create synergy with the Group’s existing business by offering one-stop hardware and software systems in relation to smart electricity transmission and distribution network in future and would further diversify and broaden the Group’s revenue streams considering the potential application of PI Point technology and the future development of smart city and other IIoT infrastructure applications.

Taking into account the potential application of PI Point in the field of electric power transmission and distribution, and the synergy to be created between the business of Aipu Zhicheng and the existing business of the Group, the Directors consider that the terms of the Agreement are fair and reasonable and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole.

– 12 –

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) as at the date of this announcement; and (ii) upon Completion (assuming that there is no change in the number of Shares other than the issue of the Consideration Shares from the date of this announcement and up to Completion):

Name of Shareholder Smart East_(Note 1) Long Eagle(Note 2) Main Wealth(Note 3) Union Sino(Note 4) Chance Talent Management Limited(Note 5) Great Attain(Note 6)_ Other Shareholders Total:	As at the date of this announcement Shares % 60,000,000 15.745 60,000,000 15.745 60,000,000 15.745 60,000,000 15.745 45,072,000 11.828 – – 96,000,000 25.192 381,072,000 100.00	Upon Completion Shares % 60,000,000 11.875 60,000,000 11.875 60,000,000 11.875 60,000,000 11.875 45,072,000 8.920 124,191,177 24.580 96,000,000 19.000 505,263,177 100.00	Upon Completion Shares % 60,000,000 11.875 60,000,000 11.875 60,000,000 11.875 60,000,000 11.875 45,072,000 8.920 124,191,177 24.580 96,000,000 19.000 505,263,177 100.00
			100.00

Notes:

Smart East is wholly owned by Mr. Wang, an executive Director, as at the date of this announcement.
Long Eagle is wholly owned by Mr. Cao as at the date of this announcement.
Main Wealth is wholly owned by Mr. Li, an executive Director, as at the date of this announcement.
Union Sino is wholly owned by Mr. Wu, an executive Director, as at the date of this announcement.
To the best knowledge, information and belief of the Directors, Chance Talent Management Limited is an indirect wholly owned subsidiary of CCB International Group Holdings Limited as at the date of this announcement.
Great Attain will be owned as to 25% by each of Smart East, Long Eagle, Main Wealth and Union Sino upon completion of the Reorganisation.

– 13 –

LISTING RULES IMPLICATIONS

EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, approve, among other matters, the Acquisition and the grant of the Specific Mandate for the allotment and issue of the Consideration Shares.

Completion is conditional upon fulfillment of the Conditions. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company and are recommended to consult their professional advisers if they are in any doubt about their position and as to the actions that they should take.

– 14 –

DEFINITIONS

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as set forth below:

“Acquisition” the proposed acquisition of the Sale Shares by the Purchaser from the Vendors pursuant to the terms and conditions of the Agreement
“Agreement” the conditional sale and purchase agreement dated 29 November 2018 and entered into between the Purchaser, the Vendors and the Target Company in respect of the Acquisition
“Aige Reide” 北京艾格瑞德科技有限公司 (Beijing Aige Reide Technology Company Limited*), a company established in the PRC with limited liability which was owned by Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao as to 25%, 25%, 25% and 25%, respectively as at the date of this announcement
“Aipu Zhicheng” 北京艾普智城網絡科技有限公司 (Beijing Aipu Zhicheng Internet Technology Company Limited*), a company established in the PRC with limited liability, which was wholly owned by Aige Reide as at the date of this announcement
“associates” has the meaning ascribed to it under the Listing Rules
“Beikong Zhike” 北京北控智科能源互聯網有限公司 (Beijing Beikong Zhike Energy Internet Company Limited*), a company established in the PRC with limited liability, which was owned by Aipu Zhicheng and three Independent Third Parties as to approximately 30% and approximately 70% in aggregate as at the date of this announcement (According to the articles of Beikong Zhike, before all registered capital have been paid up, each of its shareholders is entitled to share any distribution or shareholder’s right of Beikong Zhike in proportion to their respective contributed capital. As such, in proportion to their respective actual capital contribution up to the date of this announcement, Aipu Zhicheng and three Independent Third Parties are entitled to share approximately 38.9% and 61.1% of any distribution and shareholder’s right of Beikong Zhike respectively as at the date of this announcement)
“Board”

the board of Directors

“Business Day”

a day (other than a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are open for general business during their normal business hours

“BVI”

the British Virgin Islands

– 15 –

“Company” OneForce Holdings Limited (元力控股有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1933)
“Completion” completion of the Acquisition in accordance with the terms and conditions of the Agreement
“Condition(s)” the condition(s) precedent to the Completion “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration” RMB75 million (equivalent to approximately HK$84.45 million), being the consideration for the Sale Shares
“Consideration Shares” the new Shares to be allotted and issued by the Company to Great Attain as payment of the Consideration
“Director(s)” the director(s) of the Company from time to time “EGM” the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate
“Great Attain” GREAT ATTAIN INTERNATIONAL LIMITED, an investment holding company incorporated in the BVI and was owned by Smart East and Long Eagle as to 50% respectively as at the date of this announcement and will be owned as to 25% by each of Smart East, Long Eagle, Main Wealth and Union Sino upon completion of the Reorganisation
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“HK Company” MAIN SMART (H.K.) LIMITED (明安(香港)有限公司), a company incorporated in Hong Kong with limited liability and indirectly owned by each of Mr. Wang, Mr. Wu, Mr. Li and Mr. Cao as to 25% respectively as at the date of this announcement

– 16 –

“internet of things”

a network of devices that contain electronics, software and connectivity which allows these devices to connect, interact and exchange data

“IIoT”

the industrial internet of things, which is the use of internet of things technologies to enhance manufacturing and industrial processes

“Independent Board Committee”
the independent board committee, comprising all the independent non-executive Directors, namely Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng, which has been formed to advise the Independent Shareholders in respect of the Acquisition and the grant of the Specific Mandate
“Independent Financial Adviser”
Astrum Capital Management Limited, a licensed corporation permitted to carry out Type 1 (Dealing in Securities), Type 2 (Dealing in Futures Contracts), Type 6 (Advising on Corporate Finance) and Type 9 (Asset Management) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Acquisition and the grant of the Specific Mandate
“Independent Shareholders”
Shareholders other than Smart East, Long Eagle, Main Wealth and Union Sino and their respective associates and parties acting in concert with any of them and the Shareholder(s) who is/are involved in or interested in the Agreement and the transactions contemplated thereunder
“Independent Third Party(ies)”
independent third party(ies) who is(are) independent of the Company and its connected persons
“Intermediate Holding Company(ies)”
one or more companies to be established in the PRC and which will act as the intermediate holding company(ies) and which will wholly own the entire equity interest of Aipu Zhicheng upon completion of the Reorganisation
“Issue Price”
the issue price of HK$0.68 per Consideration Share
“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Long Eagle” LONG EAGLE INTERNATIONAL LIMITED, a company incorporated in the BVI with limited liability, which was wholly owned by Mr. Cao as at the date of this announcement

– 17 –

“Main Wealth”	MAIN WEALTH DEVELOPMENT LIMITED, a
	company incorporated in the BVI with limited liability,
	which was wholly owned by Mr. Li as at the date of this
	announcement
“Mr. Cao”	Mr. Cao Wei (曹瑋), a Substantial Shareholder
“Mr. Li”	Mr. Li Kangying (李抗英), an executive Director and a
	Substantial Shareholder
“Mr. Wang”	Mr. Wang Dongbin (王東斌), an executive Director,
	chairman of the Board and a Substantial Shareholder
“Mr. Wu”	Mr. Wu Zhanjiang (吳戰江), an executive Director and a
	Substantial Shareholder
“PRC”	the People’s Republic of China which, for the purpose
	of this announcement, excludes Hong Kong, Macau and
	Taiwan
“Prospectus”	the prospectus of the Company dated 12 February 2018
“Purchaser”	the Company
“Reorganisation”	reorganisation of the Target Group to the effect that 100%
	equity interest in Aipu Zhicheng will be transferred to
	and be wholly owned by the Target Company before
	Completion as described in the paragraph headed
	“Reorganisation” above
“RMB”	Renminbi, the lawful currency of the PRC
“Sale Shares”	one share in the Target Company, representing 100% of
	the issued share capital of the Target Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Smart East”	SMART EAST LIMITED, a company incorporated in the
	BVI with limited liability which was wholly owned by
	Mr. Wang as at the date of this announcement

– 18 –

“Specific Mandate” the specific mandate to be obtained by the Board from the Independent Shareholders at the EGM for the allotment and issue of the Consideration Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules “Target Company” GREAT PROGRESS INTERNATIONAL LIMITED, a company incorporated in the BVI with limited liability and wholly owned by Great Attain as at the date of this announcement “Target Group” the Target Company and its subsidiaries upon completion of the Reorganisation “Union Sino” UNION SINO HOLDINGS LIMITED, a company incorporated in the BVI with limited liability, which was wholly owned by Mr. Wu as at the date of this announcement “Vendors” comprise Mr. Wang, Mr. Wu, Mr. Li, Mr. Cao, Smart East, Long Eagle, Main Wealth, Union Sino, Great Attain and Aige Reide “%” per cent.

For identification purposes only

In this announcement, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.126. The conversion rates are for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at other rates or at all.

By order of the Board OneForce Holdings Limited WANG Dongbin Chairman

Beijing, PRC, 29 November 2018

As at the date of this announcement, the Board of the Company comprises Mr. Wang Dongbin, Mr. Wu Hongyuan, Mr. Li Kangying and Mr. Wu Zhanjiang as the executive Directors; and Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng as the independent non-executive Directors.

– 19 –

AI assistant

OneForce Holdings Limited M&A Activity 2018

50278_rns_2018-11-29_c0cc9776-6645-49f9-9819-6a0a765db3a2.pdf

OneForce Holdings Limited 元力控股有限公司

MAJOR AND CONNECTED TRANSACTION ACQUISITION OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER THE SPECIFIC MANDATE

Independent Financial Adviser to The Independent Board Committee and the Independent Shareholders

THE ACQUISITION

LISTING RULES IMPLICATIONS

INTRODUCTION

THE ACQUISITION

Parties:

Assets to be acquired:

Consideration

Conditions

Completion

INFORMATION OF THE GROUP

INFORMATION OF THE VENDORS AND THE TARGET GROUP

Reorganisation

Financial information

REASONS FOR AND BENEFITS OF THE ACQUISITION

SHAREHOLDING STRUCTURE OF THE COMPANY

LISTING RULES IMPLICATIONS

EGM

DEFINITIONS

AI assistant

OneForce Holdings Limited — M&A Activity 2018

50278_rns_2018-11-29_c0cc9776-6645-49f9-9819-6a0a765db3a2.pdf

OneForce Holdings Limited 元力控股有限公司

MAJOR AND CONNECTED TRANSACTION ACQUISITION OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER THE SPECIFIC MANDATE

Independent Financial Adviser to The Independent Board Committee and the Independent Shareholders

THE ACQUISITION

LISTING RULES IMPLICATIONS

INTRODUCTION

THE ACQUISITION

Parties:

Assets to be acquired:

Consideration

Conditions

Completion

INFORMATION OF THE GROUP

INFORMATION OF THE VENDORS AND THE TARGET GROUP

Reorganisation

Financial information

REASONS FOR AND BENEFITS OF THE ACQUISITION

SHAREHOLDING STRUCTURE OF THE COMPANY

LISTING RULES IMPLICATIONS

EGM

DEFINITIONS

More from OneForce Holdings Limited

OneForce Holdings Limited M&A Activity 2018