OSL Group Limited — M&A Activity 2015

Dec 30, 2015

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

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BRANDING CHINA GROUP LIMITED 品牌中國集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

VOLUNTARY ANNOUNCEMENT IN RELATION TO THE ACQUISITION OF 34% EQUITY INTEREST IN SHANGHAI LINGANG CULTURAL INDUSTRY DEVELOPMENT COMPANY LIMITED[*]

THE ACQUISITION AGREEMENT

The Board is pleased to announce that on 30 December 2015 (after trading hours of the Stock Exchange), Shanghai Hefei, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor, pursuant to which the Vendor agreed to sell and Shanghai Hefei agreed to purchase the Sale Capitals at the Consideration.

The Acquisition does not constitute any notifiable transaction of the Company under Chapter 14 of the Listing Rules, nor any connected transaction under Chapter 14A of the Listing Rules.

This announcement is made by the Company voluntarily for the purpose of keeping the potential investors and Shareholders informed of the latest business development of the Group.

Reference is made to the announcement of the Company dated 16 November 2015 in relation to, among other things, the MOU.

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THE ACQUISITION

The Board is pleased to announce that on 30 December 2015 (after trading hours of the Stock Exchange), Shanghai Hefei, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor, pursuant to which the Vendor agreed to sell and Shanghai Hefei agreed to purchase the Sale Capitals (i.e., representing 34% of the entire equity interest in the Target Company held by the Vendor), at the Consideration. The details of the Acquisition Agreement are as follows:

THE ACQUISITION AGREEMENT

Date: 30 December 2015

• Parties: (1) Vendor: Shanghai Shenmeng Cultural Investment Company Limited* (上海申夢文化投 資有限公司)

• (2) Purchaser: Shanghai Hefei Investment Management Company Limited* (上海和斐投資 管理有限公司), a wholly-owned subsidiary of the Company

Pursuant to the Acquisition Agreement, the Vendor agreed to sell and Shanghai Hefei agreed to purchase the Sale Capitals, representing 34% of the entire equity interest in the Target Company, at the Consideration. Upon signing of the Acquisition Agreement, the Vendor and Shanghai Hefei shall jointly procure the registration of the transfer of equity interest with the Administration for Industry and Commerce within 20 business days. Following the completion of such registration and payment of the Consideration, the Target Company will be owned as to 35%, 34% and 31% by Shanghai Caohejing Development Area Sheshan Technology Development Company Limited (上海漕河涇開 發區佘山科技城發展有限公司) (“ Shanghai Caohejing ”), Shanghai Hefei and Shanghai Dahan Investment Holdings Company Limited (上海大涵投資控股有限公司) (“ Shanghai Dahan ”) respectively.

Consideration

The Consideration, being RMB17.5 million (equivalent to approximately HK$21.26 million), shall be payable in cash by Shanghai Hefei to the Vendor within five business days upon completion of the transfer of title of the Sale Capitals to Shanghai Hefei (having obtained the renewed business registration).

Information on the Target Company

Shanghai Lingang is a company established in the PRC on 11 April 2014 with limited liability, which is owned as to 35%, 34% and 31% by Shanghai Caohejing, Shanghai Shenmeng and Shanghai Dahan respectively as at the date of this announcement. Shanghai Caohejing is a company established in the PRC with limited liability and is principally engaged in the management and operation of large-scale parks. Its ultimate controller, Shanghai Lingang Economic Development (Group) Investment

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Management Co., Ltd (上海臨�經濟發展集團投資管理有限公司) (the “ Lingang Group ”), is a major domestic park development and management agency. Lingang Group is managing the Shanghai Linggang Industrial Park, a park with a planned area of approximately 218 square kilometres. Shanghai Lingang is the authorised operating agency of Lingang Group in the field of cultural park. Shanghai Lingang mainly operates the cultural park management project of “Sheshan Cultural Oasis” (“佘山文化綠洲”) with a planned floor area of approximately 160,000 sq.m. which adopts a unique operation model of “Base + Capital”, as a result of which, Shanghai Lingang is also managing a mergers and acquisitions fund which amounted to approximately RMB2 billion (equivalent to approximately HK$2.43 billion). To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Vendor, Shanghai Caohejing and Shanghai Dahan, and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Mr. Fan, being an executive Director and the Chief Executive Officer of the Company, is a director, authorised representative and general manager of the Target Company.

Reasons for and Benefits of the Acquisition

In view of the principal business of Shanghai Lingang, the Group is expected to obtain outstanding park areas managed by Shanghai Lingang as well as a team of excellent staff, experience and business resources in fund management through the Acquisition. Therefore, the Acquisition aligns with the Group’s plan to expand its business activities to include park area services, equity investment services and corporate value-added services.

General

The Acquisition does not constitute any notifiable transaction of the Company under Chapter 14 of the Listing Rules, nor any connected transaction under Chapter 14A of the Listing Rules.

This announcement is made by the Company voluntarily for the purpose of keeping the potential investors and Shareholders informed of the latest business development of the Group.

DEFINITIONS

“Acquisition” the acquisition of the Sale Capitals by Shanghai Hefei from the Vendor pursuant to the terms of the Acquisition Agreement and the performance of the transactions contemplated thereunder;

“Acquisition Agreement” the acquisition agreement entered into between the Vendor and Shanghai Hefei on 30 December 2015 in relation to the Acquisition;

“Board” the board of Directors;

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“Company”	Branding China Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the issued shares of which
	are listed on the Main Board of the Stock Exchange (Stock Code:
	863);
“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“Consideration”	the total consideration for the Sale Capitals in the sum of RMB17.5
	million (equivalent to approximately HK$21.26 million);
“Directors”	the director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“MOU”	the memorandum of understanding dated 16 November 2015 and
	entered into between the Vendor and the Company in relation to the
	proposed Acquisition;
“PRC”	the People’s Republic of China, and for the purpose of this
	announcement only, excluding Hong Kong of the People’s Republic
	of China and Taiwan;
“RMB”	Renminbi, the lawful currency of the PRC;
“Sale Capitals”	34% of the entire equity interest in the Target Company, legally
	and beneficially owned by the Vendor;
“Shanghai Hefei”	Shanghai Hefei Investment Management Company Limited* (上海
	和斐投資管理有限公司), a company established in the PRC;
“Shareholders”	holder(s) of ordinary share(s) in the share capital of the Company;
“sq.m.”	square metres;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;

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“Target Company”

Shanghai Lingang Cultural Industry Development Company Limited* (上海臨�文化產業發展有限公司), a company established in the PRC;

“Vendor”

Shanghai Shenmeng Cultural Investment Company Limited* (上海 申夢文化投資有限公司), a company established in the PRC; and

“%”

per cent

By order of the Board Branding China Group Limited Fang Bin Chairman

In this announcement, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.215. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at all.

Shanghai, the PRC, 30 December 2015

As at the date of this announcement, the executive Directors are Mr. Fang Bin, Mr. Fan Youyuan, Mr. Patrick Zheng, Mr. Huang Wei and Mr. Song Yijun and the independent non-executive Directors are Mr. Zhou Ruijin, Mr. Lin Zhiming and Ms. Hsu Wai Man, Helen.

• For identification purposes only

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