Richly Field China Development Limited - Capital/Financing Update 2017

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

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

SUPERACTIVE GROUP COMPANY LIMITED 先機企業集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

PROPOSED OPEN OFFER ON THE BASIS OF ONE (1) OFFER SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE

Underwriter to the Open Offer

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PROPOSED OPEN OFFER

The Company proposes to raise approximately HK$338.8 million before expenses by issuing 677,523,795 Offer Shares at the Subscription Price of HK$0.5 per Offer Share on the basis of one (1) Offer Share for every two (2) existing Shares held on the Record Date and payable in full upon application.

No excess application for Offer Shares shall be available to the Qualifying Shareholders. The Open Offer is only available to the Qualifying Shareholders, and will not be extended to the Excluded Shareholders.

Assuming no further issue of new Shares or repurchase of Shares, the 677,523,795 Offer Shares to be allotted and issued pursuant to the terms of the Open Offer represents 50% of the Company’s issued share capital as at the date of this announcement and approximately 33.33% of the enlarged issued share capital of Company immediately upon completion of the Open Offer.

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The gross proceeds from the Open Offer will be approximately HK$338.8 million. The net proceeds from the Open Offer after deducting all relevant expenses are estimated to be approximately HK$336.6 million, which are intended to be used for the Acquisition.

Completion of the Acquisition took place on 29 August 2017. For details of the
Acquisition, please refer to the Acquisition Announcements.
To qualify for the Open Offer, all transfers of Shares must be lodged for
registration with the Registrar by 4:30 p.m. on Monday, 11 September 2017. The
register of members of the Company will be closed from Tuesday, 12 September
2017 to Thursday, 14 September 2017, both days inclusive, to determine the
eligibility of the Open Offer. The Record Date is Thursday, 14 September 2017.
The last day of dealings in the Shares on cum-entitlement basis of the Open Offer
is Thursday, 7 September 2017. The Shares will be dealt in on ex-entitlement basis
of the Open Offer from Friday, 8 September 2017.
As at the date of this announcement, Super Fame is interested in 768,487,998
Shares, representing approximately 56.71% of the total issued share capital of the
Company. Super Fame has irrevocably undertaken to the Company and the
Underwriter:
(i) not to dispose of, or agree to dispose of the 768,487,998 Shares held by it
from the date of the Super Fame Undertaking up to the close of business on
the Record Date;
(ii) to accept or procure the acceptance for the 384,243,999 Offer Shares for
which it is entitled to pursuant to the Open Offer; and
(iii) to lodge or procure the lodging of the Application Form(s) in respect of the
384,243,999 Offer Shares accompanied by the appropriate remittances which
shall be honoured on first presentation and otherwise comply with or procure
the compliance with the procedures for such acceptance and application as
described in the Prospectus Documents prior to the Latest Time for
Acceptance.
The Open Offer will be fully underwritten by the Underwriter on the terms and
subject to the conditions set out in the Underwriting Agreement.

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LISTING RULES IMPLICATIONS

As the Open Offer will not increase the issued share capital or market capitalisation of the Company by more than 50% within the twelve-month period immediately preceding the date of this announcement and the Open Offer is fully underwritten by the Underwriter who is not a Director, chief executive or substantial Shareholder of the Company (or a close associate of any of them), the Open Offer is therefore not subject to Shareholders’ approval under the Listing Rules.

GENERAL

The Prospectus Documents setting out details of the Open Offer are expected to be despatched to the Qualifying Shareholders on or about Friday, 15 September 2017. The Company will send the Prospectus to the Excluded Shareholders for information only.

WARNING OF THE RISK OF DEALINGS IN THE SHARES

Shareholders and potential investors should note that the Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed.

The Shares will be dealt in on an ex-entitlement basis commencing from Friday, 8 September 2017 and that dealing in Shares will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled.

Any dealings in the Shares from the date of this announcement up to the date on which all the conditions of the Open Offer are fulfilled will bear the risk that the Open Offer may not become unconditional or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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PROPOSED OPEN OFFER

The Board is pleased to announce that on 29 August 2017 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter in relation to the underwriting and certain other arrangements in relation to the Open Offer. Details of the proposed Open Offer are set out as follows:

Issue statistics

Basis of the entitlement:

One (1) Offer Share for every two (2) existing Shares held on the Record Date

Subscription Price:

HK$0.5 per Offer Share

Number of Shares in issue as at the date of this announcement:

1,355,047,590 Shares

Number of Offer Shares:

677,523,795 Offer Shares

Underwriter:

Well Link Securities Limited

Number of Offer Shares irrevocably undertaken to be accepted by Super Fame pursuant to the Super Fame Undertaking:

Super Fame has irrevocably undertaken in favour of the Company and the Underwriter to accept or procure the acceptance for the 384,243,999 Offer Shares to be allotted and issued to it under its entitlement pursuant to the Open Offer

Number of Underwritten Shares:

Number of Shares in issue immediately upon completion of the Open Offer:

293,279,796 Offer Shares, being the total number of the Offer Shares less the aggregate number of the Offer Shares agreed to be taken up by Super Fame under the Super Fame Undertaking. Accordingly, the Open Offer is fully underwritten. 2,032,571,385 Shares

Rights in excess applications:

No excess application for Offer Shares shall be available to the Qualifying Shareholders.

As at the date of this announcement, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

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Basis of entitlement

The basis of the entitlement shall be one (1) Offer Share for every two (2) existing Shares held by the Qualifying Shareholders on the Record Date at the Subscription Price. Acceptance for all or any part entitlement of a Qualifying Shareholder should be made by completing the Application Form and lodging the same with a remittance for the Offer Shares being accepted for.

Qualifying Shareholders

The Open Offer is only available to the Qualifying Shareholders and will not be available to the Excluded Shareholders. The Company will send (a) the Prospectus Documents to the Qualifying Shareholders; and (b) the Overseas Letter together with the Prospectus, for information only, to the Excluded Shareholders.

To qualify for the Open Offer, the Shareholders must (a) at the close of business on the Record Date be registered on the register of members of the Company; and (b) not be an Excluded Shareholder.

Shareholders whose Shares are held by nominee companies should note that the Board will regard a nominee company as a single Shareholder according to the register of members of the Company. Shareholders with their Shares held by nominee companies are advised to consider whether they would like to arrange for registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

In order to be registered as members of the Company prior to the close of business on the Record Date, Shareholders must lodge any transfers of Shares (together with the relevant share certificates) for registration with the Registrar, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Monday, 11 September 2017.

Subscription Price

The Subscription Price is HK$0.5 per Offer Share, payable in full upon application for the relevant assured allotment of Offer Shares and, where applicable, application for excess Offer Shares under the Open Offer.

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The Subscription Price of HK$0.5 per Offer Share represents:

(i) a discount of approximately 7.41% to the closing price of HK$0.54 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 5.06% to the theoretical ex-entitlement price of HK$0.527 based on the closing price of HK$0.54 per Share as quoted on the Stock Exchange on the Last Trading Day;
(iii) a discount of approximately 8.42% to the average closing price of approximately HK$0.546 per Share for the last five consecutive trading days immediately prior to and including the Last Trading Day;
(iv) a discount of approximately 7.92% to the average closing price of approximately HK$0.543 per Share for the last 10 consecutive trading days immediately prior to and including the Last Trading Day; and
(v) a premium of approximately 44.09% over the net asset value per Share of HK$0.347 based on the audited consolidated net asset value as at 31 December 2016 and 1,355,047,590 Shares in issue as at the date of this announcement.

The Subscription Price was determined after arm’s length negotiations between the Company and the Underwriter with reference to, among others, the prevailing market price of the Shares. The Directors consider that each Qualifying Shareholder will be entitled to subscribe for the Offer Shares at the same Subscription Price in proportion to his/her/its shareholding held on the Record Date and the terms of the Open Offer, including the Subscription Price which has been set as a discount to the recent closing prices of the Shares with an objective of encouraging existing Shareholders to take up their entitlements so as to share in the potential growth of the Company, to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. After deducting all relevant expenses relating to the Open Offer, the net price per Offer Share will be approximately HK$0.496.

Conditions of the Open Offer

The Open Offer is conditional upon the Underwriting Agreement having become unconditional and not being terminated in accordance with its terms or otherwise. The conditions of the Underwriting Agreement are set out under the paragraph headed “Conditions of the Underwriting Agreement” under the section headed “The Underwriting Agreement” of this announcement below.

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Rights of Overseas Shareholders

The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

The Board will make enquiries as to whether the issue of the Offer Shares to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange pursuant to Rule 13.36(2)(a) of the Listing Rules and result of the enquiries will be included in the Prospectus. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer the Offer Shares to such Overseas Shareholders, the Open offer will not be available to such Overseas Shareholders.

Accordingly, the Open Offer will not be extended to the Excluded Shareholders. The Company will send the Prospectus to the Excluded Shareholders for their information only but will not send any Application Forms in respect of the Open Offer to the Excluded Shareholders. The basis of exclusion of the Excluded Shareholders, if any, from the Open Offer will be disclosed in the Prospectus.

Application for the Offer Shares

The Application Form in respect of the entitlement of the Offer Shares will be enclosed with the Prospectus entitling the Qualifying Shareholders to whom it is addressed to subscribe for the Offer Shares as shown therein by completing such form and lodging the same with a remittance for the Offer Shares being taken up with the Registrar by the Latest Time for Acceptance.

No application for excess Offer Shares

After arm’s length negotiations with the Underwriter, the Company decided that the Qualifying Shareholders are not entitled to apply for any Offer Shares which are in excess of their assured entitlements. The Company considers that the administrative costs would be lowered without the excess application.

Ranking of the Offer Shares

The Offer Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Offer Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Offer Shares in their fully-paid form.

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Share certificates and refund cheques for the Open Offer

Subject to the fulfilment of the conditions of the Open Offer, certificates for all fully-paid Offer Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before Tuesday, 10 October 2017. If the Open Offer is terminated, refund cheques will be despatched on or before Tuesday, 10 October 2017 by ordinary post at the respective Shareholders’ own risk.

Fractional entitlements

Fractions of the Offer Shares will not be allotted to the Qualifying Shareholders and fractional entitlements will be rounded down to the nearest whole number of Offer Shares. All Offer Shares created from the aggregation of fractions of the Offer Shares will be taken up by the Underwriter.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of and permission to deal in, the Offer Shares. Dealings in the Offer Shares on the Stock Exchange will be subject to the payment of stamp duty (if any) in Hong Kong and any other applicable fees and charges in Hong Kong.

Subject to the granting of the approval for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement date of dealings in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

Closure of register of members for the Open Offer

The Company’s register of members will be closed from Tuesday, 12 September 2017 to Thursday, 14 September 2017, both days inclusive, to determine the eligibility of the Qualifying Shareholders. No transfer of Shares will be registered during this book closure period.

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THE UNDERWRITING AGREEMENT

The principal terms of the Underwriting Agreement are as follows:

Date:

29 August 2017 (after trading hours)

Underwriter:

Well Link Securities Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Underwriter and its ultimate beneficial owner(s) is an Independent Third Party.

Number of Offer Shares irrevocably undertaken to be accepted by Super Fame pursuant to the Super Fame Undertaking:

Number of Underwritten Shares:

Commission:

1% of the total Subscription Price in respect of the actual number of the Underwritten Shares.

The commission rate was determined after arm’s length negotiations between the Company and the Underwriter with reference to, among other things, the market rate, and the Board considers that the underwriting commission rate is fair and reasonable so far as the Company and the Shareholders are concerned.

As at the date of this announcement, the Underwriter does not hold any Shares.

Under the Underwriting Agreement, in the event of the Underwriter being called upon to subscribe for or procure subscribers for the Untaken Shares, the Underwriter shall use its reasonable endeavours to procure that the subscribers for any Underwritten Shares (i) are independent of and not connected or acting in concert with the Directors, chief executive or substantial Shareholders of the Company (and any of its subsidiaries) or any of their respective associates; and (ii) shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with him/her/it, hold 10% or more of the voting rights of the Company upon completion of the Open Offer.

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Irrevocable undertaking given by Super Fame

As at the date of this announcement, Super Fame is interested in 768,487,998 Shares, representing approximately 56.71% of the total issued share capital of the Company. Super Fame has irrevocably undertaken to the Company and the Underwriter:

(i) not to dispose of, or agree to dispose of the 768,487,998 Shares held by it from the date of the Super Fame Undertaking up to the close of business on the Record Date;
(ii) to accept or procure the acceptance for the 384,243,999 Offer Shares for which it is entitled to pursuant to the Open Offer; and
(iii) to lodge or procure the lodging of the Application Form(s) in respect of the 384,243,999 Offer Shares accompanied by the appropriate remittances which shall be honoured on first presentation and otherwise comply with or procure the compliance with the procedures for such acceptance and application as described in the Prospectus Documents prior to the Latest Time for Acceptance.

Termination of the Underwriting Agreement

If, prior to the Latest Time for Termination (provided that if the date of the Latest Time for Termination shall be a Business Day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is or remains in force in Hong Kong between 9:00 a.m. and 12:00 noon on that day, the date of the Latest Time for Termination shall be the next Business Day on which no tropical cyclone warning signal no. 8 or above or no black rainstorm warning signal is or remains in force in Hong Kong between 9:00 a.m. and 12:00 noon on that day):

(1) in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:
(a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local

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securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

(2) any adverse change in market conditions (whether foreseeable or not) (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the reasonable opinion of the Underwriter will or is reasonably likely to materially or adversely affect the success of the Open Offer or otherwise makes it inexpedient, impracticable or inadvisable to proceed with the Open Offer; or
(3) there is any change in the circumstances of the Company or any member of the Group (whether foreseeable or not) which in the reasonable opinion of the Underwriter will or is reasonably likely to adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or
(4) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than ten consecutive business days, excluding any suspension in connection with the clearance of this announcement or the Prospectus Documents or other announcements or circulars in connection with the Open Offer,

the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

The Underwriter shall be entitled by notice in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

(1) any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or
(2) any specified event as contained in the Underwriting Agreement comes to the knowledge of the Underwriter.

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

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If prior to the Latest Time for Termination any such notice as is referred to above is given by the Underwriter, the obligations of all parties under the Underwriting Agreement, save in respect of any right or liability accrued before such termination, shall terminate forthwith and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

Conditions of the Underwriting Agreement

The Underwriting Agreement is conditional upon:

(a) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance not later than the Prospectus Posting Date;
(b) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Open Offer on or before the Prospectus Posting Date;
(c) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in all the Offer Shares either unconditionally or subject to conditions which the Company accepts and satisfaction of such conditions (if any and where relevant) on or before the Latest Time for Termination;
(d) compliance with and performance of all the undertakings and obligations of the Company under the terms of the Underwriting Agreement;
(e) compliance with and performance of all the undertakings and obligations of the Underwriter under the terms of the Underwriting Agreement;
(f) compliance with and performance of all undertakings and obligations of Super Fame under the Super Fame Undertaking;
(g) all requirements and conditions imposed by the Stock Exchange or under the Listing Rules or otherwise in connection with the transactions contemplated by the Underwriting Agreement having been fulfilled or complied with by not later than the Latest Time for Termination;

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(h) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms set out in the Underwriting Agreement prior to the Latest Time for Termination;
(i) none of the representations, warranties or undertakings referred in the Underwriting Agreement being breached, untrue, inaccurate or misleading in any material respects; and
(j) completion of the Acquisition.

The above conditions of the Underwriting Agreement are incapable of being waived. If the conditions of the Underwriting Agreement are not satisfied by the Company by the Latest Time for Termination or such other date as the Company and the Underwriter may agree, the Underwriting Agreement shall terminate and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

Changes in the shareholding structure of the Company arising from the Open Offer

For illustration purpose only, the following table illustrates the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon completion of the Open Offer assuming full acceptance by all Qualifying Shareholders under the Open Offer; and (iii) immediately upon completion of the Open Offer assuming nil acceptance by the Qualifying Shareholders under the Open Offer:

							Immediately upon	completion
			Immediately upon completion				of Open Offer assuming nil
			of Open Offer assuming			full	acceptance by the	Qualifying
			acceptance by all Qualifying				Shareholders (except for
	As at the date	of this		Shareholders under			Super Fame) under the Open
	announcement			the Open Offer			Offer
	Number of	Approximate		Number of	Approximate		Number of	Approximate
	Shares	%		Shares		%	Shares	%
Super Fame (Note 1)	768,487,998	56.71		1,152,731,997		56.71	1,152,731,997	56.71
The Underwriter and subscribers
procured by the Underwriter
(Note 2)	—	—		—		—	293,279,796	14.43
Public Shareholders	586,559,592	43.29		879,839,388		43.29	586,559,592	28.86
Total	1,355,047,590	100.00		2,032,571,385	100.00		2,032,571,385	100.00

Notes:

Super Fame is owned as to 55% by Ms. Yeung So Lai, the chairman and executive Director of the Company, and as to 45% by Mr. Lee Chi Shing, Caesar, an executive Director. Pursuant to the Super Fame Undertaking, Super Fame has irrevocably undertaken to the Company and the

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Underwriter (1) not to dispose of, or agree to dispose of the 768,487,998 Shares held by it from the date of the Super Fame Undertaking up to the close of business on the Record Date; (2) to accept or procure the acceptance for the 384,243,999 Offer Shares for which it is entitled to pursuant to the Open Offer; and (3) to lodge or procure the lodging of the Application Form(s) in respect of the 384,243,999 Offer Shares accompanied by the appropriate remittances which shall be honoured on first presentation and otherwise comply with or procure the compliance with the procedures for such acceptance and application as described in the Prospectus Documents prior to the Latest Time for Acceptance.

The above information is for illustration purpose only. Pursuant to the Underwriting Agreement, the Underwriter shall use its reasonable endeavours to procure that the subscribers for any Underwritten Shares shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with him/her/it, hold 10% or more of the voting rights of the Company upon completion of the Open Offer.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

The Group is engaged in the business of, inter alia, manufacturing of consumer electronics products, money lending business in Hong Kong, provision of nursery education service in PRC and investment in an associate which is engaged in afterlife services in Taiwan.

The Company intends to apply the net proceeds from the Open Offer for the Acquisition.

Completion of the Acquisition took place on 29 August 2017. For details of the Acquisition, please refer to the Acquisition Announcements.

The Board considers that the Open Offer will enable the Group to strengthen its capital base and provide sufficient capital to support the Acquisition. The Board further considers that it is prudent to finance the Group’s long-term business development by long-term financing, preferably in the form of equity which will not increase the Group’s finance costs. The Board has explored and/or considered other fundraising alternatives such as debt financing to fund the Acquisition. However, given that (i) the interest burden for securing a loan facility from banks other money lenders would be relatively high for the proposed scale of financing; and (ii) the Company does not have enough assets to be pledged as security for a loan amount which is adequate for the total capital commitment under the Acquisition, the Company therefore considers that it is impracticable to finance the Acquisition by debt financing and has decided to proceed with the Open Offer to raise the necessary funds for the Acquisition.

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The Board considers that the Open Offer will give the Qualifying Shareholders the opportunity to maintain their respective pro-rata shareholding interest in the Company. The Directors (including the independent non-executive Directors) are of the view that fund raising through the Open Offer is in the interests of the Company and the Shareholders as a whole. However, those Qualifying Shareholders who do not take up the Offer Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

FUND RAISING EXERCISE OF THE COMPANY IN THE PAST 12 MONTHS

The Company had not conducted any fund raising exercise in the past 12 months immediately preceding the date of this announcement.

EXPECTED TIMETABLE

The expected timetable for the Open Offer is set out below:

2017

Last day of dealings in Shares on a

cum-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 7 September First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 8 September Latest time for lodging transfer of Shares in order to qualify for the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 11 September Register of members of the Company closes (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 September to Thursday, 14 September Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 14 September Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 September Despatch of Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . Friday, 15 September Latest time for acceptance of and payment for the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 29 September

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Latest time for the termination of Underwriting Agreement by the Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 6 October

Announcement of the results of the Open Offer . . . . . . . . . . . . . Monday, 9 October

Despatch of share certificates for the Offer

Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 October

Despatch of refund cheques if the Open Offer is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 October

Expected first day of dealings in the Offer Shares on the Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 11 October

All times and dates stated in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.

LISTING RULES IMPLICATIONS

GENERAL

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WARNING OF THE RISK OF DEALINGS IN THE SHARES

DEFINITIONS

In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein.

“Acquisition”

the acquisition of the entire equity interest in the Target Company by Joint Faith, details of which are disclosed in the Acquisition Announcements

“Acquisition the announcements of the Company dated 9 August Announcements” 2017 and 29 August 2017 in relation to the Acquisition “Application Form(s)” the form(s) of application to be used by the Qualifying Shareholders to apply for the Offer Shares in the agreed form

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Board”

the board of Directors

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“Business Day”

any day (excluding a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no.8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“Company”

Superactive Group Company Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 0176)
“Companies (Winding Up Companies (Winding Up and Miscellaneous and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Provisions) Ordinance” Hong Kong), as amended, supplemented or otherwise modified from time to time
“Complying Applications”
valid applications under the Application Forms made in accordance with the terms of the Prospectus Documents together with cheques or cashier’s orders or other remittances for the full amount payable in respect of the Offer Shares being applied for under such Application Forms which are honoured on first or, at the discretion of the Underwriter, subsequent presentation

“connected person(s)”

has the meaning ascribed thereto under the Listing Rules
“Director(s)”
the directors of the Company
“Excluded Shareholder(s)”
the Overseas Shareholder(s) whom the Directors consider it necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to offer the Offer Shares to such Overseas Shareholders

“Group”

the Company and its subsidiaries

−18 −

“HKSCC”

Hong Kong Securities Clearing Company Limited

“Hong Kong”

“Independent Third Party(ies)”
“Joint Faith”
“Last Trading Day”
“Latest Time for Acceptance”
“Latest Time for Termination”
“Listing Rules”
“Offer Shares”
“Open Offer”
the Hong Kong Special Administrative Region of the People’s Republic of China
any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons
Joint Faith Enterprises Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
29 August 2017, being the last trading day of the Shares prior to release of this announcement and the date of the Underwriting Agreement
4:00 p.m., on Friday, 29 September 2017 or such other time as may be agreed between the Company and the Underwriter, being the latest time for acceptance of, and payment for, the Offer Shares
4:00 p.m., on Friday, 6 October 2017, being the third Business Day after the Latest Time for Acceptance or such later time or date as may be agreed between the Company and the Underwriter, being the latest time to terminate the Underwriting Agreement
the Rules Governing the Listing of Securities on the Stock Exchange
677,523,795 new Shares to be allotted and issued pursuant to the Open Offer
the proposed issue by way of open offer to the Qualifying Shareholders on the basis of one (1) Offer Share for every two (2) existing Shares held on the Record Date at the Subscription Price on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents

−19 −

“Overseas Letter”

a letter to be issued by the Company to the Excluded Shareholders explaining the circumstances in which the Excluded Shareholders are not permitted to participate in the Open Offer

“Overseas Shareholder(s)”

“Project Company”

“Prospectus”

“Prospectus Documents”
“Prospectus Posting Date”

“Qualifying Shareholders”

“Record Date”

“Registrar”

“Share(s)”

“Shareholder(s)”
“Stock Exchange”
“Subscription Price”
the Shareholder(s) with registered address(es) (as shown in the register of members of the Company on the Record Date) are outside of Hong Kong

麗江華歐房地產置業有限公司 (Lijiang Hua Ou Real Estate Company Limited*), a company established in the PRC with limited liability

the prospectus to be issued by the Company in relation to the Open Offer

the Prospectus and the Application Form

Friday, 15 September 2017 or such later date as may be agreed between the Underwriter and the Company for the despatch of the Prospectus Documents to the Qualifying Shareholders (or the Prospectus only in case of the Excluded Shareholder(s))

Shareholders whose names appear on the register of members of the Company on the Record Date, other than the Excluded Shareholders
Thursday, 14 September 2017, or such other date as may be agreed between the Company and the Underwriter for determining entitlements to the Open Offer
Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, being the Hong Kong branch share registrar and transfer office of the Company
ordinary share(s) of HK$0.1 each in the share capital of the Company
holder(s) of the issued Shares
The Stock Exchange of Hong Kong Limited HK$0.5 per Offer Share

−20 −

“substantial shareholder(s)”

has the meaning as ascribed thereto under the Listing Rules

“Super Fame”
“Super Fame Undertaking”
“Takeovers Code”
“Target Company”
“Underwriter”
“Underwriting Agreement”
“Underwritten Shares”
“Untaken Shares”
Super Fame Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, which is owned as to 55% by Ms. Yeung So Lai, the chairman and executive Director of the Company, and as to 45% by Mr. Lee Chi Shing, Caesar, an executive Director
the irrevocable undertaking given by Super Fame in favour of the Company and the Underwriter to take up in full its entitlements under the Open Offer to subscribe for 384,243,999 Offer Shares
The Hong Kong Code on Takeovers and Mergers
深圳市前海萬客金融服務有限公司 (Shenzhen City Qianhai Wanke Financial Services Company Limited*), a company established in the PRC with limited liability
Well Link Securities Limited, a licensed corporation to carry on type 1 (dealing in securities) and type 2 (dealing in futures contracts) regulated activities for the purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
the underwriting agreement dated 29 August 2017 and entered into among the Company and the Underwriter in relation to the underwriting arrangement in respect of the Open Offer
the Offer Shares which are fully underwritten by the Underwriter pursuant to the terms and conditions set out in the Underwriting Agreement
those (if any) of the Underwritten Shares in respect of which Complying Applications have not been received on or before the Latest Time for Acceptance

−21 −

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent.

For the purpose of this announcement, an exchange rate of RMB1 = HK$1.16 is used. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be converted at such or any other rates or at all.

By Order of the Board Superactive Group Company Limited Yeung So Lai Chairman

Hong Kong, 29 August 2017

As at the date of this announcement, the executive Directors of the Company are Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar; and the independent non-executive Directors of the Company are Mr. Chiu Sze Wai Wilfred, Mr. Chow Wai Leung William and Ms. Hu Gin Ing.

For identification purposes only

−22 −

AI assistant

Richly Field China Development Limited — Capital/Financing Update 2017

49117_rns_2017-08-29_ac1d67b9-044e-449b-a328-a66917487920.pdf

SUPERACTIVE GROUP COMPANY LIMITED 先機企業集團有限公司

PROPOSED OPEN OFFER ON THE BASIS OF ONE (1) OFFER SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE

Underwriter to the Open Offer

PROPOSED OPEN OFFER

LISTING RULES IMPLICATIONS

GENERAL

WARNING OF THE RISK OF DEALINGS IN THE SHARES

PROPOSED OPEN OFFER

Issue statistics

Basis of entitlement

Qualifying Shareholders

Subscription Price

Conditions of the Open Offer

Rights of Overseas Shareholders

Application for the Offer Shares

No application for excess Offer Shares

Ranking of the Offer Shares

Share certificates and refund cheques for the Open Offer

Fractional entitlements

Application for listing

Closure of register of members for the Open Offer

THE UNDERWRITING AGREEMENT

Irrevocable undertaking given by Super Fame

Termination of the Underwriting Agreement

Conditions of the Underwriting Agreement

Changes in the shareholding structure of the Company arising from the Open Offer

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

FUND RAISING EXERCISE OF THE COMPANY IN THE PAST 12 MONTHS

EXPECTED TIMETABLE

LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

“Acquisition”

“Board”

“CCASS”

“Company”

“connected person(s)”

“Group”

“Hong Kong”

“Overseas Shareholder(s)”

“Project Company”

“Prospectus”

“Qualifying Shareholders”

“Record Date”

“Registrar”

“Share(s)”

Hong Kong, 29 August 2017

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Richly Field China Development Limited Capital/Financing Update 2017