Richly Field China Development Limited — M&A Activity 2017

Dec 28, 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 any 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)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE ACQUISITION OF 60% ISSUED SHARE CAPITAL IN THE TARGET COMPANY

This announcement is made by Superactive Group Company Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that on 28 December 2017 (after trading hours), the Company has entered into a memorandum of understanding (the “ MOU ”) with 庄俊偉 (Mr. Zhuang Junwei) (the “ Vendor ”). Pursuant to the MOU, the Company intends to acquire, and the Vendor intends to sell 60% issued share capital (the “ Sale Shares ”) in 深圳市德維斯電子有限公司 (Shenzhen Dowis Electronic Co., Ltd.) (the “ Target Company ”), a company with limited liability incorporated in the People’s Republic of China (the “ PRC ”) (the “ Possible Acquisition ”). The Target Company is principally engaged in supply, manufacture and export of electronic devices in the PRC and at the date of this announcement, the Vendor and 邵光華 (Mr. Shao Guanghua) (“ Mr. Shao* ”) owned respectively 60% and 40% equity interest in the Target Company.

• For identification purposes only

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PRINCIPAL TERMS OF THE MOU

Date

28 December 2017 (after trading hours)

Parties

(i) The Company; and

• (ii) The Vendor

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, both the Vendor and Mr. Shao are third party independent of the Company and its connected persons (as defined under the Listing Rules).

Consideration

The amount of the consideration for the Possible Acquisition shall be subject to negotiation between the parties to the MOU and it is expected that the consideration may be settled by cash, issued shares in the Company, convertible bonds, convertible preferential shares, promissory notes and/or any combination of them as the Company and the Vendor may agree.

Due diligence review

Pursuant to the MOU, the Company may conduct due diligence review on, including but without limitation, the assets, liabilities, operation and affairs of the Target Company as the Company shall consider appropriate upon signing the MOU. The Vendor shall provide and procure the Target Company and its agent to provide such assistance and information as requested by the Company and its advisers and agents to complete its due diligence review on the Target Company.

Formal agreement

The Company and the Vendor shall negotiate in good faith to procure the signing of a legally binding formal agreement in relation to the Possible Acquisition (“ Formal Agreement ”) within 120-day period upon the date of execution of the MOU (or such later date as the Company and the Vendor may agree) (the “ Relevant Date ”).

Termination

The MOU will be terminated upon the execution of the Formal Agreement or at the Relevant Date, whichever the earlier.

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Earnest money

Pursuant to the MOU, the Company has agreed to, within 7 days upon signing of the MOU, pay the Vendor the refundable earnest money in the sum of RMB20,000,000 (equivalent to approximately HK$23,400,000) in cash (the “ Earnest Money ”). It is the intention of the Company and the Vendor to apply the Earnest Money towards part payment of the consideration of the Possible Acquisition upon entering into of the Formal Agreement.

In the event that the Formal Agreement cannot be entered into on or before the Relevant Date, the MOU shall be terminated and the Earnest Money shall be fully refunded to the Company by the Vendor without interest within 3 business days (being a day upon which licensed banks in Hong Kong are generally open for business (excluding Saturdays, Sundays and public holidays)).

Exclusivity

The Vendor will not, and will procure the Target Company and its directors, officers, employees, representatives and agents not to, directly or indirectly, before the Relevant Date (i) solicit, initiate or encourage inquiries or offers from, or (ii) initiate or continue negotiations or discussions with or furnish any information to, or (iii) enter into any agreement or statement of intent or understanding with, any person or entity (other than the Company) with respect to the sale or other disposition of the Sale Share or any assets of the Target Company.

Binding effect

Save for the provisions relating to the confidentiality, termination, notices, binding effect, governing law and jurisdiction, the MOU does not constitute a legally binding agreement on the parties to MOU.

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REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITION

The Company and its subsidiaries (the “ Group ”) are engaged in the business of, inter alia, manufacturing of consumer electronics products, money lending business, regulated financial service activities in Hong Kong, provision of nursery education service and property development in the PRC.

The Directors consider that it is beneficial for the Group to expand its existing manufacturing of consumer electronics products business segment so as to broaden its revenue stream and generate stable and sustainable income and the Possible Acquisition represents an opportunity for the Group for such expansion. The Directors consider that the entering into of the MOU is in the interests of the Company and its shareholders as a whole.

GENERAL

As at the date of this announcement, the terms and conditions of the Possible Acquisition are still being negotiated and no legally binding agreement has been entered into. The Possible Acquisition, if materialised, may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate in compliance with the Listing Rules.

Shareholders and other investors of the Company should note that the Possible Acquisition may or may not proceed and are advised to exercise caution when dealing in the shares of the Company.

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

Hong Kong, 28 December 2017

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

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