Richly Field China Development Limited — M&A Activity 2017

Aug 29, 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)

COMPLETION OF MAJOR TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SHENZHEN CITY QIANHAI WANKE FINANCIAL SERVICES COMPANY LIMITED; AND DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcement of Superactive Group Company Limited (the “ Company ”) dated 9 August 2017 (the “ Announcement ”) in relation to the acquisition of the entire equity interest in Shenzhen City Qianhai Wanke Financial Services Company Limited. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

WRITTEN SHAREHOLDER’S APPROVAL

As the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules, it is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, in lieu of holding a general meeting, the Company has obtained written Shareholder’s approval of the Acquisition, the Sale and Purchase Agreement and the transactions contemplated thereunder from Super Fame, a controlling Shareholder which is holding 768,487,998 Shares, representing approximately 56.71% of the total number of the issued Shares as at the date of this announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that all conditions precedent to the Sale and Purchase Agreement have been fulfilled and completion of the Acquisition took place on 29 August 2017.

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DELAY IN DESPATCH OF CIRCULAR

Pursuant to Rule 14.41(a) of the Listing Rules, a circular (the “ Circular ”) containing, inter alia, (i) further information on the Acquisition; and (ii) the audited financial information of the Target Company and the Project Company is required to be despatched to the Shareholders for their information with 15 business days after the publication of the Announcement, which is on or before 30 August 2017. As additional time is required for the Company to prepare and finalise certain information relating to the indebtedness statement, the working capital sufficiency statement, the accountants’ report of the Target Company and the Project Company and the valuation report on the property interests held by the Target Group for inclusion in the Circular, the Company intends to apply to the Stock Exchange for a waiver from strict compliance with Rule14.41(a) of the Listing Rules to delay the despatch of the Circular.

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.

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