Richly Field China Development Limited — Proxy Solicitation & Information Statement 2017

Dec 22, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Superactive Group Company Limited, you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale and transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF PROPERTIES

22 December 2017

CONTENTS

			Page
Definitions . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Appendix I	—	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Unaudited financial information of the Properties. . . . . . . . . . . . . .	II-1
Appendix III	—	Unaudited pro forma financial information of the Group . . . . . . . .	III-1
Appendix IV	—	Valuation report of the Properties . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Appendix V	—	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Acquisition” the acquisition of the Properties by the Purchasers from the Vendor pursuant to the terms and conditions of the Provisional Agreements and the Formal Agreements “Board” the board of the Directors “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) “Director(s)” the director(s) of the Company “Formal Agreement I” the formal sale and purchase agreement dated 20 November 2017 entered into between the Vendor and Purchaser I in relation to the sale and purchase of Property I “Formal Agreement II” the formal sale and purchase agreement dated 20 November 2017 entered into between the Vendor and Purchaser II in relation to the sale and purchase of Property II “Formal Agreements” collectively, the Formal Agreement I and the Formal Agreement II “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 20 December 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Management Charge” the monthly service, management, air-conditioning and management charges payable by the owner or occupier of the Properties “PRC” the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Properties” collectively, Property I and Property II

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DEFINITIONS

• “Property I” Unit Nos. 1510, 1511, 1512A, 1512B on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong

• “Property II” Unit Nos. 1501, 1502 on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong

• “Provisional Agreement I” the provisional agreement for sale and purchase dated 7 November 2017 entered into between the Vendor and Purchaser I in relation to the sale and purchase of Property I

• “Provisional Agreement II” the provisional agreement for sale and purchase dated 7 November 2017 entered into between the Vendor and Purchaser II in relation to the sale and purchase of Property II

• “Provisional Agreements” collectively, the Provisional Agreement I and the Provisional Agreement II

• “Purchaser I” Force China Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

• “Purchaser II” Best Success Investment Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

• “Purchasers” collectively, Purchaser I and Purchaser II “Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Super Fame” 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

• “Vendor” Front Land Properties Limited “HK$” Hong Kong dollar, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

Executive Directors: Ms. Yeung So Lai Mr. Lee Chi Shing Caesar

Independent non-executive Directors:

Mr. Chiu Sze Wai Wilfred Mr. Chow Wai Leung William Ms. Hu Gin Ing

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Room 1206, China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong

22 December 2017

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF PROPERTIES

INTRODUCTION

Reference is made to the announcement of the Company dated 7 November 2017 in relation to, among others, the Acquisition.

The purpose of this circular is to provide you with, among other things, details of the Acquisition and the Properties.

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LETTER FROM THE BOARD

THE PROVISIONAL AGREEMENTS

1. Provisional Agreement I

Date:

7 November 2017 (after trading hours)

Vendor: Front Land Properties Limited Purchaser I: Force China Limited, a wholly-owned subsidiary of the Company

Information on the Property I:

Office unit located at Unit Nos. 1510, 1511, 1512A, 1512B on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong of floor area of approximately 6,050 square feet.

• Consideration and payment schedule:

The consideration is HK$193,600,000 which has been or will be paid by the Purchaser I to the Vendor in the following manner:

• (i) an initial deposit HK$9,680,000 has been paid upon signing of the Provisional Agreement I;

• (ii) a further deposit of HK$9,680,000 has been paid upon signing of the Formal Agreement I on or before 20 November 2017; and

• (iii) HK$174,240,000 will be paid upon completion of the sale and purchase of Property I on or before 9 February 2018.

2. Provisional Agreement II

Date:

7 November 2017 (after trading hours)

Vendor:

Front Land Properties Limited

Purchaser II: Best Success Investment Limited, a wholly-owned subsidiary of the Company

Information on Property II:

Office unit located at Unit Nos. 1501, 1502 on 15/F of West Tower Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong of floor area of approximately 3,961 square feet.

Consideration and payment The consideration is HK$126,752,000 which has been or will schedule: be paid by the Purchaser II to the Vendor in the following manner:

• (i) an initial deposit HK$6,337,600 has been paid upon signing of the Provisional Agreement II;

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LETTER FROM THE BOARD

• (ii) a further deposit of HK$6,337,600 has been paid upon signing of the Formal Agreement II on or before 20 November 2017; and

• (iii) HK$114,076,800 will be paid upon completion of the sale and purchase of Property II on or before 9 February 2018.

Pursuant to the Provisional Agreements, the sale and purchase of the Properties under the Provisional Agreements shall be regarded as part and parcel of a single transaction. If either party to the Provisional Agreements fails to complete the sale and purchase of the Properties in accordance with the terms of the Provisional Agreements, the other party shall be entitled to exercise all such rights of remedy as afforded to it under the relevant Provisional Agreement.

Basis of consideration

The consideration of the Acquisition was arrived at after arm’s length negotiations between the Vendor and the Purchasers by reference to information available to the Group based on discussions made with its property agent and banker about the valuation of the Properties, the recent transactions of property market in Hong Kong, and the future plan of the Group in respect of the Properties as set out in the paragraph headed “Reasons for the Acquisition” below. The consideration of the Acquisition will be financed by internal resources of the Group, bank financing and shareholder’s loan.

THE FORMAL AGREEMENTS

The Purchasers entered into the Formal Agreements respectively with the Vendor on 20 November 2017. The Formal Agreements have incorporated the terms and conditions contained in the Provisional Agreements and other terms mutually agreed between the Vendor and the Purchasers.

INFORMATION OF THE VENDOR

The Vendor is a company incorporated in Hong Kong with limited liability, which is principally engaged in property investment. The Vendor is wholly-owned by MMW Holding Corporation, a company incorporated in the British Virgin Islands with limited liability. The directors of the Vendor are Lo Hoi Chun, Man Bo King, Lo King Ming, Bonnie, Lo Ming Shing and Lo King Ting, Wendy.

The Directors confirm that to the best of their knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

FINANCIAL INFORMATION OF THE PROPERTIES

According to the valuation conducted by Asset Appraisal Limited, the Properties were valued at HK$320,352,000 as at 15 November 2017.

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LETTER FROM THE BOARD

Property I is subject to a tenancy agreement (the “ Tenancy Agreement I ”) with a monthly rental income of HK$318,636 (exclusive of government rent, rates, Management Charges and all other tenant’s expenses and outgoings) for a term of two years commencing on 30 March 2017 and expiring on 29 March 2019. Pursuant to the Provisional Agreement I, Purchaser I agreed to purchase Property I subject to the Tenancy Agreement I.

Property II is subject to two tenancy agreements (the “ Tenancy Agreements II and III ”), which together with the tenancy Agreement I, the (“ Tenancy Agreements ”) with a monthly rental income of HK$135,627 and HK$72,000 for Unit Nos. 1501 and 1502 respectively (exclusive of government rent, rates, Management Charges and all other tenant’s expenses and outgoings). The tenancy of Unit No. 1501 shall be for a term of two years commencing on 1 April 2017 and expiring on 31 March 2019, and the tenancy of Unit No. 1502 shall be for a term of one year commencing on 30 March 2017 and expiring on 29 March 2018. Pursuant to the Provisional Agreement II, Purchaser II agreed to purchase Property II subject to the Tenancy Agreements II and III.

Prior to Tenancy Agreements, the Properties were leased to an independent third party at the rent of HK$400,440 per month for three years commencing from 30 March 2012 to 29 March 2015, and HK$440,484 per month for two years from 30 March 2015 to 29 March 2017, with an option to renew for a further term of three years.

According to the information provided by the Vendor, the gross rental income generated from the leasing of and licensing of the Property for the years ended 30 September 2015, 30 September 2016 and 30 September 2017 were approximately HK$4,968,000, HK$5,206,000 and HK$5,741,000 respectively.

Based on the Tenancy Agreements, the government rent, rates, Management Charges and all other tenants’ expenses and outgoings attributable to the Properties shall be borne by the tenants.

REASONS FOR THE ACQUISITION

The Group is engaged in the business of, inter alia, manufacturing of consumer electronics products, money lending business and regulated financial service activities in Hong Kong, provision of nursery education service, property development in the PRC.

Currently the head office and principal place of business of the Company in Hong Kong was leased from an Independent Third Party at the monthly rent of HK$254,958, plus the rates and management fee of HK$12,747 and HK$26,268 per month respectively. The Board consider that the Acquisition presents a good opportunity to broaden its fixed asset base and provide capital appreciation potential to the Group. The Company intends to use the Properties as its head office and principal place of business in Hong Kong to achieve rental saving. However, given that (i) the subsisting Tenancy Agreements do not contain any provision to terminate the tenancy prior to the expiry of the Tenancy Agreements; (ii) the rental income from the Tenancy Agreements can cover the rental expenses incurred by the Group during the term of the Tenancy Agreements; and (iii) the Group can commence the relocation of part of its operation as early as April 2018, the Group therefore decided that, immediately upon completion of the Acquisition, the Purchaser shall continue to observe and perform the Tenancy Agreements. The Company will not renew the Tenancy Agreements and will occupy the Properties as its head office and principal place of business in Hong Kong following the

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LETTER FROM THE BOARD

expiry of the Tenancy Agreements and will terminate the existing tenancy for the existing head office of the Company after the relocation. The Board considers that the terms of the Acquisition are fair and reasonable in the current property market conditions, and are in the interests of the Group and the Shareholders as a whole.

FINANCIAL EFFECT OF THE ACQUISITION

The Properties will be held as leasehold land and building under property, plant and equipment in the Group after completion of the Acquisition. Based on the unaudited pro-forma financial information of the Group as set out in Appendix III to this circular, the unaudited pro-forma adjusted consolidated total assets of the Group will be approximately HK$893,295,000, as compared to approximately HK$603,608,000, which represents the audited consolidated total assets of the Group as at 30 June 2017. The property, plant and equipment of the Group is expected to increase by approximately HK$347,583,000, representing the sum of the consideration for the Properties, agency fee, stamp duty and other expenses incurred for the Acquisition; the total assets is expected to increase approximately HK$288,316,000 and net asset value of the Group is expected to be remain unchanged as the increase in property, plant and equipment will be offset by the decrease of approximately HK$59,267,000 in bank balances and cash of the Group and the remaining of approximately HK$288,316,000 will be financed by the mortgage loan and the shareholders’ loan. The Group expects the Acquisition will increase the annual depreciation charges by approximately HK$8,689,000.

The Group’s earnings are expected to increase as a result of the Acquisition taking into account of the rental income of the Properties. The Properties will contribute other income (i.e. rental income) of approximately HK$6,315,000 to the Group for the period from completion of the Acquisition to the date of expiration of the Tenancy Agreements.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition exceed 25% but are less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Acquisition. A written Shareholder’s approval dated 7 November 2017 has been obtained from its controlling Shareholder, Super Fame, being the holder of 1,152,731,997 Shares (representing approximately 56.71% of the issued share capital of the Company as at the date of the Provisional Agreements and the Latest Practicable Date), for the Acquisition and the transactions contemplated thereunder. Such written approval has been accepted in lieu of holding a general meeting of the Company for approving the Acquisition. Therefore, no general meeting of the Company will be convened for approving the Acquisition pursuant to Rule 14.44 of the Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the terms of the Provisional Agreements and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Superactive Group Company Limited Yeung So Lai Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION

Financial information of the Group for the year ended 30 September 2014, for the fifteen months ended 31 December 2015, for the year ended 31 December 2016 and for the six months ended 30 June 2017 can be found in the annual reports of the Company for the year ended 30 September 2014, for the fifteen months ended 31 December 2015 and for the year ended 31 December 2016 and the interim report of the Company for the six months ended 30 June 2017 respectively.

The above-mentioned financial information has been published on both website of the Stock Exchange at www.hkex.com.hk and the Company’s website at www.superactive.com.hk.

2. INDEBTEDNESS

As at the close of business on 31 October 2017, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had total borrowings of approximately HK$969,000 guaranteed by the corporate guarantee by the Company.

Save as otherwise disclosed above and apart from intra- group liabilities, at the close of business on 31 October 2017, being the latest practicable date for the purpose of the indebtedness statement prior to the printing of this circular, the Group did not have any other outstanding borrowings, or any mortgages, charges, debentures, loan capital, bank overdrafts or loans, liabilities under acceptance (other than normal trade bills) or other similar indebtedness, hire purchase or finance lease obligations or any guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, following completion of the Acquisition, taking into account the financial resources available to the Group, the internally generated funds and the present available banking facilities of the Group, and in the absence of unforeseen circumstances, the Group will have sufficient working capital for its present requirements that is for at least the next 12 months from the date of this circular.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Group since 31 December 2016 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

5. BUSINESS OR INTEREST IN THE SHARE CAPITAL OF A COMPANY ACQUIRED BY THE GROUP AFTER 31 DECEMBER 2016, BEING THE DATE TO WHICH THE LATEST PUBLISHED AUDITED CONSOLIDATED ACCOUNTS OF THE GROUP WERE MADE UP

On 18 May 2017 (after trading hours), Capital Wheel Holdings Limited, Mr. Yiu Chow Shun, Barry, Mr. Li Yik Wai, Kinnie and Loyalgain Corporation Limited as vendors (the “ Vendors ”), Mr. Tang Yui, Ian, Mr. Chan Wai Lun, Anthony and Mr. Mark Anthony James Vaile as guarantors (the “ Guarantors ”) and Toran International Limited (“ Toran ”), a wholly-owned subsidiary of the

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Company, as the purchaser entered into a sale and purchase agreement (the “ Agreement ”), pursuant to which the Vendors have agreed to sell and Toran has agreed to purchase the 100 shares of US$1.00 each in the share capital of Speed Fame Enterprises Limited (“ Speed Fame ”), representing the entire issued share capital of the Speed Fame, at a total consideration of HK$59,474,576.26, of which (i) HK$23,788,896.00 shall be satisfied by the Toran by procuring the Company to allot and issue 36,768,000 new Shares (the “ Consideration Shares ”) at the issue price of HK$0.647 per Consideration Share to the Vendors or their respective nominee(s) or designated person(s) within seven business days from the date of completion of the Agreement; and (ii) HK$35,685,680.26 shall be satisfied in cash within one month from the date of completion of the Agreement. Please refer to the announcement of the Company dated 18 May 2017 for the details of the Agreement.

On 29 May 2017, Hinda Enterprises Limited (“ Hinda ”), a direct wholly-owned subsidiary of the Company, as purchaser entered into a sale and purchase agreement (the “ Agreement 2 ”) with Chan Ping Che (“ Mr. Chan ”) as vendor in relation to the acquisition of 2 oridnary shares (“ Wealth Long Sale Shares ”) of Wealth Long Limited, representing the entire issued share capital of Wealth Long, and the entire amount of the shareholder’s loan of HK$184,559,138 owing by Wealth Long to Mr. Chan (the “ Wealth Long Sale Loan ”), at the consideration of HK$185,000,000. On completion of Agreement 2 which took place on 29 May 2017, the parties executed a put option deed (as amended and supplemented by the supplemental deed dated 7 August 2017) (the “ Put Option Deed ”), pursuant to which Hinda was granted a right to require Mr. Chan to purchase from Hinda all of the Wealth Long Sale Shares and the Wealth Long Sale Loan sold and transferred to Hinda under the Agreement 2 at a total consideration of HK$185,000,000 (the “ Put Option ”). On 8 August 2017, Hinda served a notice to Mr. Chan to exercise the Put Option to request Mr. Chan to purchase from Hinda the Wealth Long Sale Shares and Wealth Long Sale Loan. Wealth Long was incorporated on 13 May 2016 and has not carried on any business other than holding all that piece or parcel of ground registered in the Land Registry as KWAI CHUNG TOWN LOT NO. 351 together with the messuages erections and buildings erected thereon known as VALID INDUSTRIAL CENTRE (華利工業中心) since its incorporation. Please refer to the circular of the Company dated 28 August 2017 for details of the Agreement 2 and the Put Option Deed.

On 9 August 2017, Joint Faith Enterprises Limited (“ Joint Faith ”), an indirect wholly-owned subsidiary of the Company, as purchaser, Ms. You Xuemian and Ms. Lin Yuqin as vendors (the “ Qianhai Wanke Vendors ”), and 深圳市前海萬客金融服務有限公司 (Shenzhen City Qianhai Wanke Financial Services Company Limited) (the “ Qianhai Wanke ”) entered into a sale and purchase agreement (the “ Agreement 3 ”), pursuant to which the Vendors conditionally agreed to sell and the Purchaser conditionally agreed to purchase the entire equity interest in Qianhai Wanke, at a total consideration of RMB20,000,000, which shall be payable to the Qianhai Wanke Vendors on the date falling two years from the date of signing of the Agreement 3.

On 5 June 2017, Qianhai Wanke entered into a sale and purchase agreement (the “ Agreement 4 ”) with Mr. Fang Zhaoan and Mr. Xu Lebin as vendors for the acquisition of the entire equity interest in 麗江華歐房地產置業有限公司 (Lijiang Hua Ou Real Estate Company Limited*) at a total consideration of RMB500,000,000. Please refer to the circular of the Company dated 24 November 2017 for details of the Agreement 3 and the Agreement 4.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save for the aforementioned, no material business or interest in the share capital of a company has been acquired, agreed to be acquired or proposed to be acquired by the Group after 31 December 2016, being the date to which the latest published audited consolidated accounts of the Group was made up.

6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in the business of manufacturing of consumer electronics products, money lending business and provision of regulated financial service activities in Hong Kong, provision of nursery education service and property development in PRC.

Although the Group has started its transforming journey to explore its business into different industries to maximising the returns to its shareholders, the new business, such as money lending business, financial activities services and nursery education are still in the development and expansion stage. The Group would spend more resources for its development. Before the new business matures, the manufacturing of consumer electronics products is still the fundamental source of the Group’s revenue streams. The Group will endeavor to maintain its business stability to ensure that the Groups income in robust.

For money lending business, the Group targeted in the short-term high rate personal loan segment and believed that short-term high interest lending can effectively maintain the stability of the Group’s liquidity and at the same time provide a satisfactory return.

Hong Kong, as an international financial center, has frequent financial transactions and activities, and there is a real demand in the market for financial advisory services. The Group’s financial services business mainly targeted the demand of financial services to provide regulated financial advisory services. In order to strengthen the regulated financial service segment, the Group will also provide asset management services in the future. The Group is confident of the development of its financial services business.

With the change of fertility policy in mainland China, that subject to the conditions allowing couples to give birth to second child, the Group believes that the demand for nursery education will increase. The Group has now provided nursery education in Chengdu, the PRC, and plans to allocate resources to strengthen its nursery education service segment and provide services in major cities of China such as Beijing and Shanghai.

Apart from its investment in the associate, the Group did not participate the daily operation of afterlife services in Taiwan. After the acquisition of Wealth Long Limited terminated on 8 August 2017, the Group no plans to resume the business of afterlife service in Hong Kong.

The executive Directors have extensive experience in operation of money lending and property development in PRC and business management. After the acquisition of the new business, the Group retained the key employees responsible for the operation and management of the acquired companies. The Group believes that the Company and its management have relevant expertise and experience in operating such new business.

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UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

APPENDIX II

PROFIT AND LOSS STATEMENT OF THE PROPERTIES

Pursuant to Rule 14.67(6)(b)(i) of the Listing Rules for an acquisition of revenue generating assets (other than a business or company) with an identifiable income stream or assets valuation, the Company is required to include in this circular, a profit and loss statement and valuation (where available) (the “ Profit and Loss Statement ”) for the three preceding financial years ended 30 September 2015, 2016 and 2017 (“ Relevant Financial Years ”) on identifiable net income stream and valuation in relation to Unit Nos. 1501, 1502, 1510, 1511, Portion A and Portion B of 1512 on 15th Floor, West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong (the “ Properties ”) which must be reviewed by the auditors or reporting accountants of the Company to ensure that such information has been properly complied and derived from the underlying books and records.

For the purpose of preparing the profit and loss statement on the identifiable income stream in relation to the Properties in strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules, the Company should be provided with full access to the underlying books and records of the Properties from the Vendor covering the Relevant Financial Years. The Company was, however, only provided with copies of the tenancy agreements (“ Tenancy Agreements ”) for the Properties. Despite requests made by the Company, the Company is unable to gain access to the underlying books and records or other financial information of Front Land Properties Limited (“ Vendor ”) regarding the direct costs and other expenses for the preparation of the financial information of the Properties for the Relevant Financial Years in strict compliance with the requirements of Rule 14.67(6)(b)(i) of the Listing Rules. The Company has therefore applied to the Stock Exchange for a waiver from strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules, such that the following information be disclosed instead. The financial information of the Properties for each of the Relevant Financial Years set out below has been prepared by the Directors solely based on the Tenancy Agreements provided by the Vendor. Accordingly, it may not give a true picture of the performance of the Properties during the Relevant Financial Years.

	**For the years ended 30 **	**For the years ended 30 **	September
Properties	2015	2016	2017
	HK$	HK$	HK$
Rental income	4,968,039	5,205,720	5,740,699

1. The rental income for the Relevant Financial Years is derived from the Tenancy Agreements, the principal terms of which are set out below:

2. (i) the tenancy agreement in respect of the Properties with a term of five years commencing from 30 March 2012 to 29 March 2017 at the monthly rent of HK$400,440 from 30 March 2012 to 29 March 2015 and at the monthly rent of HK$440,484 from 30 March 2015 to 29 March 2017;

3. (ii) the existing tenancy agreement for Units No. 1510, 1511, Portion A and Portion B of 1512 with a term of two years commencing from 30 March 2017 and expiring on 29 March 2019 at the monthly rent of HK$318,636;

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UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

APPENDIX II

• (iii) the existing tenancy agreement for Unit No. 1501 with a term of two years commencing from 1 April 2017 to 31 March 2019 at the monthly rent of HK$135,627; and

• (iv) the existing tenancy agreement for Unit No. 1502 with a term of one year commencing from 30 March 2017 to 29 March 2018 at the monthly rent of HK$72,000,

where all the monthly rents mentioned above are exclusive of government rents, rates, Management Charges and all other tenant’s expenses and outgoings and shall be borne by the respective tenants.

1. Based on the Tenancy Agreements, management fees, government rates and rent, gas, water, telephone and electricity charges were borne by the respective tenants of the Properties.

2. Based on the Hong Kong property tax rate of 15%, the total property tax paid and payable in respect of the Tenancy Agreements is estimated to be approximately HK$596,000, HK$625,000 and HK$692,000 for the financial years ended 30 September 2015, 2016 and 2017 respectively.

3. Save for the Tenancy Agreements and other publicly available information, the Directors do not have access to other financial information in relation to the Properties. Due to the limited information available to them, the Directors, based on the terms of the Tenancy Agreements and the experience of the Company’s management, estimated that the other monthly expenses such as maintenance cost or insurance cost of the Properties which are payable by the landlord is minimal. Accordingly, no other expenses such as maintenance cost, insurance cost or finance cost were included in the above financial information.

4. Save for the information that the Company could not obtain from the Vendors, the financial information of the Properties set out above is prepared using accounting policies which are materially consistent with those of the Company.

5. The following procedures have been undertaken by BDO Limited (“BDO”), the auditor of the Company, in accordance with the Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), with respect to the Tenancy Agreements.

BDO’s procedures:

1. obtained the rental income listing for each of the three financial years ended 30 September 2015, 2016 and 2017 which was prepared by the management of the Company and checked its arithmetical accuracy.

2. obtained the rental income summary from the management and compared the total amounts of rental income for each of the three financial years ended 30 September 2015, 2016 and 2017 as shown in the rental income summary to respective total rental amounts as shown in the rental income listing.

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UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

APPENDIX II

1. compared the particulars of the tenants’ names, tenancy periods and monthly rental amounts shown in the rental income listing to respective tenancy agreements which were provided to BDO by the management of the Company.

BDO’s findings are:

• a. With respect to procedure 1, BDO found that the rental income listing for each of the three financial years ended 30 September 2015, 2016 and 2017 was arithmetically accurate.

• b. With respect to procedure 2, BDO found that the total amounts of rental income for each of the three financial years ended 30 September 2015, 2016 and 2017 as shown in the rental income summary were in agreement with respective total amounts as shown in the rental income listing.

• c. With respect to procedure 3, BDO found that the particulars of the tenants’ names, tenancy periods and monthly rental amounts as shown in the rental income listing were in agreement with those set out in the respective tenancy agreements which were provided to BDO by the management of the Company.

Because the above procedures do not constitute an assurance engagement performed in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA, BDO does not express any assurance on the rental income summary and rental income listing.

Had BDO performed additional procedures or had BDO performed an assurance engagement on the rental income summary or the rental income listing in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA, other matters might have come to BDO’s attention that would have been reported to the Company.

1. The directors of the Company are of the view that the omission of a profit and loss statement for the net income stream of the Properties for the Relevant Financial Years would not render this circular materially incomplete and misleading or deceptive.

−II-3 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

A. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Introduction

The following is an illustrative and unaudited pro forma consolidated statement of assets and liabilities as at 30 June 2017 (the “ Unaudited Pro Forma Financial Information ”) of the Superactive Group Company Limited (the “ Company ”) and its subsidiaries (together the “ Group ”). The Unaudited Pro Forma Financial Information have been prepared by the directors of the Company (the “ Directors ”) in accordance with rule 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of illustrating the effect of the Acquisition to the Group.

The Unaudited Pro Forma Financial Information of the Group presented below is prepared to illustrate the financial position of the Group as if the Acquisition had been completed on 30 June 2017.

The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company for illustrative purpose only and is based on a number of assumptions, estimates, uncertainties and currently available information. Accordingly, the Unaudited Pro Forma Financial Information does not purport to describe the actual financial position of the Group that would have been attained had the Acquisition been completed on 30 June 2017 nor purport to predict the Group’s future financial position of operations.

The Unaudited Pro Forma Financial Information has been prepared based upon the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2017 as set out in the Group’s interim report after giving effect to the unaudited pro forma adjustments as described in the accompanying notes.

−III-1 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

The Group 30 June 2017 HK$’000 Note 1 Non-current assets Property, plant and equipment 201,107 Interest in an associate 174,812 Goodwill 63,348 439,267 Current assets Inventories 19,190 Trade and other receivables 62,386 Cash and cash equivalents 82,765 164,341 Current liabilities Trade and other payables 55,355 Deferred revenue 2,060 Amount due to a shareholder 40,000 Amounts due to a non-controlling interests 1,727 Tax payables 10,884 110,026 Net current assets/(liabilities) 54,315 Total assets less current liabilities 493,582 Non-current liabilities Bank and other borrowings — Loan from shareholder — Deferred tax liabilities 830 830 Net assets/(liabilities) 492,752	Unaudited pro forma adjustment HK$’000 Note 2 347,583 — — 347,583 — — (59,267) (59,267) — — — — — — (59,267) 288,316 128,141 160,175 — 288,316 —	Unaudited pro forma adjustment HK$’000 Note 3 — — — — — 1,371 — 1,371 1,371 — — — — 1,371 — — — — — — —	Unaudited pro forma adjustment HK$’000 Note 4 — — — — — — — — 420 — — — — 420 (420) (420) — — — — (420)	The Group after the Acquisition HK$’000 548,690 174,812 63,348 786,850 19,190 63,757 23,498 106,445 57,146 2,060 40,000 1,727 10,884 111,817 (5,372) 781,478 128,141 160,175 830 289,146 492,332

−III-2 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

Notes

• (1) The amounts are extracted from the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2017 as set out in the Group’s interim report.

• (2) The adjustment represents (i) the Acquisition by the Group for a cash consideration of HK$320,352,000 with the intention of using the Properties as the head office and principal place of business of the Group in Hong Kong to achieve rental savings, broaden the fixed asset base of the Group and provide capital appreciation potential to the Group.; and (ii) the incurrence of expenses directly attributable to the Acquisition of approximately HK$27,231,000, including Stamp Duty of approximately HK$27,231,000. The Group will settle the above consideration and directly attributable expenses, including stamp duties, by internal resources of approximately HK$59,267,000, a mortgage loan of approximately HK$128,141,000 and the remaining balance by a loan from shareholder.

• (3) Pursuant to the Formal Agreements, the Vendor shall transfer the rental deposits received from the tenants of HK$1,371,000 to the Group by cash upon the completion of the Acquisition, which will be repaid to the tenants upon termination or expiration of the Tenancy Agreements by the Group, hence classified as other payable.

• (4) The adjustment represents the other professional expenses incurred for the Acquisition.

• (5) Apart from the above, no adjustment has been made to the Unaudited Pro Forma Financial Information to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2017.

−III-3 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

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INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF SUPERACTIVE GROUP COMPANY LIMITED

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Superactive Group Company Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the Company for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities of the Group as at 30 June 2017 and related notes as set out on pages III-1 to III-3 of Appendix III of the Company’s circular dated 22 December 2017 (the “ Circular ”) in connection with the proposed acquisition of Unit Nos. 1501, 1502, 1510, 1511, 1512A, 1512B on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong for an aggregate consideration of HK$320,352,000 (“ Acquisition ”). The applicable criteria on the basis of which the directors of the Company have compiled the unaudited pro forma financial information are described on pages III-1 to III-3 of Appendix III of the Circular.

The unaudited pro forma financial information has been compiled by the directors of the Company to illustrate the impact of the Acquisition on the Company’s consolidated financial position as at 30 June 2017 as if the Acquisition had taken place at 30 June 2017. As part of this process, information about the Group’s financial position has been extracted by the directors of the Company from the Company’s unaudited condensed consolidated interim financial statements for the six months ended 30 June 2017, on which no audit or review report has been published.

Directors’ Responsibilities for the Unaudited Pro Forma Financial Information

The directors of the Company are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the “Code of Ethics for Professional Accountants” issued by HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

−III-4 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

Our firm applies Hong Kong Standard Quality Control 1 “Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements” issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the directors of the Company have compiled the unaudited pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purpose of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Acquisition at 30 June 2017 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

−III-5 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• a. the unaudited pro forma financial information has been properly compiled by the directors of the Company on the basis stated;

• b. such basis is consistent with the accounting policies of the Group; and

• c. the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

BDO Limited

Certified Public Accountants

Hong Kong

22 December 2017

−III-6 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

The following is the text of a letter, summary of value and valuation certificate, prepared for the purpose of incorporation in this circular received from Asset Appraisal Limited, an independent valuer, in connection with its valuation as at 15 November 2017 of the Property

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Rm 901 9/F On Hong Commercial Building No. 145 Hennessy Road Wanchai HK 145 9 901 Tel : (852) 2529 9448 Fax: (852) 3544 5854

Date : 22 December 2017

The Board of Directors

Superactive Group Company Limited

Unit 1206, 12/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong

Dear Sirs,

• Re: Unit Nos. 1501, 1502, 1510, 1511, Portion A and Portion B of 1512 on 15th Floor, West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong

In accordance with the instructions from Superactive Group Company Limited (the “ Company ”) to value the captioned property interests (the “ Properties ”), we confirm that we have carried out inspection of the Properties, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Properties as at 15 November 2017 (the “ date of valuation ”).

BASIS OF VALUATION

Our valuation of the Properties represents the market value which we would define as intended to mean “the estimated amount for which an asset or liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”.

TITLESHIP

We have been obtained land registration details of the Properties in the Land Registry. However, we have not verified ownership of the Properties and the existence of any encumbrances that would affect its ownership. Information in relation to land registration of the Properties is disclosed herein for reference only.

−IV-1 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

VALUATION METHODOLOGY

The Properties have been valued by the comparison method where comparison based on prices realised or market prices of comparable properties is made. Comparable properties of similar size, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital values. As the Properties are subject to existing tenancies, we have also valued the Properties by rental income capitalization method by capitalizing the actual rental income derived from the existing tenancies with due allowance for the reversionary interests (as represented by the market value of the Properties on vacant possession basis as deduced by the comparison method as mentioned above) upon expiry of those existing tenancies.

SITE INSPECTION

The Properties were inspected externally on 20 November 2017 by Sandra LAU, who is a member of the Hong Kong Institute of Surveyors and a Registered Professional Surveyor (General Practice). During the site inspection, we have ascertained the following matters of the Property:

• the general environment and development conditions of the area in which the Properties are situated;

• the existing use(s) of the Properties;

• the occupancy of the Properties;

• the facilities provided by the Properties;

• the general repair and maintenance conditions of the subject builidng; and

• the existence of any closure order and resumption order affixed to the Properties.

ASSUMPTIONS

Our valuation has been made on the assumption that the owners sell the Properties on the market in their existing states without the benefit of deferred terms contracts, leaseback, joint ventures, management agreements or any similar arrangement which would serve to affect the value of the Properties.

As the Properties are held by the owners by means of long term Government lease, we have assumed that the owner have free and uninterrupted rights to use the Properties for the whole of the unexpired term of the Government lease.

Other special assumptions for our valuation (if any) would be stated out in the footnotes of the valuation certificate attached herewith.

−IV-2 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

LIMITING CONDITIONS

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Properties nor for any expenses or taxation which may be incurred in holding it. Unless otherwise stated, it is assumed that the Properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their value.

We have relied to a very considerable extent on the information given by the Company and have accepted advice given to us on such matters as tenure, planning approvals, statutory notices, easements, particulars of occupancy, lettings, and all other relevant matters.

We have not carried out detailed site measurements to verify the correctness of the floor areas in respect of the Properties but have ascertained the floor area from the registered floor plan of the Properties. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations.

We have inspected the exterior of the Properties. However, no structural survey has been made for them. In the course of our inspection, we did not note any apparent defects. We are not, however, able to report whether the buildings and structures inspected by us are free of rot, infestation or any structural defect. No test was carried out on any of the building services and equipment.

The market value estimate contained within this report specifically excludes the impact of environmental contamination resulting from earthquakes or other causes. It is recommended that the reader of this report consult a qualified environmental auditor for the evaluation of possible environmental defects, the existence of which could have a material impact on market value.

No soil analysis or geological studies were ordered or made in conjunction with this report, nor were any water, oil, gas, or other subsurface minerals use rights or conditions investigated.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. We have also sought confirmation from the Company that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

−IV-3 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

In valuing the Properties, we have complied with all the requirements contained in Chapter 5 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited; the HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

Our valuation certificate is attached herewith.

Yours faithfully, for and on behalf of Asset Appraisal Limited Sandra Lau MHKIS AAPI RPS(GP) Director

Sandra Lau is a member of the Hong Kong Institute of Surveyors, an Associate of the Australian Property Institute and a Registered Professional Surveyor in General Practice. She is on the list of Property Valuers for Undertaking Valuations for Incorporation or Reference in Listing Particulars and Circulars and Valuations in Connection with Takeovers and Mergers of the Hong Kong Institute of Surveyors, Registered Business Valuer under the Hong Kong Business Valuation Forum and has over 10 years’ experience in valuation of properties in Hong Kong, in Macau and in the PRC.

−IV-4 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

VALUATION CERTIFICATE

Property Interests held for investment

Property

Unit Nos. 1501, 1502, 1510, 1511, Portion A and Portion B of 1512 on 15/F West Tower Shun Tak Centre Nos. 168-200 Connaught Road Central Hong Kong

158/33,888th share of and in the Inland Lot No. 8517

Description and Tenure

The property comprises 6 contiguous office units on 15th floor of a 39-storey office tower surmounting a commercial / ferry terminal podium. The development was completed in 1986.

The total gross floor area and total saleable area of the Properties are approximately 10,011 square feet (930 square metres) and 7,690 square feet (714 square metres) respectively.

The property is held under Conditions of Grant No. UB11612 for a term of 75 Years renewable for 75 years commencing on 31 December 1980. The annual Government rent of the subject lot is HK$1,000 per annum.

Market Value of the Property in existing Particulars of state as at occupancy 15 November 2017 The Properties HK$320,352,000 are subject to 3 separate tenancies for term expiring on between 29 March 2018 and 31 March 2019 at a total monthly rent of HK$526,263 (see notes 9 to 11 below).

Notes:

• (1) The registered owner of Unit Nos. 1501, 1502 and Portion B of 1512 of the Properties is Front Land Properties Limited registered via memorial no. 12042502800085 dated 30 March 2012.

• (2) The registered owner of Unit Nos. 1510, 1511 and Portion A of 1512 of the Properties is Front Land Properties Limited registered via memorial no. 12042502800092 dated 30 March 2012

• (3) The Properties are subject to the Deed of Mutual Covenant and Management Agreement registered via memorial no. UB3018018 dated 4 March 1986 which was re-registered on 4 March 1986 via memorial no. UB4861400.

• (4) Letter of Certificate of Compliance (with Copy Undertaking Annexed) issued by the Buildings and Lands Department Headquarters Hong Kong on 27 June 1986 registered via memorial no. UB3084129.

• (5) Letter of Compliance issued by the District Lands Office / Hong Kong West on 9 December 1996 registered via memorial no. UB6935042.

• (6) The Properties are subject to the Management Agreement in favour of Shun Tak Properties Limited “the Manager” registered via memorial no. UB4892765 dated 15 March 1991.

• (7) Portion A and Portion B of unit 1512 are subject to the Sub-Deed of Mutual Covenant registered via memorial no. UB5023969 dated 30 September 1991.

• (8) The subject development is falling within an area currently zoned “Commercial” in Central District Outline Zoning Plan no. S/H4/16.

−IV-5 −

VALUATION REPORT OF THE PROPERTIES

APPENDIX IV

• (9) Unit No. 1501 of the Properties is currently subject to a Tenancy Agreement dated 23 March 2017 (registered via memorial no. 17032902400565) for a term of 2 years from 1 April 2017 to 31 March 2019 at a monthly rent of HK$135,627 with an option to renew for a further term of 1 year.

• (10) Unit No. 1502 of the Properties is currently subject to a Tenancy Agreement dated 23 March 2017 (registered via memorial no. 17032902400554) for a term of 1 year from 30 March 2017 to 29 March 2018 at a monthly rent of HK$72,000 with an option to renew for a further term of 1 year.

• (11) Unit Nos. 1510, 1511, Portion A and Portion B of 1512 of the Properties are currently subject to a Tenancy Agreement dated 23 March 2017 (registered via memorial no. 17032902400549) for a term of 2 years from 30 March 2017 to 29 March 2019 at a monthly rent of HK$318,636 with an option to renew for a further term of 2 years.

• (12) By virtue of the Provisional Agreement for Sale and Purchase entered into between Front Land Properties Limtied (as the “Vendor”) and Best Success Investment Limited (as the “Purchaser”, a wholly owned subsidiary of the Company) on 7 November 2017, the Vendor agreed to sell and the Purchaser agreed to acquire Unit Nos. 1501 and 1502 of the Property with a total gross floor area and saleable area of 3,999 square feet and 3,070 square feet respectively at a consideration of HK$126,752,000 of which a downpayment of HK$6,337,600 has been settled. It was agreed by both parties that the property transaction shall be completed on or before 9 February 2018.

• (13) By virtue of the Provisional Agreement for Sale and Purchase entered into between Front Land Properties Limtied (as the “Vendor”) and Force China Limited (as the “Purchaser”, a wholly owned subsidiary of the Company) on 7 November 2017, the Vendor agreed to sell and the Purchaser agreed to acquire Unit Nos. 1510, 1511, Portion A and Portion B of 1512 of the Property a total gross floor area and saleable area of 6,012 square feet and 4,620 square feet respectively at a consideration of HK$193,600,000 of which a downpayment of HK$9,680,000 has been settled. It was agreed by both parties that the property transaction shall be completed on or before 9 February 2018.

−IV-6 −

GENERAL INFORMATION

APPENDIX V

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executives of the Company and their associates in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”)) (i) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required to be entered in the register referred to therein pursuant to section 352 of the SFO; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows:

			Approximate
			percentage
			interest in the
	Capacity/	Number of	Company’s
Name of Director	Nature of interest	Shares held	issued Shares
Ms. Yeung So Lai	Interest in controlled	1,152,731,997 (L)	56.71%
(“Ms. Yeung”) (Note)	corporation
Mr. Lee Chi Shing Caesar	Interest in controlled	1,152,731,997 (L)	56.71%
(“Mr. Lee”) (Note)	corporation

(L) denotes Long Position

Note: Super Fame, which is owned as to 55% by Ms. Yeung and 45% by Mr. Lee, is the holder of 1,152,731,997 Shares. As such, Ms. Yeung and Mr. Lee were deemed to be interested in 1,152,731,997 Shares held by Super Fame.

−V-1 −

GENERAL INFORMATION

APPENDIX V

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) where were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

As at the Latest Practicable Date, so far as any Directors are aware, the interests or short positions owned by the following parties (other than the Directors or chief executives of the Company) in the Shares or underlying shares of the Company which were required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under section 336 of the SFO were as follows:

			Approximate
			percentage of the
			total issued share
	Capacity/	Number of	capital of the
Name	Nature of interest	Shares	Company
Super Fame	Beneficial owner	1,152,731,997 (L)	56.71%
Jade Treasure Global Limited	Person having a	1,152,731,997 (L)	56.71%
(“Jade Treasure”) (Note)	security interest in
	shares
Right Select International	Interest in controlled	1,152,731,997 (L)	56.71%
Limited (“Right Select”)	corporation
(Note)
China Huarong International	Interest in controlled	1,152,731,997 (L)	56.71%
Holdings Limited (“China	corporation
Huarong”) (Note)
Huarong Real Estate Co.,	Interest in controlled	1,152,731,997 (L)	56.71%
Ltd. (“Huarong Real	corporation
Estate”) (Note)

−V-2 −

GENERAL INFORMATION

APPENDIX V

			Approximate
			percentage of the
			total issued share
	Capacity/Nature of	Number of	capital of the
Name	interest	Shares	Company
China Huarong Asset	Interest in controlled	1,152,731,997 (L)	56.71%
Management Co., Ltd.	corporation
(“Huarong Asset
Management”) (Note)

(L) denotes Long Position

Note: Jade Treasure is wholly-owned by Right Select, which is in turn owned by China Huarong. China Huarong is owned as to 88.10% by Huarong Asset Management.

Save as disclosed above and as at the Latest Practicable Date, the Directors are not aware of any interests or short positions owned by any persons (other than the Directors or chief executives of the Company) in the Shares or underlying shares of the Company which were required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under section 336 of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors nor their respective close associates (as defined in the Listing Rules) was interested in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. DIRECTORS’ INTEREST IN CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to any business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2016 (being the date to which the latest published audited financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

−V-3 −

GENERAL INFORMATION

APPENDIX V

7. EXPERTS AND CONSENTS

The following is the qualification of the experts who have given opinions or advice, which is contained in this circular:

Name Qualifications BDO Limited Certified Public Accountants Asset Appraisal Limited Independent professional valuer

As at the Latest Practicable Date, each of the above experts had given and had not withdrawn their respective written consent to the issue of this circular with the inclusion herein of its letter or their names in the form and context in which they appear.

As at the Latest Practicable Date, the above experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above experts did not have any interest, either directly or indirectly, in any assets which had been since 31 December 2016 (being the date to which the latest published audited financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

8. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Group has been in litigation in relation to a claim of approximately HK$1,940,000, initiated by a renovation contractor for recovering renovation fee in default. The Group has made full provision for the claim and hence the Group did not have any contingent liabilities.

Save as disclosed above, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

9. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business of the Group) have been entered into by members of the Group within two years immediately preceding the date of this circular which are or may be material:

• (1) the sale and purchase agreement dated 18 May 2017 and entered into between Capital Wheel Holdings Limited, Mr. Yiu Chow Shun, Barry, Mr. Li Yik Wai, Kinnie and Loyalgain Corporation Limited as vendors (collectively the “ Vendors ”), Mr. Mark Anthony James Vaile, Mr. Chan Wai Lun, Anthony and Mr. Tang Yui, Ian as the guarantors, Toran

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International Limited (“ Toran ”), a wholly-owned subsidiary of the Company, as the purchaser and the Company in relation to the acquisition of 100 shares of US$1.00 each in the share capital of Speed Fame Enterprises Limited (“ Speed Fame ”) from the Vendors at a total consideration of HK$59,474,576.26, details of which are set out in the announcement of the Company dated 18 May 2017;

• (2) the deed of non-competition dated 18 May 2017 entered into by the Vendors, the Guarantors and Mr. Poon Chi Yuen in favour of Speed Fame and its subsidiaries and Toran, details of which are set out in the announcement of the Company dated 18 May 2017;

• (3) the sale and purchase agreement (the “ Wealth Long Acquisition Agreement ”) dated 29 May 2017 entered into between Hinda Enterprises Limited (“ Hinda ”), a direct wholly-owned subsidiary of the Company, as purchaser and Chan Ping Che (“ Mr. Chan ”) as vendor in relation to the acquisition of 2 ordinary shares (“ Wealth Long Sale Shares ”) of Wealth Long Limited, representing the entire issued share capital of Wealth Long, and the entire amount of the shareholder’s loan of HK$184,559,138 owing by Wealth Long to Mr. Chan (the “ Wealth Long Sale Loan ”), at the consideration of HK$185,000,000, details of which are set out in the circular of the Company dated 28 August 2017;

• (4) the put option deed dated 29 May 2017 (as amended and supplemented by the supplemental deed dated 7 August 2017) entered into between Hinda and Mr. Chan in relation to the grant by Mr. Chan to Hinda of a right to require Mr. Chan to purchase from Hinda all of the Wealth Long Sale Shares and the Wealth Long Sale Loan sold and transferred to Hinda under the Wealth Long Acquisition Agreement at a total consideration of HK$185,000,000, details of which are set out in the circular of the Company dated 28 August 2017;

• (5) the sale and purchase agreement dated 9 August 2017 and entered into between Ms. You Xuemei and Ms. Lin Yuqin as vendors and Joint Faith Enterprises Limited, an indirect wholly-owned subsidiary of the Company, as purchaser in relation to the acquisition of the entire equity interest in 深圳市前海萬客金融服務有限公司 (Shenzhen City Qianhai Wanke Financial Services Company Limited) (“ Qianhai Wanke ”) at a total consideration of RMB20,000,000, details of which are set out in the circular of the Company dated 28 August 2017;

• (6) the sale and purchase agreement dated 5 June 2017 and entered into between Mr. Fang Zhaoan and Mr. Xu Lebin as vendors and Qianhai Wanke as purchaser in relation to the acquisition of the entire equity interest in 麗江華歐房地產置業有限公司 (Lijiang Hua Ou Real Estate Company Limited) at a total consideration of RMB500,000,000, details of which are set out in the circular of the Company dated 24 November 2017;

• (7) the underwriting agreement dated 29 August 2017 and entered into among the Company and Well Link Securities Limited as underwriter in relation to the underwriting arrangement in respect of the open offer on the basis of one new Share (the “ Offer Share(s) ”) for every two existing Shares held on the record date at the subscription price of HK$0.5 per Offer Share;

• (8) the Provisional Agreements;

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• (9) the Formal Agreements; and

• (10) the loan agreement dated 3 November 2017 (as amended and supplemented by the supplemental agreement dated 1 December 2017) entered into between Superactive Finance Company Limited, an indirect wholly-owned subsidiary of the Company, as lender, and an independent third party as borrower in relation to the advance of a loan in the principal amount of HK$25,000,000 for a term from the date of drawdown to 3 January 2018.

10. CORPORATE INFORMATION OF THE GROUP

Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda Principal place of business in Room 1206, China Merchants Tower Hong Kong Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong Principal share registrar and Conyers Corporate Services (Bermuda) Limited transfer agent Clarendon House 2 Church Street Hamilton HM11, Bermuda Hong Kong branch share Tricor Secretaries Limited registrar and transfer office Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong Company secretary Mr. Luk Chi Keung (associate member of Hong Kong Institute of Certified Public Accountants)

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection from 10:00 a.m. to 12:30 p.m. and from 2:30 p.m. to 5:00 p.m. on any weekday other than Saturday, Sunday and public holidays at the head office and principal place of business in Hong Kong of the Company at Room 1206, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong for a period of 14 days from the date of this circular:

• (a) the memorandum of association and the bye-laws of the Company;

• (b) the annual reports of the Company for the year ended 30 September 2014, the fifteen months ended 31 December 2015 and the year ended 31 December 2016;

• (c) the assurance report on the unaudited pro forma consolidated statement of financial position of the Group prepared by BDO Limited, the text of which is set out in Appendix III to this circular;

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• (d) the property valuation report prepared by Asset Appraisal Limited, the text of which is set out in Appendix IV to this circular;

• (e) the written consent from the experts referred to under the paragraph headed “Experts and consents” in this appendix;

• (f) copy of each of the material contracts referred to in the paragraph headed “Material contracts” of this appendix;

• (g) the circular of the Company dated 28 August 2017;

• (h) the circular of the Company dated 24 November 2017; and

• (i) this circular.

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