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

Aug 28, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed registered dealer in securities, bank manager, solicitor, professional accountants or other professional advisers.

If you have sold or transferred all your shares in Superactive Group Company Limited, you should at once hand this circular to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 TRANSACTIONS

IN RELATION TO (1) THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF

WEALTH LONG LIMITED AND THE SALE LOAN; AND

(2) EXERCISE OF PUT OPTION — DISPOSAL OF

THE ENTIRE ISSUED SHARE CAPITAL OF WEALTH LONG LIMITED AND THE LOAN

Capitalised terms used in this cover shall have the same meanings as those defined in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 4 to 12 of this circular.

28 August 2017

CONTENTS

			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	—	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . .	I-1
APPENDIX II	—	FINANCIAL INFORMATION OF WEALTH LONG . . . . . . . . . . . .	II-1
**APPENDIX III **	—	MANAGEMENT DISCUSSION AND ANALYSIS OF
		WEALTH LONG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	—	UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
		THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V	—	PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . .	V-1
APPENDIX VI	—	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1

−i −

DEFINITIONS

In this circular, the following terms and expressions shall have the meanings set out below unless the context requires otherwise:

• “Acquisition”

the acquisition of the Sale Shares and the Sale Loan by the Purchaser pursuant to the Sale and Purchase Agreement

“Board”

the board of 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)

“Completion” completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement

• “Completion Date” 29 May 2017, on which the Completion takes place

• “Conditions” the conditions precedent to Completion

“connected persons” has the meaning as ascribed to it under the Listing Rules

• “Consideration” HK$185,000,000, paid by the Purchaser to the Vendor by way of cash for the Acquisition pursuant to the Sale and Purchase Agreement

“Deposit” a sum of HK$50 million paid by the Purchaser to the Vendor upon the signing of the MOU

• “Director(s)” the director(s) of the Company

• “Enlarged Group” the Group and Wealth Long

• “Group” the Company and its subsidiaries excluding, for the purpose of this circular, Wealth Long

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Third Party” party independent of and not connected with the Company and its connected persons

• “Latest Practicable Date” 21 August 2017, being the latest practicable date prior to despatch of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

−1 −

DEFINITIONS

“Loan”

the entire amount of the shareholder’s loan of HK$184,559,138 due from Wealth Long to the Purchaser as at the date of the Put Option Deed

• “MOU” the memorandum of understanding dated 13 February 2017 entered into between the Purchaser and the Vendor relating to the Acquisition

• “Option Shares”

• 2 ordinary shares of Wealth Long, representing the entire issued share capital of Wealth Long and are beneficially owned by the Purchaser as at the date of the Put Option Deed

• “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

• “Property”

• 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)

“Purchaser”

Hinda Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly-owned subsidiary of the Company

• “Put Option” the right of the Purchaser to require the Vendor to purchase from the Purchaser all of the Sale Shares and the Sale Loan sold and transferred to the Purchaser under the Sale and Purchase Agreement pursuant to the terms and conditions of the Put Option Deed

• “Put Option Deed” the deed entered into on Completion between the Vendor and the Purchaser relating to the grant of the Put Option by the Vendor to the Purchaser (as amended by the Suppemental Deed on 7 August 2017)

• “Put Option Period”

• the period of 90 days after the date of the Put Option Deed

• “Put Option Price” the aggregate amount of HK$185,000,000

• “Sale and Purchase Agreement”

• the sale and purchase agreement dated 29 May 2017 entered into between the Purchaser and the Vendor relating to the Acquisition

“Sale Loan”

• the entire amount of the shareholder’s loan of HK$184,559,138 owing by Wealth Long to the Vendor as at the Completion Date

−2 −

DEFINITIONS

“Sale Shares” 2 ordinary shares of Wealth Long, representing the entire issued share capital of Wealth Long “Share(s)” ordinary shares of HK$0.10 each in the share capital of the Company “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Deed” a supplemental deed dated 7 August 2017 entered into between the Vendor and the Purchaser for amending certain terms of the Put Option Deed “Vendor” Chan Ping Che, a natural person and an Independent Third Party “Wealth Long” Wealth Long Limited (財順有限公司), a company incorporated in Hong Kong with limited liability and the sole legal and beneficial owner of the Property “sqft” square feet

−3 −

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 (Chairman) Mr. Lee Chi Shing Caesar (Deputy Chairman)

Independent non-executive Directors:

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

Mr. Chiu Sze Wai Wilfred

Mr. Chow Wai Leung William Ms. Hu Gin Ing

Principal place of business in Hong Kong: Room 1206, China Merchants Tower Shun Tak Centre 168-200 Connangut Road Central Sheung Wan Hong Kong

28 August 2017

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTIONS IN RELATION TO (1) THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF WEALTH LONG LIMITED AND THE SALE LOAN; AND (2) EXERCISE OF PUT OPTION — DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF WEALTH LONG LIMITED AND THE LOAN

INTRODUCTION

References are made to the Company’s announcements dated 29 May 2017, 7 August 2017 and 8 August 2017.

−4 −

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further details of the Acquisition and the transactions contemplated thereunder; (ii) further details of the exercise of Put Option; and (iii) such other information as required by the Listing Rules.

I. ACQUISITION

On 29 May 2017, the Purchaser entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition. Completion of the sale and purchase of the Sale Shares and the Sale Loan took place on 29 May 2017 and the parties executed the Put Option Deed on the same date.

As the Completion Date of the Acquisition is the same as the completion date of the purchase of the Property by Wealth Long, which is a commercial term between the Vendor and the Company, it takes time for the parties to proceed and for the Vendor to prove the good title of the Property.

The Put Option Deed executed on Completion grants the Group the Put Option to require the Vendor to purchase from the Group the Sale Shares and the Sale Loan at the Put Option Price equivalent to the Consideration for the Acquisition during the Put Option Period on and subject to the terms in the Put Option Deed. The Company considers that the Put Option is sufficient to protect the Company’s interest and is fair and reasonable and in the interest of the Company and its shareholders.

Shareholders please note that the Group will no longer hold any interest in Wealth Long after completion of the Put Option. Details of the Sale and Purchase Agreement and the Acquisition as set out below are for Shareholders’ information only.

PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

Date

29 May 2017

Vendor

Chan Ping Che

Purchaser

Hinda Enterprises Limited

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, the Vendor is an Independent Third Party.

Assets acquired

The assets acquired under the Sale and Purchase Agreement comprises (i) the Sale Shares, being the entire issued share capital of Wealth Long; and (ii) the Sale Loan, being the shareholder’s loan owed by Wealth Long to the Vendor amounting to HK$184,559,138.

−5 −

LETTER FROM THE BOARD

The Vendor assigned and the Purchaser took assignment of all the rights, title, benefits and interest of the Vendor in the Sale Loan free from all encumbrances with effect from Completion.

The information regarding Wealth Long is set out in the paragraph headed “Information of Wealth Long and the Property” below.

Conditions Precedent

The Sale and Purchase Agreement was conditional on the fulfilment of the following Conditions on or prior to the Completion Date:

1. there having been no breach of any of the representations, warranties, undertakings made or given by the Vendor under the Sale and Purchase Agreement from the date of the Sale and Purchase Agreement up to and inclusive of the Completion Date; and

2. approval having been obtained from Super Fame Holdings Limited, the controlling shareholder of the Company for approving the Sale and Purchase Agreement, and the transactions contemplated thereunder pursuant to the Listing Rules.

The Conditions have been fulfilled as at the date of the Sale and Purchase Agreement, i.e. 29 May 2017.

Consideration of Acquisition

The Consideration for the Acquisition is HK$185,000,000. It was paid in cash by internal resources of the Group by the Purchaser to the Vendor in the following manner:

• (1) the Deposit which has been paid to the Vendor upon the signing of the MOU on 13 February 2017 forming part of the Consideration upon Completion; and

• (2) the balance of the Consideration was paid to the Vendor at Completion on 29 May 2017.

The Consideration was determined based on normal commercial terms and arrived at after arm’s length negotiations between the Purchaser and the Vendor, having considered the valuation of the Property at HK$185,000,000 as at 8 March 2017 by an independent professional valuer.

Completion

As all the Conditions were fulfilled, the Completion took place on 29 May 2017.

Other provisions

Pursuant to the Sale and Purchase Agreement, within 80 days after the Completion Date, the Vendor shall show and prove that Wealth Long is able to give good title to the Property and the Vendor shall show and prove the title of Wealth Long to the Property in accordance with sections 13 and 13A of the Conveyancing and Property Ordinance (Chapter 219 of the Laws of Hong Kong).

−6 −

LETTER FROM THE BOARD

If the Purchaser in its reasonable opinion considers that the Vendor fails to show and prove the good title of Wealth Long to the Property in accordance with the Sale and Purchase Agreement, the Purchaser shall be entitled to exercise the Put Option under the Put Option Deed.

The Put Option Deed

The Vendor and the Purchaser executed the Put Option Deed on Completion. According to the Put Option Deed, the Vendor grants to the Purchaser the Put Option to require the Vendor to purchase from the Purchaser the Sale Shares and the Sale Loan at the Put Option Price during the Put Option Period on and subject to the terms in the Put Option Deed.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Directors undertake strategic reviews of its assets from time to time with a view to maximising returns to the Shareholders. The Directors considered that the Acquisition provided an attractive opportunity for the Company to enhance its future development and strengthen its revenue bases. An application form has been submitted to the Food and Environmental Hygiene Department for the operation of the afterlife services business to be carried out in the Property.

The Directors considered that the Acquisition and the transactions contemplated thereunder were on normal commercial terms and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES (THE ACQUISITION)

As certain applicable percentage ratios (as defined in the Listing Rules) for the Acquisition exceed 25% but all are less than 100% for the Company, the Acquisition constituted a major transaction for the Company and was subject to the announcement, reporting and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 14.44 of the Listing Rules, (i) as no Shareholder has material interest in the Acquisition, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition; and (ii) the Company has obtained a written approval dated 29 May 2017 from Super Fame Holdings Limited, being the controlling Shareholder, holding 768,487,998 shares of the Company (representing approximately 56.71% of the issued share capital of the Company) for the approval of the Acquisition. As a result, no special general meeting will be convened by the Company to approve the Acquisition.

II. EXERCISE OF PUT OPTION

As disclosed in the Company’s announcement dated 8 August 2017, the Purchaser served the notice to exercise the Put Option to request the Vendor to purchase from the Purchaser the Option Shares and Loan.

A summary of the principal terms of the Put Option Deed (as amended by the Supplemental Deed) is set out below.

−7 −

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE PUT OPTION DEED (as amended by the Supplemental Deed)

Date

29 May 2017 (as amended on 7 August 2017)

Vendor

Chan Ping Che

Purchaser

Hinda Enterprises Limited

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Vendor is an Independent Third Party.

Subject Matter

Pursuant to the Put Option Deed, the Vendor grants to the Purchaser the Put Option to require the Vendor to purchase from the Purchaser the Option Shares (representing the entire issued share capital of Wealth Long) and the Loan at the Put Option Price during the Put Option Period on and subject to the terms in the Put Option Deed.

Put Option Period

The period of 90 days after the date of the Put Option Deed.

Put Option Price and basis of determination of the Put Option Price

The Put Option Price is HK$185,000,000 and is payable in cash by the Vendor to the Purchaser within one month from the date of the Put Option Notice.

The Put Option Price was determined based on normal commercial terms and arrived at after arm’s length negotiations between the Purchaser and the Vendor, having considered the Consideration paid by the Purchaser for the Acquisition. The Directors considered that the Put Option Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EXERCISE OF PUT OPTION

On 8 August 2017, the Purchaser served the notice to exercise the Put Option (“Put Option Notice”) to request the Vendor to purchase from the Purchaser the Option Shares and Loan at the Put Option Price on and subject to the terms of the Put Option Deed.

−8 −

LETTER FROM THE BOARD

COMPLETION OF PUT OPTION

Completion of the exercise of Put Option shall take place within one month from the date of the Put Option Notice, which is expected to be on or before 7 September 2017.

After the completion of the Put Option, the Group will cease to hold any interest in Wealth Long.

REASONS FOR AND BENEFITS OF THE EXERCISE OF THE PUT OPTION

Having considered the management has doubt to the good title of Wealth Long to the Property and the approval of the amendment to the outline zoning plan to rezone the project site from “Industrial” to “Other Specified Uses” annotate “Funeral Parlour and Green Funeral Facility”, is too remote than expected, the Directors are of the view that the exercise of the Put Option allows the Group to utilise the net proceeds for financing other future potential investment opportunities and/or general working capital of the Group.

The terms of the Put Option Deed and the Put Option Price were determined after arm’s length negotiations between the parties thereto and the Directors are of the view that the exercise of the Put Option and the transactions contemplated thereunder are on normal commercial terms and is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS (THE EXERCISE OF PUT OPTION)

As certain applicable percentage ratios (as defined in the Listing Rules) for the exercise of the Put Option exceed 25% but all are less than 75% for the Company, the exercise of Put Option constitutes a major transaction for the Company and is subject to the announcement, reporting and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 14.44 of the Listing Rules, (i) as no Shareholder has material interest in the Put Option, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the exercise of the Put Option; and (ii) the Company has obtained a written approval dated 8 August 2017 from Super Fame Holdings Limited, being the controlling Shareholder, holding 768,487,998 shares of the Company (representing approximately 56.71% of the issued share capital of the Company) for the approval of the exercise of Put Option. As a result, no special general meeting will be convened by the Company to approve the exercise of Put Option.

−9 −

LETTER FROM THE BOARD

III. FURTHER INFORMATION ABOUT THE PARTIES, WEALTH LONG AND FINANCIAL EFFECT

INFORMATION OF THE GROUP

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

INFORMATION OF THE PURCHASER

The Purchaser is a company incorporated in the British Virgin Islands with limited liability and is a direct wholly-owned subsidiary of the Company. The Purchaser is principally engaged in investment holding.

INFORMATION OF THE VENDOR

To the best of knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Vendor is an Independent Third Party.

INFORMATION OF WEALTH LONG AND THE PROPERTY

Wealth Long was incorporated on 13 May 2016 and has not carried on any business other than holding the Property since its incorporation. Accordingly, from the date of incorporation of Wealth Long up to the Latest Pracdticable Date, there was no profit attributable to Wealth Long. Wealth Long is the sole legal and beneficial owner of the Property and its sole investment is the ownership of the Property. The net liabilities of Wealth Long as at 29 May 2017 are HK$7,498 and the liabilities of Wealth Long consist of the Sale Loan. The net liabilities of Wealth Long as at 31 July 2017 is approximately of HK$1,033,000 and the liabilities of Wealth Long consist of the Loan.

The Property is situated at Nos.13-15 Wing Kei Road and Nos. 20-22 Wing Lap Street, Kwai Chung, New Territories, Hong Kong. It was completed in 1981. The Property is a 16-storey serviced industrial building with site area of approximately 5,622 sqft..

The Property was acquired by Wealth Long at HK$170,000,000 under a sale and purchase agreement dated 17 June 2016 (“Previous Acquisition”) and the balance of the consideration was settled on 29 May 2017 by shareholder’s loan, which is the same date as the Sale and Purchase Agreement.

−10 −

LETTER FROM THE BOARD

Major terms of the Previous Acquisition are as follow:

Date: 17 June 2016 (the formal sale and purchase agreement); 7 April 2017 (the supplemental agreement) Vendor: Yau Fook Hong Company Limited Purchaser: Wealth Long Limited Consideration: HK$170,000,000 Settlement method: Bank transfer Conditions precedent: Not applicable Completion date: 29 May 2017

INTENTION OF THE GROUP

The Company intends to continue its existing businesses. As at the Latest Practicable Date, the Company has no intention, negotiation, agreement, arrangement and understanding (concluded or otherwise) about any disposal, scaling-down and/or termination of its existing businesses and/or major operating assets. Apart from the MOU, the Sale and Purchase Agreement and the Put Option Deed, there is no other agreement, understanding or arrangement between the Company and/or its connected person and the Vendor and/or his associates.

FINANCIAL EFFECTS ON THE ACQUISITION AND THE EXERCISE OF PUT OPTION

After completion of the Acquisition until completion of the exercise of Put Option, Wealth Long is a wholly-owned subsidiary of the Company. Accordingly, its financial results will be consolidated in the Company’s consolidated financial statements during that period. After completion of the exercise of Put Option, Wealth Long will cease to be a subsidiary of the Company and its financial results, assets and liabilities will then no longer be included in the consolidated financial statements of the Group.

As set out in the unaudited pro forma financial information of the Enlarged Group in Appendix IV to this circular, which is for illustration purpose only as the Purchaser has exercised the Put Option to dispose Wealth Long, the Acquisition should have no potential effect on the Group’s total assets and liabilities because the Group only utilised its internal resources for the expenses and costs incurred in the Acquisition. As the Property is vacant, there should be no effect on the total earnings of the Group.

−11 −

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

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

As the Purchaser has exercised the Put Option to dispose Wealth Long, the information as set out in Appendix IV is for illustration purpose only as if the Put Option was not exercised by the Purchaser.

Yours faithfully

For and on behalf of

Superactive Group Company Limited Yeung So Lai

Chairman and Executive Director

−12 −

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP

The Company is required to set out in this Circular the financial information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the year ended 30 September 2014 has been set out in pages 26 to 129 of the annual report 2014 of the Company which was posted on 24 December 2014 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the fifteen months ended 31 December 2015 has been set out in pages 28 to 105 of the annual report 2015 of the Company which was posted on 25 April 2016 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the year ended 31 December 2016 has been set out in pages 32 to 78 of the annual report 2016 of the Company which was posted on 28 April 2017 on the Stock Exchange’s website (http://www.hkexnews.hk).

2. INDEBTEDNESS STATEMENT

At the close of business on 15 July 2017, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group did not have any borrowings.

As at the close of business on 15 July 2017, the Group did not have any contingent liability.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, at the close of business on 15 July 2017, the Group did not have any other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase lease commitments, liabilities under acceptance or acceptance credit, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the financial resources available to the Group, and in the absence of unforeseen circumstances, the Group will have sufficient working capital for its requirements for at least the next 12 months from the date of this circular.

−I-1 −

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in manufacturing of consumer-electronic products, and investment in an associate which is engaged in afterlife services in Taiwan. The Group has also started to tap into new business segments such as money lending business in Hong Kong, nursery education in the PRC in the second quarter of 2017.

5. MATERIAL ACQUISITION AND PROPOSED MATERIAL ACQUISITION AFTER 31 DECEMBER 2016, BEING THE DATE ON WHICH THE LATEST PUBLISHED AUDITED CONSOLIDATED ACCOUNTS OF THE GROUP WERE MADE UP

The Group entered into a sale and purchases agreement to acquire the entire issued share capital of the Shining International Holdings Limited (“Shining”), a company licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to carry out Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities, in April 2017 at the consideration of HK$12,500,000 in cash. The acquisition of Shining would be completed upon the approval of Securities and Futures Commission. Immediately after the completion of the acquisition, the Group would commence a new business segment of financial services in Hong Kong.

The Group also entered into a sale and purchase agreement on 18 May 2017 pursuant to which the Group has agreed to purchase the entire issued share capital of Speed Fame Enterprises Limited at the consideration of HK$59,474,576.26, of which (i) HK$23,788,896.00 shall be satisfied by the Group by procuring the Company to allot and issue 36,768,000 Shares at the issue price of HK$0.647 per Share to the vendors or their respective nominee(s) or designated person(s); and (ii) HK$35,685,680.26 shall be satisfied in cash. Speed Fame Enterprises Limited and its subsidiaries are principally engaged in the provision of nursery education in Chengdu, the PRC.

Saved as stated for the above, as disclosed in the announcement of the Company dated 9 August 2017 the Group entered into a sale and purchase agreement dated 9 August 2017 with two independent third parties (the “Vendors”) to acquire 100% equity interest in Shenzhen Qianhai Wanke Financial Services Company Limited (“Qianhai Wanke”), a company established in PRC with limited liability, to diversify its business to property development and investment business. Before the Group’s acquisition, Qianhai Wanke has entered into a sale and purchase agreement with two independent third parties (the “Project Vendors”) for the acquisition of the entire equity interest in Lijiang Hua Ou Real Estate Company Limited (the “Project Company”), a company established in the PRC with limited liability. The Project Company is engaged in the underground walkway and civil defense project located in Minzhu Road and Fuhui Road, Lijiang city, Yunan province, the PRC (the “Underground Walkway Project”). The consideration for the acquisition of Qianhai Wanke payable by the Group shall be RMB20,000,000, which shall be payable to the Vendors on the date falling two years from the date of signing of the sale and purchase agreement. The consideration was arrived at after arm’s length negotiations between the Group and the Vendors after taking into account (i) the assets and liabilities arrangement of the Project Company under the agreement of acquisition the Project Company; (ii) the capital commitment of Qianhai Wanke under the agreement of acquisition the Project Company; (iii) the value of the Underground Walkway Project and (iv) the construction of the Underground Walkway Project having been completed and the Project Company being able to recover its investment and obtain a reasonable return within a short period of time.

−I-2 −

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In order to improve the financial position of the Group, the Group proposes to raise approximately HK$338.8 million by way of open offer from the Shareholders for the Underground Walkway Project. As at the date of this circular, no definitive agreement has been entered into these regards. Further announcement will be made by the Company as and when appropriate.

The aggregate of the remuneration payable to and benefits in kind receivable by the Directors will not be varied in consequence of such acquisition.

−I-3 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

The following is the text of a report set out on pages II-1 to II-16, received from the Company’s reporting accountants, BDO Limited, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this Circular.

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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION

TO THE DIRECTORS OF SUPERACTIVE GROUP COMPANY LIMITED (THE “COMPANY”)

Introduction

We report on the historical financial information of Wealth Long Limited (“Wealth Long”) set out on pages II-3 to II-16, which comprises the statements of financial position as at 31 December 2016 and 31 March 2017 and the statements of profit or loss and other comprehensive income, the statements of changes in equity and the statements of cash flows for the period from 13 May 2016 (date of incorporation) to 31 December 2016 and the three months ended 31 March 2017 (the “Relevant Periods”) and a summary of significant accounting policies and other explanatory information (together the “Historical Financial Information”). The Historical Financial Information set out on pages II-3 to II-16 forms an integral part of this report, which has been prepared for inclusion in the circular of the Company dated 28 August 2017 (the “Circular”) in connection with, inter alia, the proposed acquisition of the entire issued share capital of Wealth Long and the Sale Loan as defined in the Circular.

Directors’ responsibility for the Historical Financial Information

The directors of Wealth Long are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with all applicable Hong Kong Financial Reporting Standards (“HKFRSs”), Hong Kong Accounting Standards (“HKASs”) and Intepretations (hereinafter collectively referred to as the “HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and for such internal control as the directors determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibility

Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200, “Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by the HKICPA. This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

−II-1 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of Historical Financial Information that gives a true and fair view in accordance with HKFRS in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical 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, the Historical Financial Information gives, for the purposes of the accountants’ report, a true and fair view of Wealth Long’s financial position as at 31 December 2016 and 31 March 2017 and of Wealth Long’s financial performance and cash flows for the Relevant Periods in accordance with HKFRS.

Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

Adjustments

In preparing the Historical Financial Information, no adjustments to the financial statements of Wealth Long for the Relevant Periods (the “Underlying Financial Statements”) as defined on page II-3 have been made.

BDO Limited

Certified Public Accountants

Li Pak Ki

Practising Certificate Number: P01330

Hong Kong, 28 August 2017

−II-2 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

HISTORICAL FINANCIAL INFORMATION OF WEALTH LONG

Preparation of Historical Financial Information

Set out below is the Historical Financial Information which forms an integral part of this accountants’ report.

The Underlying Financial Statements, on which the Historical Financial Information is based, were prepared in accordance with HKFRS issued by the HKICPA. The Underlying Financial Statements were audited by us in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Historical Financial Information is presented in Hong Kong Dollar (“HK$”) and all values are rounded to the nearest thousand (HK$’000) except when otherwise indicated.

−II-3 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

		Period from
		13 May 2016
		(date of
		incorporation) to	Three months
		31 December	ended 31 March
		2016	2017
	Note	HK$’000	HK$’000
Revenue	6	—	—
Preliminary expenses		7	—
Loss before income tax expense	7	7	—
Income tax expense	9	—	—
Loss and total comprehensive income for the period		7	—

−II-4 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

STATEMENT OF FINANCIAL POSITION

31 Note Non-current assets Deposit and prepayments 10 Total non-current assets Current liabilities Amount due to a shareholder 12 Total current liabilities Net liabilities Equity Share capital 13 Accumulated losses Total deficits	As at December 2016 HK$’000 31,552 31,552 31,559 31,559 (7) — (7) (7)	As at 31 March 2017 HK$’000 31,552 31,552 31,559 31,559 (7) — (7) (7)

−II-5 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

STATEMENT OF CHANGES IN EQUITY

For the Relevant Periods

Note Issue of shares upon incorporation 13 Loss and the comprehensive income for the period Balance as at 31 December 2016 and 1 January 2017 Loss and the comprehensive income for the period Balance as at 31 March 2017	Share capital Accumulated losses HK$’000 HK$’000 — — — (7) — (7) — — — (7)	Total HK$’000 — (7) (7) — (7)

−II-6 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

STATEMENT OF CASH FLOWS

	Period from
	15 May 2016
	(date of
	incorporation)	Three months
	to 31 December	ended 31 March
	2016	2017
	HK$’000	HK$’000
OPERATING ACTIVITY
Loss before income tax	(7)	—
NET CASH USED IN OPERATING ACTIVITY	(7)	—
INVESTING ACTIVITY
Deposit and prepayments for purchase of property, plant and
equipment	(31,552)	—
NET CASH USED IN INVESTING ACTIVITY	(31,552)	—
FINANCING ACTIVITY
Increase in amount due to a shareholder	31,559	—
NET CASH GENERATED FROM FINANCING ACTIVITY	31,559	—
NET MOVEMENT IN CASH AND CASH EQUIVALENTS	—	—
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD	—	—
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD	—	—

−II-7 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

NOTES TO HISTORICAL FINANCIAL INFORMATION

1. INFORMATION ABOUT WEALTH LONG

Wealth Long was incorporated in Hong Kong as a limited liability company on 13 May 2016. The address of its registered office and principal place of business is Unit 412, 28 Connaught Road West, Hong Kong.

Wealth Long has not carried on any business activity since its incorporation save for the acquisition of the serviced industrial building.

2. BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMAITON

The Historical Financial Information has been prepared in accordance with all applicable HKFRS issued by HKICPA. In addition, the Historical Financial Information includes applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Historical Financial Information has been prepared under the historical cost basis.

The Historical Financial Information relating to the Relevant Periods included in this Circular is not Wealth Long’s statutory annual financial statements for the Relevant Periods. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Companies Ordinance is as follows:

As Wealth Long is a private company, Wealth Long is not required to deliver its financial statements to the Registrar of Companies, and will not do so.

Wealth Long’s auditor has yet to report on these financial statements.

3. ADOPTION OF NEW OR REVISED HKFRS

For the purpose of preparing and presenting the Historical Financial Information for the Relevant Periods, Wealth Long has applied all HKFRS issued by the HKICPA which are effective for the period beginning on 1 January 2017.

At the date of this report, the HKICPA has issued the following revised HKFRS, potentially relevant to the Historical Financial Information, but are not yet effective and have not been early adopted by Wealth Long:

HKFRS 9 (2014) Financial Instruments[1]

1 Effective for annual periods beginning on or after 1 January 2018

−II-8 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

HKFRS 9 — Financial Instruments

HKFRS 9 introduces new requirements for the classification and measurement of financial assets. Debt instruments that are held within a business model whose objective is to hold assets in order to collect contractual cash flows (the business model test) and that have contractual terms that give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding (the contractual cash flow characteristics test) are generally measured at amortised cost. Debt instruments that meet the contractual cash flow characteristics test are measured at fair value through other comprehensive income (“FVTOCI”) if the objective of the entity’s business model is both to hold and collect the contractual cash flows and to sell the financial assets. Entities may make an irrevocable election at initial recognition to measure equity instruments that are not held for trading at FVTOCI. All other debt and equity instruments are measured at fair value through profit or loss (“FVTPL”).

HKFRS 9 includes a new expected loss impairment model for all financial assets not measured at FVTPL replacing the incurred loss model in HKAS 39 and new general hedge accounting requirements to allow entities to better reflect their risk management activities in financial statements.

HKFRS 9 carries forward the recognition, classification and measurement requirements for financial liabilities from HKAS 39, except for financial liabilities designated at FVTPL, where the amount of change in fair value attributable to change in credit risk of the liability is recognised in other comprehensive income unless that would create or enlarge an accounting mismatch. In addition, HKFRS 9 retains the requirements in HKAS 39 for derecognition of financial assets and financial liabilities.

The directors of Wealth Long preliminary assess that the adoption of the above HKFRS will not have a material impact on the financial position and performance of Wealth Long.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Financial Instruments

(i) Financial assets

Wealth Long classifies its financial assets at initial recognition, depending on the purpose for which the asset was acquired.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They incorporate other types of contractual monetary asset. Subsequent to initial recognition, they are carried at amortised cost using the effective interest method, less any identified impairment losses.

−II-9 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

(ii) Impairment loss on financial assets

Wealth Long assesses, at the end of reporting period, whether there is any objective evidence that financial asset is impaired. Financial asset is impaired if there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated.

Loans and receivables

An impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. The carrying amount of financial asset is reduced through the use of an allowance account. When any part of financial asset is determined as uncollectible, it is written off against the allowance account for the relevant financial asset.

(iii) Financial liabilities

Financial liabilities at amortised cost are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost, using the effective interest method. The related interest expense is recognised in profit or loss.

Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through the amortisation process.

(iv) Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income or interest expense over the Relevant Periods. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability, or where appropriate, a shorter period.

(v) Equity instruments

Equity instruments issued by Wealth Long are recorded at the proceeds received, net of direct issue costs.

(vi) Derecognition

Wealth Long derecognises a financial asset when the contractual rights to the future cash flows in relation to the financial asset expire or when the financial asset has been transferred and the transfer meets the criteria for derecognition in accordance with HKAS 39.

−II-10 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

Financial liabilities are derecognised when the obligation specified in the relevant contract is discharged, cancelled or expires.

(b) Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when Wealth Long has a legal or constructive obligation arising as a result of a past event, which it is probable will result in an outflow of economic benefits that can be reliably estimated.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, the existence of which will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(c) Related parties

• (a) A person or a close member of that person’s family is related to Wealth Long if that person:

• (i) has control or joint control over Wealth Long;

• (ii) has significant influence over Wealth Long; or

• (iii) is a member of key management personnel of Wealth Long or Wealth Long’s parent.

• (b) An entity is related to Wealth Long if any of the following conditions apply:

• (i) The entity and Wealth Long are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

• (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

• (iii) Both entities are joint ventures of the same third party.

• (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

• (v) The entity is a post-employment benefit plan for the benefit of the employees of Wealth Long or an entity related to Wealth Long.

• (vi) The entity is controlled or jointly controlled by a person identified in (a).

−II-11 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

• (vii) A person identified in (a)(i) has significant influence over the entity or is a member of key management personnel of the entity (or of a parent of the entity).

• (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to Wealth Long or to Wealth Long’s parent.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity and include:

• (i) that person’s children and spouse or domestic partner;

• (ii) children of that person’s spouse or domestic partner; and

• (iii) dependents of that person or that person’s spouse or domestic partner.

5. ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of Wealth Long’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of loans and receivables

Wealth Long assessed at the end of the reporting period whether there is any objective evidence that a loan and receivable is impaired. To determine whether there is objective evidence of impairment, Wealth Long considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future free cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics.

6. REVENUE

Wealth Long did not generate any revenue during the Relevant Periods.

−II-12 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

7. LOSS BEFORE INCOME TAX EXPENSE

				Period from	Period from
				**15 **	May 2016
					(date of
				incorporation)
					to	Three months
				**31 **	December		ended 31
					2016	March 2017
					HK$’000		HK$’000
Loss before income tax expense		has	been arrived at after
charging:
Auditor’s remuneration					—		—
Preliminary expenses					7		—
DIRECTORS’ EMOLUMENTS
			Relevant Periods
			Basic salaries,
			housing
			benefits, other	Share-
			allowances and	based	Pension
		Fee	benefits in kind	payment	contributions		Total
	HK$’000		HK$’000	HK$’000	HK$’000		HK$’000
Directors:
Mr. Chan Ping Che
(appointed on
27 May 2016)		—	—	—		—	—
Ms. Liu Zin Yin
(appointed on
13 May 2016 and
resigned on 27 May
2016)		—	—	—		—	—
		—	—	—		—	—

8. DIRECTORS’ EMOLUMENTS

The directors, Mr. Chan Ping Che and Ms. Liu Zin Yin, of Wealth Long, did not waive any emoluments for the Relevant Periods.

9. INCOME TAX EXPENSE

No Hong Kong profits tax has been provided for the Relevant Periods as Wealth Long had no assessable profits arising in Hong Kong for the Relevant Periods.

−II-13 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

10. DEPOSIT AND PREPAYMENTS

The deposit of HK$17,000,000 and prepayments of HK$14,552,000 represent the purchase consideration of the serviced industrial building paid pursuant to the terms of the sale and purchase agreement dated 17 June 2016 and the capitalised incidental cost of acquisition of the property respectively. The incidental cost of acquisition of the property comprised legal fee of HK$102,000 and stamp duty of HK$14,450,000.

11. DIVIDEND

Wealth Long did not pay or declare any dividend during the Relevant Periods.

12. AMOUNT DUE TO A SHAREHOLDER

The amount which is due to Mr. Chan Ping Che is used to finance the deposit and the prepayments for the acquisition of the serviced industrial building as set out in note 10 and the operating expenses for the Relevant Periods is unsecured, interest-free and repayable on demand.

13. SHARE CAPITAL

31 Issued and fully paid: 2 ordinary shares	As at December 2016 HK$’000 —	As at 31 March 2017 HK$’000 —

As the issued share capital is HK$2 which is less than HK$1,000, it is presented as nil balance.

14. RELATED PARTY TRANSACTIONS

Details of the balance with the related party as at 31 December 2016 and 31 March 2017 are set out in note 12 to the Historical Financial Information. Members of key management personnel of Wealth Long during the Relevant Periods comprised the directors of Wealth Long whose emoluments are set out in note 8 to the Historical Financial Information.

Wealth Long did not have any other transactions with related parties during the Relevant Periods.

15. FINANCIAL RISK MANAGEMENT

The main risk arising from Wealth Long’s financial instruments in the normal course of Wealth Long’s business is liquidity risk.

−II-14 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

The maturity profile of Wealth Long’s financial liabilities as at 31 December 2016 and 31 March 2017, based on the contractual undiscounted cash flows is as follows:

					**On **	demand
						HK$’000
Amount	due	to	a	shareholder		31,559

16. CAPITAL RISK MANAGEMENT

Wealth Long’s objective of managing capital is to safeguard its ability to continue as a going concern, to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Wealth Long actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholders’ returns. Wealth Long currently does not adopt any dividend policy.

As at 31 December 2016 and 31 March 2017, Wealth Long was in capital deficiencies of HK$7,000. The capital structure of Wealth Long consists of equity attributable to owners of Wealth Long, comprising share capital and accumulated losses.

17. SUMMARY OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES BY CATEGORY

The carrying amounts presented in the statement of financial position of Wealth Long relate to the following categories of financial assets and financial liabilities:

31 Financial assets Loans and receivable: - Deposit Financial liabilities Financial liabilities measured at amortised cost - Amount due to a shareholder	As at December 2016 HK$’000 17,000 31,559	As at 31 March 2017 HK$’000 17,000
		31,559

Due to their short term nature, the carrying value of deposit and amount due to a shareholder approximates its fair value.

−II-15 −

FINANCIAL INFORMATION OF WEALTH LONG

APPENDIX II

18. CAPITAL COMMITMENTS

As at 31 December 2016 and 31 March 2017, the capital commitments for the acquisition of serviced industrial building are HK$153,000,000.

19. SUPPLEMENTARY NOTE TO STATEMENT OF CASH FLOWS

Reconciliation of liabilities arising from financing activities:

						At 15 May		At 31 December
						2016	Cash flows	2016
						HK$’000	HK$’000	HK$’000
Amount	due	to	a	shareholder		—	31,552	31,552
					**At **	1 January		At 31 March
						2017	Cash flows	2017
						HK$’000	HK$’000	HK$’000
Amount	due	to	a	shareholder		31,552	—	31,552

20. EVENTS AFTER THE REPORTING DATE

On 29 May 2017, Wealth Long completed the purchase of the serviced industrial building.

21. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by Wealth Long in respect of any period subsequent to 31 March 2017 and up to the date of this report.

−II-16 −

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF WEALTH LONG

Wealth Long is a Hong Kong incorporated company which owns the Property. The Property is a 16-storey serviced industrial building, known as Valid Industrial Centre, which is situated at Nos. 13-15 Wing Kei Road and Nos. 20-22 Wing Lap Street, Kwai Chung, New Territories, Hong Kong.

The following is the management discussion and analysis of Wealth Long for the period from 13 May 2016 (the date of incorporation) to 31 December 2016 and the three months ended 31 March 2017 (the “periods under review”) which is prepared based on the financial information of Wealth Long set out in Appendix II to this circular.

Business and financial review

During the periods under review, Wealth Long has not carried on any business other than holding the Property.

No revenue of Wealth Long has been recognised during the period under review. The only expenses of Wealth Long incurred during the periods under review was the administrative expenses amounting to approximately HK$7,500 which was the secretarial fee to set up Wealth Long.

Capital structure, liquidity and financial resources

During the periods under review, Wealth Long funded its operations mainly by its shareholders. The assets of Wealth Long as at 31 December 2016 and 31 March 2017 was deposit and prepayments of approximately HK$31.56 million for purchasing the Property, which was non-current in nature. The amount owing by Wealth Long to its shareholder as at 31 December 2016 and 31 March 2017 was approximately HK$31.56 million and was unsecured, interest-free and has no fixed terms of repayment.

As at 31 December 2016 and 31 March 2017, the current assets of Wealth Long were HK$nil and the current liabilities of Wealth Long was approximately HK$31.56 million. The current ratio of Wealth Long, represented by current assets as a percentage of current liabilities, was 0% as at 31 December 2016 and 31 March 2017.

As at 31 December 2016 and 31 March 2017, the total assets of Wealth Long amounted to approximately HK$31.56 million and the total debt (which represents amount due to a shareholder) of Wealth Long amounted to approximately HK$31.56 million. The gearing ratio of Wealth Long, represented by total debt as a percentage of total assets, was 100% as at 31 December 2016 and 31 March 2017.

Employment and remuneration policy

Wealth Long did not employ any employees during the periods under review.

Significant investment

Save as the property investment as mentioned, there was no significant investment held by Wealth Long.

−III-1 −

APPENDIX III MANAGEMENT DISCUSSION AND ANALYSIS OF WEALTH LONG

Charge on assets

Wealth Long did not have any charge on Wealth Long’s assets as at 31 December 2016 and 31 March 2017.

Foreign Currency Exposure

As Wealth Long’s monetary assets and liabilities are all denominated in Hong Kong dollars and Wealth Long conducts its business transactions only in Hong Kong dollars, the currency risk of Wealth Long is remote and Wealth Long does not have a foreign currency hedging policy. However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure when needed.

Contingent liabilities

Wealth Long did not have any significant contingent liabilities as at 31 December 2016 and 31 March 2017.

Material acquisition and disposal

Except for the acquisition of the Property, Wealth Long did not have any material acquisition or disposal of investment during the periods under review.

Segment information

During the period from 13 May 2016 (the date of incorporation) to 31 December 2016 and the three months ended 31 March 2017, Wealth Long has not carried on any business other than holding the Property. Accordingly, no analysis of business and geographical segments is presented.

Future plans

Save as the property investment as mentioned, as at the Latest Practicable Date, there are no other proposed material investments or capital assets of Wealth Long.

−III-2 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

A. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE ENLARGED GROUP

Introduction

The following is an illustrative and unaudited pro forma consolidated statement of financial position as at 31 March 2017 (the “Unaudited Pro Forma Financial Information”) of Superactive Group Company Limited (the “Company”) and its subsidiaries (together referred to as the “Group”) and Wealth Long, which has been prepared on the basis of the notes set out below for the purpose of illustrating the effect of (i) the acquisition of the entire issued share capital of Wealth Long and the Sale Loan (the “Acquisition”) and (ii) the exercise of the Put Option to request the Vendor to purchase from the Purchaser the Option Shares and Loan at the Put Option Price as if these transactions had taken place on 31 March 2017.

The Unaudited Pro Forma Financial Information is prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2016 as set out in the Group’s published annual report dated 28 April 2017, the statement of financial position of Wealth Long as at 31 March 2017 as set out in the Accountants’ Report of Wealth Long set out in Appendix II to this Circular, after giving effect to the unaudited pro forma adjustments as described in the accompanying notes.

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 Enlarged Group that would have been attained had the Acquisition and the exercise of Put Option been completed on 31 March 2017 nor purport to predict the Group’s future financial position of operations.

The Unaudited Pro Forma Financial Information should be read in conjunction with the historical financial information of the Group as set out in the published annual report of the Group for the year ended 31 December 2016, the Accountants’ Report on Wealth Long as set out in Appendix II to this Circular, and other financial information included elsewhere in the Circular.

The unaudited pro forma consolidated statement of financial position as at 31 March 2017 set out in this Circular does not constitute the Company’s statutory annual consolidated financial statements for the year ended 31 March 2017 but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Companies Ordinance is as follows:

The Company has delivered these financial statements to the Registrar of Companies as required by section 662(3) of, Part 3 of Schedule 6 to, the Companies Ordinance.

The Company’s auditor has reported on these financial statements. The auditor’s report did not include a reference to any matters to which the auditor drew attention by way of emphasis; and did not contain a statement under either sections 406(2), 407(2) or (3) of the Companies Ordinance.

−IV-1 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE ENLARGED GROUP

The Group 31 December 2016 HK$’000 Note 1 Non-current assets Property, plant and equipment 4,232 Deposit and prepayments — Interest in an associate 155,317 159,549 Current assets Inventories 24,608 Trade and other receivables 35,990 Cash and cash equivalents 313,616 374,214 Current liabilities Trade and other payables 53,362 Interest-bearing bank borrowings 641 Tax payable 8,010 Amount due to a shareholder — 62,013 Net current assets/(liabilities) 312,201 Total assets less current liabilities 471,750	Wealth Long 31 March 2017 HK$’000 Note 2 — 31,552 — 31,552 — — — — — — — 31,559 31,559 (31,559) (7)	Sub-total HK$’000 4,232 31,552 155,317 191,101 24,608 35,990 313,616 374,214 53,362 641 8,010 31,559 93,572 280,642 471,743	Unaudited pro forma adjustment HK$’000 Note 3 — 153,000 — 153,000 — — — — — — — 153,000 153,000 (153,000) —	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Enlarged Group after the Acquisition HK$’000 HK$’000 Note 4 185,000 189,232 (184,552) — — 155,317 448 344,549 — 24,608 — 35,990 (185,000) 128,616 (185,000) 189,214 — 53,362 — 641 — 8,010 (184,559) — (184,559) 62,013 (441) 127,201 7 471,750	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Group after exercising the Put Option HK$’000 HK$’000 Note 6 (185,000) 4,232 — — — 155,317 (185,000) 159,549 — 24,608 185,000 220,990 — 128,616 185,000 374,214 — 53,362 — 641 — 8,010 — — — 62,013 185,000 312,201 — 471,750	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Group after exercising the Put Option HK$’000 HK$’000 Note 6 (185,000) 4,232 — — — 155,317 (185,000) 159,549 — 24,608 185,000 220,990 — 128,616 185,000 374,214 — 53,362 — 641 — 8,010 — — — 62,013 185,000 312,201 — 471,750
						159,549
						24,608 220,990 128,616
						374,214
						53,362 641 8,010 —
						62,013
						312,201
						471,750

−IV-2 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

The Group 31 December 2016 HK$’000 Note 1 Non-current liabilities Deferred tax liabilities 1,704 Net assets/ (liabilities) 470,046 Capital and Reserves Share capital 131,828 Reserves 338,218 Total equity attributable to owners of the Company 470,046	Wealth Long 31 March 2017 HK$’000 Note 2 — (7) — (7) (7)	Sub-total HK$’000 1,704 470,039 131,828 338,211 470,039	Unaudited pro forma adjustment HK$’000 Note 3 — — — — —	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Enlarged Group after the Acquisition HK$’000 HK$’000 Note 4 — 1,704 7 470,046 131,828 131,828 7 338,218 7 470,046	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Group after exercising the Put Option HK$’000 HK$’000 Note 6 — 1,704 — 470,046 — 131,828 — 338,218 — 470,046	Unaudited pro forma adjustment Unaudited pro forma consolidated statement of financial position of the Group after exercising the Put Option HK$’000 HK$’000 Note 6 — 1,704 — 470,046 — 131,828 — 338,218 — 470,046
						470,046
						131,828 338,218
						470,046

Notes

• (1) The amounts are extracted from the audited consolidated statement of financial position of the Group as at 31 December 2016 as set out in the Group’s published annual report dated 28 April 2017.

• (2) The amounts are extracted from the Accountants’ Report on Wealth Long as set out in Appendix II to this Circular.

• (3) The adjustment represents the balance of the consideration payable by Wealth Long for the acquisition of the Property of HK$153,000,000 paid on 29 May 2017. The payment of the balance of the purchase consideration of the Property by Wealth Long was financed entirely by its shareholder.

• (4) The acquisition of the entire issued share capital of Wealth Long is accounted for as an acquisition of asset since it does not meet the scope in requirement under Hong Kong Financial Reporting Standard 3 “Business Combination”. The purchase consideration of HK$185,000,000 is based on the independent professional valuation of the Property as at 26 June 2017 as set out in Appendix V to this Circular. The purchase consideration was exchanged for the entire issued share capital of Wealth Long and the Sale Loan (being the amount due to a shareholder of Wealth Long). A Put Option has been granted to the Group to require the Vendor to purchase from the Group all of the Sale Shares and the Sale Loan sold at the consideration of HK$185,000,000 under the Sale and Purchase Agreement within the period of 90 days after the date of the Put Option Deed. Management considers that the Put Option has no business value since there will be no gain or loss arising from the exercise of the Put Option given that the Consideration and the Put Option Price are identical.

−IV-3 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

• (5) In the preparation of the Unaudited Pro Forma Financial Information of the Enlarged Group, the directors of the Company have performed an impairment review of the Property to be acquired in accordance with Hong Kong Accounting Standard 36 Impairment of Assets (“HKAS 36”) and the Group’s accounting policies. Based on the impairment test, the recoverable amount of the Property was determined with reference to the valuation report dated 26 June 2017 on the fair value of the Property prepared by an independent valuer, CBRE Limited. Since the recoverable amount of the Property is not less than its carrying amount, the Company concludes there is no impairment on the Property.

The reporting accountants have conducted their work 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”. In reporting on the unaudited pro forma financial information, the reporting accountants considered that the impairment assessment of the Property made by the directors of the Company has been properly compiled on the basis stated in the Unaudited Pro Forma Financial Information of the Enlarged Group and the basis is consistent with the accounting policies adopted by the Group.

The directors of the Company confirmed that they will adopt consistent accounting policies, valuation method and principal assumptions to assess impairment of the Property in subsequent reporting periods in accordance with the requirements of HKAS 36. The Company also confirmed with its auditors that they will audit and opine on the consolidated financial statements of the Company in accordance with Hong Kong Standards on Auditing.

• (6) The aggregate amount of HK$185,000,000 is payable in cash by the Vendor to the Purchaser within one month from the date of the Put Option Notice. The Put Option Price was determined based on normal commercial terms and arrived at after arm’s length negotiations between the Purchaser and the Vendor, having considered the Consideration paid by the Purchaser for the Acquisition.

• (7) 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 and Wealth Long entered subsequent to 31 March 2017.

−IV-4 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

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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 financial position of the Group as at 31 March 2017 and related notes as set out on pages IV-1 to IV-4 of Appendix IV of the Company’s circular dated 28 August 2017 (the “Circular”) in connection with the proposed acquisition of the entire issued share capital of Wealth Long Limited (“Wealth Long”) and the entire amount of Wealth Long’s shareholder’s loan (the “Acquisition”) and the exercise of Put Option to dispose the entire issued share capital of Wealth Long and the entire amount of Wealth Long’s shareholder’s loan (the “Exercise of Put Option”). The Acquisition and the Exercise of Put Option are hereinafter collectively referred to as the “Transactions”. 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 IV-1 to IV-4 of Appendix IV of the Circular.

The unaudited pro forma financial information has been compiled by the directors of the Company to illustrate the impact of the Transactions on the Group’s consolidated financial position as at 31 March 2017 as if the Transactions had taken place at 31 March 2017. As part of this process, information about Wealth Long’s financial position has been extracted by the directors of the Company from Wealth Long’s historical financial information for the period ended 31 March 2017, on which an accountants’ report set out in Appendix II of the Circular 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.

−IV-5 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

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 Transactions would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled, in all material respect, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors of the Company 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.

−IV-6 −

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

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

Li Pak Ki

Practising Certificate Number: P01330

Hong Kong, 28 August 2017

−IV-7 −

PROPERTY VALUATION REPORT

APPENDIX V

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from CBRE Limited, an independent property valuer, in connection with their opinion of value of the Property.

CBRE Ltd

Our Reference: 17-CNHK-0239

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Suites 1204-06,12/F, 3/F & 4/F Three Exchange Square 8 Connaught Place Central, Hong Kong T 852 2820 2800 F 852 2810 0830 香港中環康樂廣場八號交易廣場第三期 十二樓1204-06室,三樓及四樓 電話 852 2820 2800 傳真 852 2810 0830

www.cbre.com.hk 地產代理(公司)牌照號碼 Estate Agent’s Licence No: C-004065

28 August 2017

The Board of Directors Superactive Group Company Limited Room 1206, China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

Dear Sirs/Madams,

Re: Valuation of the whole of Valid Industrial Centre, No. 13 Wing Kei Road, Kwai Chung, New Territories

We refer to the instruction received from Superactive Group Company Limited (the ‘’ Instructing Party “) to carry out valuation of the whole of Valid Industrial Centre, No. 13 Wing Kei Road, Kwai Chung, New Territories (the “ Property ”) owned by Wealth Long Limited with details stated in the valuation certificate attached. We confirm that we have made relevant investigations and enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such property interests as at 26 June 2017 (the “ Date of Valuation ”) for public circular purpose.

−V-1 −

PROPERTY VALUATION REPORT

APPENDIX V

Valuation Basis, Assumptions and Methodology

This valuation is prepared in accordance with the “HKIS Valuation Standards (2012 Edition)” published by the Hong Kong Institute of Surveyors. In addition to the above, this valuation has been prepared in accordance with the RICS Valuation — Professional Standards of Royal Institution of Chartered Surveyors and is complied with International Valuation Standards (IVS). We have also complied with all the requirements set out in Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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

We have valued the property interests with the Direct Comparison Approach by making reference to comparable sales evidence as available in the market. Our valuation has been made on the assumption that the Property will be sold on the open market without the benefit or burden of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which could affect the value of the Property.

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

Source of Information

We have relied to a considerable extent on information provided by the Instructing Party, particularly in respect to matters such as floor areas, occupancy/tenancies, statutory notice and all other relevant matters. No on-site measurement has been taken. All dimensions, measurements and areas are approximations.

Whilst we have taken every reasonable care both whilst examining the information provided to us and in making relevant enquiries, we have not scrutinised the original documents to verify the correctness of the information or to ascertain any subsequent amendments which may not appear on the copies handed to us. We have no reason to doubt the truth and accuracy of the information which is material to this valuation. Furthermore, we have assumed that no material facts have been omitted from the information provided to us.

We have undertaken searches at the Land Registry. We have not scrutinised the original documents to verify ownership and encumbrances or to ascertain any subsequent amendments which may not appear on the copies handed to us.

Site inspection of the Property was carried by Ms. Janice Yau (MHKIS) on 6 March 2017. Ms. Yau has over 9 years of experience in the real estate sector in Hong Kong. We have inspected the exterior and, where possible, the interior of the Property. However, we advise that we have not carried out a structural survey nor tested any of the services or facilities and are therefore unable to state that these are free from defect. We advise that we have not inspected those parts of the Property which were covered, unexposed or inaccessible and such parts have been assumed to be in reasonable condition.

−V-2 −

PROPERTY VALUATION REPORT

APPENDIX V

Valuer’s Interest

We hereby certify that the valuers are suitably qualified and authorised to practise as a valuer; does not have a pecuniary interest, financial or otherwise, that could conflict with the proper valuation of the Property (including the parties with whom our client is dealing, including the lender or selling agent, if any); accepts instructions to value the Property only from the Instructing Party.

Confidentiality and Disclaimers

This report and valuation shall be used only in its entirety and no part shall be used without making reference to the whole report. They may not be used for any purposes other than the intended purpose mentioned above. Possession of this report or any copy thereof does not carry with it the right of copying. Neither the whole nor any part of the report nor any reference to our name, our valuation and our report may be included in any document, circular or statement nor published without our prior written consent to the form and context in which they may appear.

The liability of CBRE and its directors and employees is limited to the Addressee of this report only. No accountability, obligation or liability to any third parties is accepted.

The Instructing Party agrees to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses, or liabilities, including reasonable attorneys’ fees, to which we may become subjects in connection with this engagement. Your obligation for indemnification and reimbursement shall extended to any controlling person of CBRE, including any director, officer, employee, subcontractor, affiliate or agent. In the event we are subject to any liability in connection with this engagement, regardless of legal theory advanced, such liability will be limited to three times of the amount of fees we received for this engagement.

This valuation report is provided subject to the assumptions, disclaimers, limitations and qualifications detailed throughout this report and to those included within the Assumptions, Disclaimers, Limitations & Qualifications section of this report.

We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of CBRE Limited Janice HW Yau MHKIS, RPS(GP) Director

Valuation & Advisory Services

Encl.

−V-3 −

PROPERTY VALUATION REPORT

APPENDIX V

VALUATION CERTIFICATE

Property

Description and Tenure

Particular of Occupancy

Market Value as at 26 June 2017

Valid Industrial Centre, The subject property is an industrial No. 13 Wing Kei Road, building of 16-storey completed in Kwai Chung, 1981. Ground floor is designated for New Territories parking and loading/unloading. The first floor consists of workshop and Kwai Chung Town Lot effluent treatment area for No. 351 non-domestic use. The second floor to the fifteenth floor are workshops on each floor designated for non-domestic use according to the occupation permit NT187/81.

HK$185,000,000

According to the HK$185,000,000 information provided by the Instructing Party, the (HONG KONG property is currently DOLLARS ONE vacant. HUNDRED EIGHTY FIVE MILLION)

The site area of the Lot is 5,622 sqft (522.3 sqm). The property has a gross floor area of approximately 53,407 sqft (4,961.635 sqm) according to the building plans approved on 10 January 1980.

The property is held under New Grant No. 5615 for a term of 99 years commencing from 1 July 1898 and has been statutorily extended for a term until 30 June 2047.

The Government Rent payable is 3% rateable value of the property for the time being.

Notes:

• i. The registered owner of the property is Wealth Long Limited via an assignment dated 29 May 2017 vide Memorial No. 17061601600151.

−V-4 −

PROPERTY VALUATION REPORT

APPENDIX V

• ii. The following encumbrances are registered in the land registry against the subject property:

• a) Car Park Layout Plan dated 24 June 1981 registered vide Memorial No. TW224370;

• b) Deed of Mutual Covenant dated 9 March 1982 registered vide Memorial No. TW246488;

• c) Management Agreement in favor of Hop On Management Company Limited “The Manager” dated 09 March 1982 registered vide Memorial No. TW246489;

• d) Deed of Covenant dated 13 April 1991 registered vide Memorial No. TW742267; and

• e) Agreement for Sale and Purchase in favor of Wealth Long Limited dated 17 June 2016 registered vide Memorial No. 16063001890096; and

• f) Supplemental Agreement in favour of Wealth Long Limited dated 7 April 2017 registered vide Memorial No. 17050401890099.

−V-5 −

GENERAL INFORMATION

APPENDIX VI

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. DISCLOSURE OF INTERESTS

Directors’ and chief executives’ interests in Shares

As at the Latest Practicable Date, interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) of the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) as set out in Appendix 10 to the Listing Rules to be notified to the Company and the Stock Exchange are as follows:

Interests in Shares

			Approximate
		Number	percentage of the
		of Shares	total issued share
	Capacity/Nature of	held/interested in	capital of the
Name of Directors	interest	as long positions	Company
Ms. Yeung So Lai	Interest in controlled	768,487,998	56.71%
	corporation/Corporate
	interest
	(Note 1)
Mr. Lee Chi Shing Caesar	Interest in controlled	768,487,998	56.71%
	corporation/Corporate
	interest
	(Note 2)

Notes:

1. The 768,487,998 Shares are held by Super Fame Holdings Limited. Ms. Yeung So Lai owns 55% of the entire issued share capital of Super Fame Holdings Limited and is deemed, or taken to be, interested in all the Shares held by Super Fame Holdings Limited for the purposes of the SFO. Ms. Yeung So Lai is the executive Director of the Company.

2. The 768,487,998 Shares are held by Super Fame Holdings Limited. Mr. Lee Chi Shing Caesar owns 45% of the entire issued share capital of Super Fame Holdings Limited and is deemed, or taken to be, interested in all the Shares held by Super Fame Holdings Limited for the purposes of the SFO. Mr. Lee Chi Shing Caesar is the executive Director of the Company.

−VI-1 −

GENERAL INFORMATION

APPENDIX VI

Interests in the shares of the associated corporation of the Company

			Number	Percentage
			of shares	of the total
			held/interested	issued share
		Capacity/	in associated	capital of the
Name of associated	Name of	Nature of	corporation as	associated
corporation	Director	interest	long positions	corporation
Super Fame	Ms. Yeung So Lai	Beneficial	71,500	55%
Holdings Limited		owner/
		Beneficial
		interest
	Mr. Lee Chi Shing	Beneficial	58,500	45%
	Caesar	owner/
		Beneficial
		interest

Save as disclosed above and so far as is known to the Directors, as at the Latest Practicable Date, none of the Directors or the chief executives of the Company had any interests or short positions in the Shares, underlying Shares and/or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which 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 any such Director or chief executive of the Company was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

−VI-2 −

GENERAL INFORMATION

APPENDIX VI

Substantial Shareholders’ Interests

As at the Latest Practicable Date, as far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) or entities had interests in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

			Approximate
			percentage of the
		Number of Shares	total issued share
Name of substantial	Capacity/Nature	held/interested in	capital of the
Shareholders	of interest	as long positions	Company
Super Fame Holdings	Beneficial	768,487,998	56.71%
Limited	Owner/Beneficial
	interest
	(Note 1)
Jade Treasure Global	Security interest	768,487,998	56.71%
Limited	(Note 2)
Right Select International	Interest in	768,487,998	56.71%
Limited	controlled
	corporation/Corporate
	interest
	(Note 2)
China Huarong	Interest in	768,487,998	56.71%
International Holdings	controlled
Limited	corporation/Corporate
	interest
	(Note 2)
China Huarong Asset	Interest in	768,487,998	56.71%
Management Co., Ltd	controlled
	corporation/Corporate
	interest
	(Note 2)

Notes:

1. Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar, both being executive Directors, are also directors of Super Fame Holdings Limited.

2. Jade Treasure Global Limited is wholly-owned by Right Select International Limited, which is in turn wholly-owned by China Huarong International Holdings Limited. China Huarong International Holdings Limited is owned as to 11.9% by Huarong Zhiyuan Investment & Management Co., Ltd. and 88.1% by Huarong Real Estate Co., Ltd. Huarong Zhiyuan Investment & Management Co., Ltd. and Huarong Real Estate Co., Ltd. are wholly-owned by China Huarong Asset Management Co., Ltd. Thus, each of Right Select International Limited, China Huarong International Holdings Limited, Huarong Real Estate Co., Ltd and China Huarong Asset Management Co., Ltd is deemed to be interested in 768,487,998 Shares in which Jade Treasure Global Limited has security interest.

−VI-3 −

GENERAL INFORMATION

APPENDIX VI

Save as disclosed above, and so far as is known to the Directors, as at the Latest Practicable Date, no person had an interest or a short position in Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. 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.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has a service contract with any member of the Enlarged Group which was not determinable by the Enlarged Group within one year without payment of compensation (other than statutory compensation).

5. COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

6. INTEREST IN THE ENLARGED GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE ENLARGED GROUP

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

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Enlarged Group subsisting at the date of this circular and which is significant in relation to the businesses of the Enlarged Group.

−VI-4 −

GENERAL INFORMATION

APPENDIX VI

7. MATERIAL CONTRACTS

The following contract, not being contracts in the ordinary course of business of the Enlarged Group, were entered into by the Enlarged Group within two year immediately preceding the date of this circular which is or may be material:

• (a) the sale and purchase agreement dated 9 August 2017 entered into between Ms. You Xuemei and Ms. Lin Yuqin as vendors and Joint Faith Enterprises Limited, a wholly-owned subsidiary of the Company, as purchaser in respect of 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);

• (b) a supplemental deed dated 7 August 2017 entered into between the Vendor and the Purchaser to amend certain terms of the Put Option Deed;

• (c) the Sale and Purchase Agreement;

• (d) the loan assignment dated 29 May 2017 entered into between the Vendor, the Purchaser and Wealth Long;

• (e) the deed of tax indemnity dated 29 May 2017 entered into between the Vendor, the Purchaser and Wealth Long;

• (f) the Put Option Deed dated 29 May 2017 entered into between the Vendor and the Purchaser relating to the grant of the Put Option by the Vendor to the Purchaser;

• (g) a sale and purchase agreement dated 18 May 2017 entered into between Capital Wheel Holdings Limited, Mr. Yiu Chow Shun, Barry, Mr. Li Yik Wai, Kinnie and Loyalgain Corporation Limited (the “Vendors”), Mr. Tang Yui, Ian, Mr. Chan Wai Lun, Anthony and Mr. Mark Anthony James Vaile (the “Guarantors”), Toran International Limited, a wholly-owned subsidiary of the Company, and the Company in relation to the acquisition of the entire issued share capital of Speed Fame Enterprises Limited by the Group at a consideration of HK$59,474,576.26;

• (h) 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 Enterprises Limited and its subsidiaries and Toran International Limited; and

• (i) a sale and purchase agreement dated 19 April 2017 entered into between an Independent Third Party as vendor and Best Process Investments Limited, a wholly-owned subsidiary of the Company, as purchaser in relation to the acquisition of the entire issued share capital of Shining International Holdings Limited by the Group at a consideration of HK$12,500,000;

• (j) the agreement for sale and purchase of the Property dated 17 June 2016 (as supplemented by the supplemental agreement dated 7 April 2017) entered into between Yau Fook Hong Company Limited as vendor and Wealth Long as purchaser at a consideration of HK$170,000,000.

−VI-5 −

GENERAL INFORMATION

APPENDIX VI

8. MATERIAL ADVERSE CHANGE

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

9. EXPERTS AND CONSENTS

• (a) The following is the qualification of the experts who are named in this circular or have given their opinion or advice which are contained in this circular:

Name

Qualification

CBRE Limited Independent Professional Valuer BDO Limited Certified Public Accountants

• (b) As at the Latest Practicable Date, none of CBRE Limited or BDO Limited had any shareholding interest in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (c) Each of CBRE Limited or BDO Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, opinion, report and references to its name in the form and context in which they are included.

• (d) The letter, opinion and report given by each of CBRE Limited or BDO Limited is given as of the date of this circular for incorporation in this circular. As at the Latest Practicable Date, each of CBRE Limited or BDO Limited was not interested, directly or indirectly, in any assets which have been, since 31 December 2016 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Enlarged Group, or are proposed to be acquired or disposed of by or leased to any member of the Enlarged Group.

10. GENERAL

• (a) The company secretary of the Company is Mr. Luk Chi Keung, who is an associate member of Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and the principal place of business of the Company in Hong Kong is at Room 1206, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong.

−VI-6 −

GENERAL INFORMATION

APPENDIX VI

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (d) The English text of this circular prevails over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong 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 bye-laws of the Company;

• (b) the letter from the Board, the text of which is set out on pages 4 to 12 of this circular;

• (c) the annual reports of the Company for year ended 31 December 2016 and fifteen months ended 31 December 2015;

• (d) the accountants’ report on Wealth Long issued by BDO Limited, the text of which is set out in Appendix II to this circular;

• (e) the report on the unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix IV of this circular;

• (f) the valuation report prepared by CBRE Limited, the text of which is set out in Appendix V of this circular;

• (g) the written consent referred to in the paragraph headed “Experts and Consents” in this appendix;

• (h) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

• (i) this circular.

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