Richly Field China Development Limited — Proxy Solicitation & Information Statement 2018

Jun 29, 2018

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 licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

MAJOR TRANSACTION IN RELATION TO

DISPOSAL OF 100% INTEREST IN AND SHAREHOLDER’S LOAN OWED BY RISE UP INTERNATIONAL LIMITED

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 12 of this circular. A notice convening the SGM to be held at Meeting Room of Room 1203, 12/F., China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 17 July 2018 at 3:00 p.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed herewith.

Whether or not you are able to attend and vote at the SGM in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjourned meeting (as the case may be) should you so wish.

29 June 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Valuation report on the Properties . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Business Day(s)’’

a day which is not a Saturday, a Sunday or a public holiday in Hong Kong

• ‘‘Buyer’’

TheOne Company Limited, a company incorporated in the BVI with limited liability and ultimately and beneficially wholly-owned by Mr. Huang

• ‘‘BVI’’ British Virgin Islands

• ‘‘Company’’

Superactive Group Company Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 0176)

• ‘‘Completion’’

• completion of the Disposal in accordance with the terms and conditions of the SPA

• ‘‘Consideration’’

• the total consideration for the Disposal

• ‘‘Director(s)’’

• director(s) of the Company

• ‘‘Disposal’’

the proposed disposal of the Sale Share and the Shareholder’s Loan by the Company to the Buyer pursuant to the SPA

• ‘‘Encumbrances’’

• any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing

• ‘‘Fund’’

• IT City Development Fund LP, an exempted company incorporated with limited liability under the laws of the Cayman Islands

• ‘‘Fund Subscription Announcement’’

the announcement of the Company dated 2 May 2018 in relation to the subscription of interest in the Fund

• ‘‘Group’’

the Company and its subsidiaries

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Latest Practicable Date’’ 27 June 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Long Fu’’ 龍 富 事 業 股 份 有 限 公 司 ( L o n g F u E n t e r p r i s e Corporation*), a company incorporated under the laws of Taiwan, in which Yuji owns approximately 77.75% of its total issued share capital as at the Latest Practicable Date

• ‘‘Long Stop Date’’

• 31 August 2018 or such other later date as may be agreed by the parties to the SPA in writing

• ‘‘Mr. Huang’’

• Mr. Huang Yi-Feng（黃義豐）

• ‘‘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

• ‘‘Queen Point’’

• Queen Point Limited, a company incorporated in the BVI with limited liability and beneficially wholly-owned by Mr. Huang

• ‘‘Remaining Group’’

• the Group excluding the Target Group after Completion

• ‘‘Sale Share’’

• one issued share in the issued share capital of the Target Company, representing the entire issued share capital of the Target Company as at the Latest Practicable Date

• ‘‘SFO’’

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘SGM’’

the special general meeting to be convened and held by the Company for the Shareholders to consider and, if thought fit, approve the SPA and the transactions contemplated thereunder

– 2 –

DEFINITIONS

‘‘Share(s)’’	share(s) of HK$0.10 each in the share capital of the
	Company
‘‘Shareholder’s Loan’’	the amount owed by the Target Company to the Company
	as shareholder’s loan as at the date of Completion
‘‘Shareholders’’	holders of the Shares
‘‘SPA’’	the conditional sale and purchase agreement dated 27 April
	2018 entered into between the Company and the Buyer in
	relation to the Disposal
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Taiwan’’	the Republic of China
‘‘Target Company’’	Rise Up International Limited, a company incorporated in
	the BVI with limited liability and a direct wholly-owned
	subsidiary of the Company
‘‘Target Group’’	the Target Company, Yuji and Long Fu
‘‘TWD’’	New Taiwan dollars, the lawful currency of Taiwan
‘‘Yuji’’	宇錡建設股份有限公司(Yuji Development Corporation*),
	a company incorporated in accordance with the laws of
	Taiwan
‘‘%’’	per cent

• for identification purpose only

– 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: Registered office: Ms. Yeung So Lai (Chairman) Clarendon House Mr. Lee Chi Shing Caesar (Deputy Chairman) 2 Church Street Hamilton HM 11 Independent Non-executive Directors: Bermuda Mr. Chiu Sze Wai Wilfred Mr. Chow Wai Leung William Head office and principal place Ms. Hu Gin Ing of business in Hong Kong: Room 1206, China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong 29 June 2018

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO

DISPOSAL OF 100% INTEREST IN AND SHAREHOLDER’S LOAN OWED BY RISE UP INTERNATIONAL LIMITED

INTRODUCTION

Reference is made to the announcements of the Company dated 27 April 2018 and 21 May 2018 in relation to, among others, the SPA and the transactions contemplated thereunder.

– 4 –

LETTER FROM THE BOARD

On 27 April 2018 (after trading hours), the Company and the Buyer entered into the SPA, pursuant to which the Buyer conditionally agreed to acquire from the Company and the Company conditionally agreed to sell to the Buyer the Sale Share, representing the entire issued share capital of the Target Company, and the Shareholder’s Loan at a total cash consideration of HK$214,000,000.

The purpose of this circular is to provide you with, among others, (i) further details of SPA and the transactions contemplated thereunder, (ii) the financial information of the Group, (iii) the valuation of the properties held by the Target Group and (iv) the notice of the SGM together with the form of proxy.

THE SPA

Date : 27 April 2018

• Parties : (i) the Company, as seller of the Sale Share and the Shareholder’s Loan

• (ii) TheOne Company Limited, as the buyer of the Sale Share and the Shareholder’s Loan

As at the Latest Practicable Date, Mr. Huang is the sole ultimate beneficial owner and the sole director of the Buyer. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save for 83,470,500 Shares (representing approximately 4.11% of the total number of Shares in issue) indirectly held by Mr. Huang through Queen Point, the Buyer and Mr. Huang are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

Assets to be disposed of:

Subject to the terms and conditions of the SPA, the Company shall sell and the Buyer shall acquire from the Company the Sale Share, representing the entire issued share capital of the Target Company, and the Shareholder’s Loan, free from all Encumbrances and with all rights attaching thereto (including the right to receive all dividends and distributions declared, made or paid on or after the date of the SPA and, for the avoidance of doubt, including all dividends and distributions declared but not paid on or before the date of Completion) at Completion.

As at the Latest Practicable Date, the Shareholder’s Loan amounted to approximately HK$68,999,000.

– 5 –

LETTER FROM THE BOARD

On 8 April 2014, the Group completed the acquisition of 28.84% equity interest in Yuji at a cash consideration of TWD513,728,077 from 40 independent persons (the ‘‘Yuji Vendors’’), who aggregately controlled 28.84% in Yuji (the ‘‘Acquisition’’). The Yuji Vendors then used the proceeds from the transaction to subscribe for 147,428,134 new Shares (the ‘‘Subscription Shares’’) issued for the same consideration on the same date. The cash consideration for the acquisition of Yuji was entirely financed by a bridge loan and the bridge loan was fully repaid out of the subscription monies for the Subscription Shares. In substance, the Company has issued its Shares to the Yuji Vendors in exchange for their interest in Yuji. The actual cost of investment in Yuji was therefore based on the fair market value of the Subscription Shares as at the date of Acquisition of approximately HK$95.8 million. Please refer to the circular of the Company dated 17 March 2014 and the annual report of the Company for the year ended 30 September 2014 for further details of the Acquisition.

Consideration:

The Consideration is HK$214,000,000, which shall be payable by the Buyer to the Company in the following manner:

• (i) a deposit (the ‘‘Deposit’’) in the amount of HK$21,400,000 has been paid by the Buyer to the Company upon signing of the SPA, which unless otherwise refunded in accordance with the terms and conditions of the SPA, shall be applied towards part payment of the Consideration on Completion; and

• (ii) the balance of the Consideration in the amount of HK$192,600,000 shall be paid by the Buyer to the Company upon Completion.

The Consideration was determined after arm’s length negotiation between the Company and the Buyer based on, among others, (i) the recent financial performance and position of the Target Group, (ii) the aggregate amount of the Shareholder’s Loan as at the date of the SPA being approximately HK$68,999,000, (iii) the unaudited net asset value of the Target Group of approximately HK$143.5 million as at 31 December 2017 and (iv) other commercial reasons and benefits set out in the paragraph headed ‘‘Reasons for and benefits of the Disposal’’ in this letter from the Board.

The substantial increase in the profit of the Target Group recorded during the year ended 31 December 2017 was mainly due to the increase in the number of columbarium units and cemetery plots completed and sold during the period. As it takes time for the Target Group to build and complete columbaria units and cemetery plots for sale, the Board expected that the Target Group might not be able to make as much profit in the coming years as in 2017. Therefore, the unaudited net asset value of the Target Group and the Shareholder’s Loan were taken into account in determining the Consideration.

– 6 –

LETTER FROM THE BOARD

Conditions

Completion is conditional on the fulfilment of the following conditions:

• (i) the transactions contemplated under the SPA having complied with the applicable laws of relevant jurisdiction (including but not limited to Hong Kong) and all necessary approvals, consents, clearance or waivers from all relevant governmental authorities (including but not limited to approval and regulatory authorities in Hong Kong and in particular, compliance with Rule 14.92 of the Listing Rules) having been obtained, and where any such approvals, consents, clearance or waivers is subject to conditions, such conditions being acceptable to the absolute discretion of the Company and the Buyer;

• (ii) all representations and warranties given by the Company and the Buyer under the SPA remaining true and accurate in all material respects and not misleading in any respect as of the date of Completion;

• (iii) the Company and the Buyer having performed and complied in all material respects with all agreements and obligations required by the SPA to be performed or complied with by them prior to the Completion Date;

• (iv) the Shareholders (other than those Shareholders as required under the Listing Rules to abstain from voting in the SGM approving the execution of the SPA and the transactions contemplated thereby) having passed the resolutions at the SGM of the resolution(s) approving the execution of the SPA, the relevant ancillary documents to which the Company is a party and the transactions contemplated thereunder;

• (v) there being no material adverse change in the business or the financial conditions of the members of the Target Group since the date of the SPA and up to the date of Completion;

• (vi) the Buyer, the legal or other advisers of the Buyer having completed legal, financial, business, litigation and assets due diligence review on the Target Group and being satisfied with the results of such reviews in all respects;

• (vii) the Buyer having received and satisfied in its absolute discretion (in substance and form) a legal opinion issued by a firm of lawyers qualified to practise in BVI covering matters including, among other things, the Target Company having been duly established and validly subsisting; and

– 7 –

LETTER FROM THE BOARD

• (viii) all other consents, approvals, authorisations and waivers as may be required or necessary under any instrument, contract, document or agreement to which the Company is a party or by which the Company or its assets are bound, for the sale and transfer of the Sale Share and the assignment of the Shareholder’s Loan as contemplated under the SPA and otherwise to give effect to the transactions contemplated under the SPA having been obtained and where any consent approval authorisation or waiver is subject to conditions, such conditions being fulfilled to the satisfaction of the Buyer in its sole and absolute opinion.

The representations and warranties given by the Company under the SPA relates to, among others, the capacity of the Company to enter into the SPA, the due incorporation and valid existence of the Company and the Target Group, the assets and liabilities of the Target Group, the financial statements of the Target Group and the accuracy and adequacy of information disclosed to the Buyer under the SPA. The representations and warranties given by the Buyer under the SPA relates to, among others, the capacity of the Buyer to enter into the SPA and the due incorporation and valid existence of the Buyer.

The above conditions (i) and (iv) cannot be waived. As at the Latest Practicable Date, none of the conditions above has been fulfilled.

If any of the above conditions is not fulfilled or waived prior to the Long Stop Date, the party for the benefit of whom the conditions that are not fulfilled or waived may terminate the SPA by written notice to the other party. The Company shall, within three Business Days from the date of termination of the SPA, transfer the Deposit (without interest) to the Buyer, the obligations of the parties under the SPA shall automatically terminate and no party shall have any further obligations, right to seek specific performance or other rights or liabilities against the other party under the SPA.

Completion

Completion of the Disposal shall take place within five Business Days after satisfaction (or waiver, as the case may be) of all the conditions or any other date as may be agreed by the parties to the SPA in writing.

REASONS FOR AND BENEFITS OF THE DISPOSAL

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

– 8 –

LETTER FROM THE BOARD

The Directors consider that the Disposal represents a good opportunity for the Group to realize its investment in its after-life services business at a fair and reasonable price and would provide capital to the Group in developing the business of the Remaining Group. The Disposal is opportunistic, given that the skills and experience to operate and manage after-life services business are unique and the number of buyers willing to purchase an after-life services business is probably limited.

In view of the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the SPA are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

INFORMATION ON THE BUYER

The Buyer is a company incorporated in the BVI with limited liability. The Buyer is beneficially wholly-owned by Mr. Huang, who is also the sole director of the Buyer. The Buyer is an investment holding company and has not carried on any business since its incorporation.

Mr. Huang is a business man who has experience in after-life services business.

INFORMATION ON THE TARGET GROUP

The Target Company, incorporated in August 1997 in accordance with the laws of the BVI, is a direct wholly-owned subsidiary of the Company. The Target Company is an investment holding company. Save for holding on to its investment of approximately 27.9% equity interest in Yuji which in turn owns 77.75% of the equity interest in Long Fu, the Target Company has not carried on any business since its incorporation.

Yuji, incorporated in April 2006 in accordance with the laws of Taiwan, carries on the business of after-life services in Taiwan. Long Fu, incorporated in March 2013 in accordance with the laws of Taiwan, is the sole subsidiary of Yuji and was owned as to approximately 77.75% by Yuji as at the Latest Practicable Date and is principally engaged in after-life services. The Target Group currently have four columbarium towers and/or outdoor cemetery, namely 台北私立萬壽山 墓園 (Futan Cemetery Park), 嘉雲寶城納骨堂 (Chia Yun Memorial Tower) and 台中寶山紀念墓 園 (Baoshan Memorial Zone), and 桃園私立富貴山莊墓園 (Fugan Cemetery Park) in operation.

According to the valuation conducted by Knight Frank Petty Limited, the three columbarium towers and the outdoor cemetery were valued at NTD4,161,000,000 in aggregate as at 31 March 2018.

The Target Group’s revenue was mainly contributed by the sale of columbarium units and cemetery plots.

– 9 –

LETTER FROM THE BOARD

Set out below is the summary of key unaudited combined financial information of the Target Group for the two financial years ended December 2016 and 2017:

	For the year ended	For the year ended
	31 December 2016	31 December 2017
	HK$ million	HK$ million
	(unaudited)	(unaudited)
Profit before tax	16.3	55.1
Profit after tax (Note)	13.1	44.3
Net asset value	86.8	143.5

Note: The profit after tax for the years ended 31 December 2016 and 2017 reprsented those attributable to the shareholders of the Target Group.

The increase in the profit before and after tax of the Target Group for the year ended 31 December 2017 was due to the increase in the number of completed columbarium units and cemetery plots sold during the period.

FINANCIAL EFFECTS OF THE DISPOSAL

Subject to and upon Completion, the Company will cease to have any interest in the Target Company, and each of Yuji and Long Fu will cease to be an associate of the Group.

Based on the unaudited net asset value of the Target Group as at 31 December 2017, it is estimated that the Group will record a gain of approximately HK$1,500,000 from the Disposal. The actual gain or loss as a result of the Disposal to be recorded by the Group is subject to final audit to be performed by the auditors of the Company.

Upon completion of the Disposal, the Target Company will cease to be a subsidiary of the Company and its financial result will not be consolidated into the Group’s consolidated financial statements and Yuji and Long Fu will cease to be associates of the Group and the Group’s consolidated financial result will not recognise the share of their financial results. Based on the unaudited financial information of the Target Group as at 31 December 2017 and assuming there are no substantial changes in the assets and liabilities of the Target Group until the date of Completion of the Disposal, upon the Completion of the Disposal, the total assets of the Group would decrease from HK$1,257.5 million to HK$1,249.8 million while total liabilities of the Group would decrease from HK$326.2 million to HK$313.8 million.

– 10 –

LETTER FROM THE BOARD

INTENDED USE OF PROCEEDS

The net proceeds from the Disposal, after deducting related transaction costs and expenses of approximately HK$500,000, are estimated to be approximately HK$213,500,000. It is intended that the net proceeds from the Disposal shall be used as the Remaining Group’s general working capital and funding for the capital commitment of HK$151 million for the subscription of interest in the Fund as disclosed in the Fund Subscription Announcement, the possible acquisition of 60% issued share capital in 深圳市德維斯電子有限公司 (Shenzhen Dowis Electronic Co., Ltd.*) as disclosed in the announcement of the Company dated 28 December 2017 and suitable investment opportunities in the future.

IMPLICATIONS OF THE LISTING RULES

As one or more of the applicable percentage ratios in respect of the Disposal under the Listing Rules exceed 25% but all of such ratios are less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements.

In accordance with the Listing Rules, any Shareholder who has a material interest in the SPA shall abstain from voting on the resolution(s) to approve the SPA and the transactions contemplated thereunder at the SGM. Since Queen Point, a company wholly-owned by Mr. Huang, holds 83,470,500 Shares, representing approximately 4.11% of the total number of Shares in issue as at the Latest Practicable Date, Queen Point shall abstain from voting on the proposed resolution to approve the SPA and the transactions contemplated thereunder at the SGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the SPA and the transactions contemplated thereunder which is different from other Shareholders, and thus no Shareholder is required to abstain from voting at the SGM.

As Completion is subject to the fulfillment or, if applicable, wavier of a number of conditions precedent which are detailed in this circular, the Disposal may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

• for identification purpose only

– 11 –

LETTER FROM THE BOARD

GENERAL INFORMATION

The notice convening the SGM is set out on pages SGM-1 to SGM-2 to this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend and vote at the SGM in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjourned meeting (as the case may be) should you so wish.

RECOMMENDATION

The Directors consider that the terms of the SPA are determined after arm’s length negotiations between the parties thereto and on normal commercial terms. The Directors further consider that the terms of the SPA are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the notice of SGM.

Yours faithfully

for and on behalf of the Board

Superactive Group Company Limited Yeung So Lai Chairman

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the audited consolidated financial statements of the Group for the fifteen months ended 31 December 2015 and for each of the two years ended 31 December 2016 and 31 December 2017 are disclosed in the respective annual reports of the Company published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.superactive.com.hk).

The annual report of the Company for the fifteen months ended 31 December 2015 (pages 28 to 105) published on 25 April 2016 is available at http://www.hkexnews.hk/listedco/ listconews/SEHK/2016/0425/LTN20160425395.pdf;

The annual report of the Company for the year ended 31 December 2016 (pages 32 to 78) published on 28 April 2017 is available at http://www.hkexnews.hk/listedco/listconews/SEHK/ 2017/0428/LTN20170428023.pdf; and

The annual report of the Company for the year ended 31 December 2017 (pages 32 to 78) published on 26 April 2018 is available at http://www.hkexnews.hk/listedco/listconews/SEHK/ 2018/0426/LTN20180426027.pdf.

2. INDEBTEDNESS STATEMENT

As at the close of business on 30 April 2018, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group prior to the printing of this circular, the Group had total outstanding borrowings of approximately HK$428.8 million, comprising bank borrowings of approximately HK$128.8 million (approximately HK$126.6 million was secured and guaranteed and the remaining was unsecured and guaranteed) and secured and guaranteed finance bond payables of approximately HK$300.0 million.

Save as aforesaid and apart from intra-group liabilities and normal trade and other payables, the Group did not have, at the close of business on 30 April 2018, any debt securities issued and outstanding or agreed to be issued, any outstanding bank overdrafts or loans, or other similar indebtedness, loan capital, debentures, liabilities under acceptances, acceptance credits, hire purchase or finance lease commitments, mortgages, charges, or guarantees or other material contingent liabilities.

3. WORKING CAPITAL SUFFICIENCY

The Directors are of the opinion that, after taking into account the financial resources available to the Remaining Group, including its internally generated funds, the available banking facilities and the net proceeds to be received from the Disposal, the Remaining Group has, in the absence of unforeseen circumstances, sufficient working capital for its present requirement for at least the next twelve months from the date of this circular.

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. 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 2017, being the date to which the latest published audited financial statements of the Company were made up.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

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

During the year of 2017, revenue of the Group was approximately HK$206.5 million, representing a growth of approximately 46.20% when compared with the year of 2016. Net profit before income tax was approximately HK$79.0 million. Net assets attributable to the owners of the Group were approximately HK$921.2 million, representing a growth of approximately 95.99% when compared with that of the year of 2016.

The manufacturing consumer electronics products industry continues to compete during the year of 2017. Despite the increase in turnover, the segment profits of the manufacturing consumer electronics products industry recorded a decrease which resulted from the narrowing of gross profits. The newly acquired businesses, such as money lending, regulated financial services, nursery education and property development, have been completed in the second half of the year of 2017. Although we are satisfied with the prospects for these newly acquired businesses, due to such factors as business integration, capital allocation and the time required to host the documents, these newly acquired businesses have yet been able to contribute to the Group’s earnings for the year of 2017.

The manufacturing consumer electronics products business is highly competitive and the product cycle is short-lived. As the traditional business of the Group, manufacturing consumer electronics products business will need to be strengthened and fine-tuned. To broaden the Group’s revenue stream and generate stable and sustainable income, the Company has entered into a memorandum of understanding on 28 December 2017 to acquire 60% equity interest in a PRC company which is principally engaged in supply, manufacture and export of electronic devices in the PRC. The terms of the acquisition agreement and due diligence are in the final stage and are expected to be completed in the short term.

For nursey education business, in addition to the Chengdu campus, the Group is currently working in different provinces and cities in China to find other suitable locations for additional campuses. However, in consideration of the surrounding of the proposed campus, the income level of the area which the proposed campus located, the size of the campus and the required rent, no site has met the requirements.

I – 2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For the property development business, the construction of underground walkway and civil air defense project has been completed and the final acceptance of the underground walkway project is pending and is slightly behind our previous schedule. The underground walkway project is under pre-sale and expected to be delivered in the first quarter of 2019.

Subject to the contradiction between the borrower’s urgency for the use of money and personal privacy and the disclosure requirements and the processing time to get the required approval of the notifiable transactions to comply with the Listing Rules, the Group faced certain degree of difficulty in engaging in the money lending business. As the Group’s turnover and profits improved in 2017 and the total assets of the underground walkway project have been substantially increased since the completion of the acquisition, the impact has reduced.

For the regulated financial services business, the Group has carried out related businesses and is engaged in fund managers and asset management businesses. In June 2018, Shining International Holdings Limited, an indirect wholly-owned subsidiary of the Group, was approved by the Securities and Futures Commission, to carry out in Type 1 (Dealing in Securities) regulated activity under the SFO. The Group will actively prepare to carry out the dealing services.

With the continued development and maturity of the newly acquisition business during the year of 2017, the prospects of the Group are optimistic. The Group will continue to explore and invest in potential projects and business opportunities with good potential.

I – 3

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

The following is the text of a letter, summary of values and valuation reports, prepared for inclusion in this document, received from Knight Frank Petty Limited, an independent property valuer, in connection with their valuation as of 31 March 2018 of the Properties held by the Group.

==> picture [32 x 47] intentionally omitted <==

Knight Frank 4/F, Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

T +852 2840 1177 F +852 2840 0600 www.knightfrank.com

29 June 2018

Board of Directors Superactive Group Company Limited Room 1206 12/F., China Merchants Tower Shun Tak Centre, Sheung Wan Hong Kong

Dear Sirs

VALUATION OF VARIOUS PROPERTIES IN THE REPUBLIC OF CHINA (THE ‘‘PROPERTIES’’)

In accordance with your instruction for us to value the market values of the Properties held by Rise Up International Limited, a wholly-owned subsidiary of the Superactive Group Company Limited (the ‘‘Group’’) in the Republic of China (‘‘Taiwan’’), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of the Properties in existing state as at 31 March 2018.

Basis of Valuation

Our valuation is our opinion of the market values of the properties 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 wherein the parties had each acted knowledgeably, prudently and without compulsion.’’

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of an asset or liability is also estimated without regard to costs of sale and purchase (or transaction) and without offset for any associated or potential taxes.

Valuation Methodologies

In valuing Group I of the Properties, we have adopted the Direct Comparison Approach by making reference to comparable sales evidence available in the locality.

In valuing Group II of the Properties, we have adopted the Direct Comparison Approach by making reference to comparable sales evidence available in the locality and have also taken into account the construction costs that will be expended to complete the development to reflect the quality of the completed development.

Title Documents and Encumbrances

We have caused searches to be made at the the Department of Land Administration regarding the Properties. However, we have not searched the original documents to verify the ownership or to ascertain any amendment which may not appear on the copies available to us.

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

Source of Information

We have relied to a very considerable extent on the information given by the Group. We have no reason to doubt the truth and the accuracy of the information provided by the Group which is material to the valuation. We have accepted advice given by the Group on such matters as planning approvals or statutory notices, easements, tenure, ownership completion dates of buildings, particulars of occupancy, joint-venture agreements/contracts, site and floor areas, construction cost expensed and estimated construction cost. Dimension, measurements and areas included in the attached valuation report are based on the information contained in the documents provided to us and are therefore only approximations. We have not been able to carry out detailed on-site measurements to verify the site and floor areas of the Properties and we have assumed that the areas shown on the documents handed to us are correct. We were also advised by the Group that no material facts have been omitted from the information provided.

II – 2

APPENDIX II

VALUATION REPORT ON THE PROPERTIES

We have inspected the exteriors and, where possible, the interiors of the Properties and the inspection was carried out by Jackie Wu, Howard Wu, Winston Shih, Fae Lin and Edward Chang in May 2018. However, we have not carried out site investigations to determine the suitability of ground conditions and services, etc for any future developments. Our valuations are prepared on the assumption that these aspects are satisfactory. Moreover, no structural survey has been made, but in the course of our inspection, we did not note any serious defects, we are not, however, able to report that the Properties are free from rot, infestation or any other structural defects. No tests were carried out on any of the services.

Identity of Properties to be valued

We exercised reasonable care and skill (but will not have an absolute obligation to you) to ensure that the Properties, identified by the property addresses in your instructions, are the Properties inspected by us and contained within our valuation report. If there is ambiguity as to the property addresses, or the extent of the Properties to be valued, this should be drawn to our attention in your instructions or immediately upon receipt of our report.

Environmental Issues

We are not environmental specialists and therefore we have not carried out any scientific investigations of sites or buildings to establish the existence or otherwise of any environmental contamination, nor have we undertaken searches of public archives to seek evidence of past activities that might identify potential for contamination. In the absence of appropriate investigations and where there is no apparent reason to suspect potential for contamination, our valuation is prepared on the assumption that the Properties are unaffected. Where contamination is suspected or confirmed, but adequate investigation has not been carried out and made available to us, then the valuation will be qualified.

Compliance With Relevant Ordinances and Regulations

We have assumed that the Properties will be constructed, occupied and used in full compliance with, and without contravention of any ordinances, statutory requirement and notices except only where otherwise stated. We have further assumed that, for any use of the Properties upon which this report is based, any and all required licences, permits, certificates, consents, approvals and authorisations have been obtained, except only where otherwise stated.

Remarks

We have prepared the valuation based on information and data available to us as at the valuation date. It must be recognised that the real estate market is subject to market fluctuations, while changes in policy direction and social environment could be immediate and have sweeping impact on the real estate market. It should therefore be noted that any market violation, policy and social changes or other unexpected incidents after the valuation date may affect the values of the properties.

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

In accordance with our standard practice, we must state that the valuation reports are for the use only of the party to whom it is addressed and no responsibility is accepted to any third party for the whole or any part of its contents.

In preparing our valuation report, we have complied with the requirements contained within relevant provisions of Chapter 5 of the Rules Governing the Listing of Securities issued by the Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards 2017 published by the Hong Kong Institute of Surveyors.

Currency

All sums stated in our valuation are in New Taiwan Dollar.

Our summary of values and valuation report are attached.

Yours faithfully For and on behalf of Knight Frank Petty Limited Clement W M Leung MFin MCIREA MHKIS MRICS RPS (GP) RICS Registered Valuer Executive Director Head of China Valuation & Advisory

Remarks: Clement W M Leung, MFin MCIREA, MHKIS, MRICS, RPS (GP), RICS Registered Valuer, has been a qualified valuer and has about 25 years’ experience in the valuation of properties in Hong Kong and Asia Pacific Region and has 23 years’ experience in the valuation of properties in the People’s Republic of China.

II – 4

APPENDIX II

VALUATION REPORT ON THE PROPERTIES

SUMMARY OF VALUES

Property Market value in existing state as at 31 March 2018 Interest attributable to the Group Group I – Completed Properties held by the Group 1 Portion of Fugan Cemtery Park Xinwu District Taoyuan Taiwan NTD181,000,000 21.69% 2 Portion of Baosan Memorial Zone Taiping District Taichung NTD323,000,000 27.90% 3 Portion of Chiayun Memorial Tower Shuishang Township Chiayi County Taiwan NTD1,111,000,000 27.90% Sub-total NTD1,615,000,000 Group II – Property under development held by the Group 4 Portion of Futan Memtery Park Wanli District New Taipei City Taiwan NTD2,546,000,000 27.90% Sub-total NTD2,546,000,000 Grand Total NTD4,161,000,000	Market value in existing state attributable to the Group as at 31 March 2018 NTD39,258,900 NTD90,117,000 NTD309,969,000
	NTD439,344,900
	NTD710,334,000
	NTD710,334,000
	NTD1,149,678,900

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

VALUATION REPORT

Group I – Completed Properties held by the Group

Market Value in Particulars of existing state as at Property Description and tenure occupancy 31 March 2018 1. Portion of Fugan Cemtery Park comprises The property was NTD181,000,000 Fugan Cemtery Park eighteen parcels of land with a total occupied for (NEW TAIWAN Xinwu District site area of approximately 41,630.00 cemetery and DOLLARS ONE Taoyuan sq m. The property comprises 66 ancillary purposes. HUNDRED AND Taiwan completed grave plots, land parcels EIGHTY ONE with a total site area of approximately MILLION ONLY) 39,111.75 sq m for cemetery use and land parcels with a total site area of (21.69% interest approximately 97.33 sq m for attributable to the hydrological uses. Group: NTD39,258,900) The property is held under freehold ownership.

Notes:

1. Pursuant to eighteen Land Ownership Certificates all issued by the Land Affairs Office of Yangmei District, Taoyuan, the land ownership of the property with a total site area of 40,220.54 sq m was vested in Longfu Enterprise Corporation, a 21.69% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

No.	Certificate No.	Site Area	Date of Registration	Use
		(sq m)
1	102 Taoyangtuzi Di 020156 Hao	2,686.00	29 May 2013	Cemetery
2	106 Taoyangtuzi Di 034459 Hao	12.00	23 November 2017	Hydrological
3	106 Taoyangtuzi Di 034460 Hao	85.33	23 November 2017	Hydrological
4	102 Taoyangtuzi Di 020157 Hao	3,025.00	29 May 2013	Cemetery
5	102 Taoyangtuzi Di 020158 Hao	7,401.00	29 May 2013	Cemetery
6	102 Taoyangtuzi Di 020159 Hao	1,528.46	29 May 2013	Cemetery
7	102 Taoyangtuzi Di 020160 Hao	5,693.00	29 May 2013	Cemetery
8	102 Taoyangtuzi Di 020161 Hao	2,295.00	29 May 2013	Cemetery
9	102 Taoyangtuzi Di 020162 Hao	3,249.00	29 May 2013	Cemetery
10	104 Taoyangtuzi Di 034638 Hao	1,195.44	29 May 2013	Cemetery
11	104 Taoyangtuzi Di 034640 Hao	6,137.90	3 March 2015	Cemetery
12	104 Taoyangtuzi Di 034642 Hao	1,008.17	29 May 2013	Cemetery
13	102 Taoyangtuzi Di 020166 Hao	1,046.00	29 May 2013	Cemetery
14	102 Taoyangtuzi Di 020167 Hao	3,350.00	29 May 2013	Cemetery
15	102 Taoyangtuzi Di 020168 Hao	176.00	29 May 2013	Cemetery
16	102 Taoyangtuzi Di 020169 Hao	993.24	29 May 2013	Cemetery
17	102 Taoyangtuzi Di 020170 Hao	21.00	29 May 2013	Cemetery
18	102 Taoyangtuzi Di 020171 Hao	318.00	29 May 2013	Cemetery

II – 6

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Market Value in Particulars of existing state as at Property Description and tenure occupancy 31 March 2018 2. Portion of Baosan Memorial Zone comprises nine The property was NTD323,000,000 Baosan Memorial Zone parcels of land with a total site area of occupied for (NEW TAIWAN Taiping approximately 29,275.00 sq m with two cemetery and DOLLAR THREE District buildings erected thereon which were ancillary purposes. HUNDRED AND Taichung completed in 1993 and 2011 TWENTY THREE Taiwan respectively. MILLION ONLY)

The property comprises portion of two buildings with a total gross floor area of approximately 2,219.82 sq m, which includes 7,464 columbarium niches and ancillary offices.

(27.90% interest attributable to the Group: NTD90,117,000)

The property also comprises land parcels with a total site area of approximately 25,571.38 sq m is for cemetery use and a land parcel with a site area of approximately 180.73 sq m for type C construction land use.

Type C construction land in hillside conservation area is permitted for general building use.

The property is held under freehold ownership.

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

1. Pursuant to nine Land Ownership Certificates all issued by the Taiping Land Office, Taichung City, the land ownership of the property with a total site area of 27,911.00 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

			Date of
No.	Certificate No.	Site Area	Registration	Use
		(sq m)
1	101 Pingzi Di 001679 Hao	301.00	13 February 2012	Type C Construction
				Land
2	104 Pingzi Di 011207 Hao	10,107.00	22 March 2012	Cemetery
3	101 Pingzi Di 001681 Hao	587.00	13 February 2012	Cemetery
4	102 Pingzi Di 003193 Hao	12,427.00	26 March 2013	Cemetery
5	101 Pingzi Di 001683 Hao	1,096.00	13 February 2012	Cemetery
6	101 Pingzi Di 001684 Hao	1,114.00	13 February 2012	Cemetery
7	101 Pingzi Di 001685 Hao	1,292.00	13 February 2012	Cemetery
8	101 Pingzi Di 001686 Hao	420.00	13 February 2012	Cemetery
9	101 Pingzi Di 001687 Hao	567.00	13 February 2012	Cemetery

1. Pursuant to two Building Ownership Certificates both issued by Taiping Land Office, Taichung City, the building ownership of the property with a total gross floor area of 2,219.82 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

		Gross Floor
No.	Certificate No.	Area	Date of Registration	Use
		(sq m)
1	101 Pingzi Di 001254 Hao	1,979.28	22 March 2012	Columbaria
2	101 Pingzi Di 000668 Hao	240.54	13 February 2012	Offices

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

				Market Value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2018
3.	Portion of	Chiayun Memorial Tower	The property was	NTD1,111,000,000
	Chiayun Memorial Tower	comprises eight parcels of land	occupied for	(NEW TAIWAN
	Shuishang	with a total site area of	cemetery and	DOLLAR ONE
	Township	approximately 21,561.00	ancillary purposes.	BILLION ONE
	Chiayi County	sq m with a building erected		HUNDRED AND
	Taiwan	thereon which was completed in		ELEVEN MILLION
		1998.		ONLY)
		The property comprises portion of		(27.90% interest
		the building with a gross floor area		attributable to
		of approximately 9,190.56 sq m,		the Group:
		which includes 41,021		NTD309,969,000)
		columbarium niches and ancillary
		areas such as electromechanical
		equipment, air defense shelter and
		worship building.

The property also comprises land parcels with a total site area of approximately 6,667.14 sq m for cemetery use and land parcels with a total site area of approximately 3,638.00 sq m for type C and D construction land uses.

Type C construction land in hillside conservation area is permitted for general building use while type D construction land in hillside conservation area is permitted for industrial use.

The property is held under freehold ownership.

II – 9

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

1. Pursuant to three Land Ownership Certificates all issued by the Shueishang Land Office, Chiayi County, the land ownership of the property with a total site area of 11,325.98 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

No.	Certificate No.	Site Area	Date of Registration	Use
		(sq m)
1	101 Jiandishuizi Di 003139 Hao	3,374.00	15 March 2012	Type D
				Construction Land
2	107 Jiandishuizi Di 008609 Hao	7,687.98	21 August 2017	Cemetery
3	100 Jiandishuizi Di 019466 Hao	264.00	25 November 2011	Type C Construction
				Land

1. Pursuant to a Building Ownership Certificate issued by Shueishang Land Office, Chiayi County, the building ownership of the property with a total gross floor area of 9,190.56 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

		Gross Floor	Date of
No.	Certificate No.	Area	Registration	Use
		(sq m)
1	101 Jiadishuizi Di 000951 Hao	9,190.56	25 November 2011	Electromechanical
				equipment, air
				defense shelter,
				worship building and
				columbaria

II – 10

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Group II – Property under development held by the Group

Market Value in Particulars of existing state as at 31 Property Description and tenure occupancy March 2018 4. Portion of Futan Memtery Park comprises The property was NTD2,546,000,000 Futan Memtery Park twenty six parcels of land with a occupied for (NEW TAIWAN Wanli total site area of approximately cemetery and DOLLARS TWO District 305,102.84 sq m with two buildings ancillary purposes. BILLION FIVE New Taipei City erected thereon which were HUNDRED AND Taiwan completed in 2000. FORTY SIX MILLION ONLY) The property comprises portion of two buildings with a total gross (27.90% interest floor area of approximately attributable to 18,162.82 sq m, which includes the Group: 15,473 completed columbarium NTD710,334,000)

The property comprises portion of two buildings with a total gross floor area of approximately 18,162.82 sq m, which includes 15,473 completed columbarium niches and 2,344 columbarium niches to be completed in May 2018 and ancillary areas such as offices, car parking area, electricity substations, and lavatories.

The property also comprises one completed grave plots, 805 grave plots to be completed in May and December 2018.

In addition, the property also comprises land parcels with a total site area of approximately 83,659.76 sq m for cemetery use and land parcels with a total site area of approximately 187,619.84 sq m for forestry, agricultural and conservation uses.

The property is held under freehold ownership.

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VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

1. Pursuant to twenty two Land Ownership Certificates all issued by the Xizhi Land Office, New Taipei City Government, the land ownership of the property with a total site area of 287,486.41 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

			Date of
No.	Certificate No.	Site Area	Registration	Use
		(sq m)
1	100 Sidianzi Di 040946 Hao	6,566.00	28 November 2011	Cemetery
2	104 Sidianzi Di 039660 Hao	33,631.61	26 November 2015	Cemetery
3	102 Sidianzi Di 024510 Hao	8,725.00	9 May 2013	Cemetery
4	102 Sidianzi Di 024511 Hao	8,644.00	9 May 2013	Cemetery
5	100 Sidianzi Di 041686 Hao	19.27	2 December 2011	Cemetery
6	100 Sidianzi Di 041687 Hao	2.90	2 December 2011	Cemetery
7	104 Sidianzi Di 021824 Hao	56.41	23 June 2015	Cemetery
8	107 Sidianzi Di 011615 Hao	10,103.28	28 November 2011	Cemetery
9	104 Sidianzi Di 029336 Hao	2,867.04	4 January 2012	Cemetery
10	104 Sidianzi Di 029338 Hao	1,013.03	4 January 2012	Cemetery
11	105 Sidianzi Di 008440 Hao	4,542.31	4 January 2012	Cemetery
12	101 Sidianzi Di 000699 Hao	2,574.24	4 January 2012	Cemetery
13	104 Sidianzi Di 029340 Hao	10,678.06	21 August 2015	Cemetery
14	100 Sidianzi Di 041610 Hao	20,854.00	1 December 2011	Forestry
15	100 Sidianzi Di 041611 Hao	72,860.00	1 December 2011	Forestry
16	100 Sidianzi Di 041612 Hao	22,130.00	1 December 2011	Forestry
17	107 Sidianzi Di 015495 Hao	10,443.42	1 December 2011	Cemetery
18	100 Sidianzi Di 041614 Hao	24,118.00	1 December 2011	Forestry
19	100 Sidianzi Di 040951 Hao	18,338.00	28 November 2011	Forestry
20	100 Sidianzi Di 040952 Hao	24,066.00	28 November 2011	Forestry
21	100 Sidianzi Di 040953 Hao	1,103.53	28 November 2011	Agricultural
22	100 Sidianzi Di 040954 Hao	4,150.31	28 November 2011	Conservation

II – 12

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

1. Pursuant to two Building Ownership Certificates both issued by Xizhi Land Office, New Taipei City Government, the building ownership of the property with a total gross floor area of 18,162.82 sq m was vested in Yuqi Construction Corporation, a 27.9% owned subsidiary of Rise Up International Limited, under freehold ownership in Taiwan. Details of the certificates are listed as follows:

No. Certificate No. Gross Floor Area Date of Registration Use (sq m) 1 101 Sidianzi Di 000216 Hao 351.15 4 January 2012 Columbaria, offices and car parking area 2 100 Sidianzi Di 014161 Hao 17,811.67 1 December 2011 Columbaria, electricity substations and lavatories

1. As advised by the Group, the total projected construction cost of the property was approximately NTD374,060,000 and the incurred construction cost of the property as at the valuation date was approximately NTD204,820,000. Accordingly, we have taken into account the aforesaid cost in our valuation.

II – 13

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

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

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

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

(L) denotes long position

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

III – 1

APPENDIX III

GENERAL INFORMATION

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

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

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

			Approximate
			percentage
			interest in the
	Capacity/Nature	Number of	Company’s
Name	of interest	Shares held	issued Shares
Super Fame	Beneficial owner	1,152,731,997(L)	56.71%
Jade Treasure Global Limited	Person having a security	1,152,731,997(L)	56.71%
(‘‘Jade Treasure’’) (Note)	interest in shares
Right Select International	Interest in controlled corporation	1,152,731,997(L)	56.71%
Limited (‘‘Right Select’’)
(Note)
China Huarong International	Interest in controlled corporation	1,152,731,997(L)	56.71%
Holdings Limited
(‘‘China Huarong’’) (Note)

III – 2

GENERAL INFORMATION

APPENDIX III

			Approximate
			percentage
			interest in the
	Capacity/Nature	Number of	Company’s
Name	of interest	Shares held	issued Shares
Huarong Real Estate Co., Ltd.	Interest in controlled corporation	1,152,731,997(L)	56.71%
(‘‘Huarong Real Estate’’)
(Note)
China Huarong Asset	Interest in controlled corporation	1,152,731,997(L)	56.71%
Management Co., Ltd.
(‘‘Huarong Asset
Management’’) (Note)

(L) denotes long position

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

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

4. DIRECTORS’ SERVICE CONTRACTS

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

5. COMPETING INTERESTS

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

III – 3

GENERAL INFORMATION

APPENDIX III

6. DIRECTORS’ INTEREST IN CONTRACTS OR ARRANGEMENTS

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

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2017 (being the date to which the latest published audited financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

7. EXPERTS AND CONSENTS

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

Name Qualification

BDO Limited Certified Public Accountants

Knight Frank Petty Limited Independent Professional Valuer

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

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

As at the Latest Practicable Date, the above experts did not have any interest, either directly or indirectly, in any assets which had been since 31 December 2017 (being the date to which the latest published audited financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

III – 4

GENERAL INFORMATION

APPENDIX III

8. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Group has been in litigation in relation to a claim of approximately HK$456,000, initiated by a renovation contractor for recovering renovation fee in default. The Group has made full provision for the claim and hence the Group did not have any contingent liabilities.

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

9. MATERIAL CONTRACTS

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

• (1) the sale and purchase agreement dated 18 May 2017 and entered into between Capital Wheel Holdings Limited, Mr. Yiu Chow Shun, Barry, Mr. Li Yik Wai, Kinnie and Loyalgain Corporation Limited as vendors (collectively the ‘‘Vendors’’), Mr. Mark Anthony James Vaile, Mr. Chan Wai Lun, Anthony and Mr. Tang Yui, Ian as the guarantors, Toran International Limited (‘‘Toran’’), a wholly-owned subsidiary of the Company, as the purchaser and the Company in relation to the acquisition of 100 shares of US$1.00 each in the share capital of Speed Fame Enterprises Limited (‘‘Speed Fame’’) from the Vendors at a total consideration of HK$59,474,576.26, details of which are set out in the announcement of the Company dated 18 May 2017;

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

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

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GENERAL INFORMATION

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

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

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

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

• (8) the loan agreement dated 3 November 2017 (as amended and supplemented by the supplemental agreements dated 1 December 2017, 2 January 2018, 2 February 2018, 1 March 2018) entered into between Superactive Finance Company Limited (‘‘Superactive Finance’’), an indirect wholly-owned subsidiary of the Company, as lender, and an independent third party as borrower in relation to the advance of a loan in the principal amount of HK$25,000,000 for a term from the date of drawdown to 3 May 2018.

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• (9) the provisional agreement for sale and purchase dated 7 November 2017 entered into between Front Land Properties Limited (‘‘Front Land’’) as vendor and Force China Limited (‘‘Force China’’), a wholly-owned subsidiary of the Company, as purchase in relation to the sale and purchase of Unit Nos. 1510, 1511, 1512A and 1512B on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong (‘‘Property I’’), at a consideration of HK$193,600,000, details of which is set out in the announcements of the Company dated 7 November 2017 and 21 November 2017 (the ‘‘Properties Acquisition Announcements’’);

• (10) the provisional agreement for sale and purchase dated 7 November 2017 entered into between Front Land as vendor and Best Success Investment Limited (‘‘Best Success’’), a wholly-owned subsidiary of the Company, as purchaser in relation to the sale and purchase of Unit Nos. 1501 and 1502 on 15/F of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong (‘‘Property II’’), at a consideration of HK$126,752,000, details of which is set out in the Properties Acquisition Announcements;

• (11) the formal sale and purchase agreement dated 20 November 2017 entered into between Front Land and Force China in relation to the sale and purchase of Property I;

• (12) the formal sale and purchase agreement dated 20 November 2017 entered into between Front Land and Best Success in relation to the sale and purchase of Property II;

• (13) the loan agreement dated 29 December 2017 entered into between Superactive Finance as lender and an independent third party as borrower in relation to the advance of a loan in the principal amount of HK$50,000,000 for a fixed term of four calendar months from the date of drawdown;

• (14) the loan agreement dated 26 January 2018 (as amended and supplemented by the supplemental agreement dated 25 April 2018) entered into between Superactive Finance as lender and an independent third party as borrower in relation to the advance of a loan in the principal amount of HK$51,000,000 for a term from the date of drawdown to 26 October 2018;

• (15) the loan agreement dated 17 January 2018 (as amended and supplemented by the supplemental agreement dated 16 March 2018) entered into between Superactive Finance as lender and an independent third party as borrower in relation to the advance of a loan in the principal amount of HK$19,600,000 for a term from the date of drawdown to 17 May 2018;

• (16) the SPA;

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• (17) the amended and restated limited partnership agreement of the Fund dated 2 May 2018 entered into between the IT City Development Fund GP1 Limited (‘‘GP1’’), an indirect wholly-owned subsidiary of the Company, IT City Development Fund GP2 Limited (‘‘GP2’’, which together with GP1, the ‘‘General Partners’’), Abacus Director Services Limited and Silver Estate Limited (the ‘‘Subscriber’’), a wholly-owned subsidiary of the Company;

• (18) the subscription agreement dated 2 May 2018 entered into between the General Partners and GP1 in relation to the subscription of an interest in the Fund by GP1 with a committed capital contribution of HK$51,000,000; and

• (19) the subscription agreement dated 2 May 2018 entered into between the General Partners and the Subscriber in relation to the subscription of an interest in the Fund by the Subscriber with a committed capital contribution of HK$100,000,000.

10. CORPORATE INFORMATION OF THE GROUP

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

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11. DOCUMENTS AVAILABLE FOR INSPECTION

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

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

• (b) the annual reports of the Company for the years ended 31 December 2016 and 2017;

• (c) the valuation report prepared by Knight Frank Petty Limited set out in Appendix II to this circular;

• (d) the written consents from the experts referred to under the paragraph headed ‘‘Experts and consents’’ in this appendix;

• (e) copy of each of the material contracts referred to in the paragraph headed ‘‘Material contracts’’ of this appendix; and

• (f) this circular.

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NOTICE OF SGM

SUPERACTIVE GROUP COMPANY LIMITED

先機企業集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 0176)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘SGM’’) of Superactive Group Company Limited (the ‘‘Company’’ and with its subsidiaries, the ‘‘Group’’) will be held at Meeting Room of Room 1203, 12/F., China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 17 July 2018 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT

2. (a) the conditional sale and purchase agreement (the ‘‘SPA’’) dated 27 April 2018 and entered into between the Company as seller and TheOne Company Limited as buyer in relation to the sale and purchase of (i) one share in the issued share capital of Rise Up International Limited (‘‘Rise Up’’), representing the entire issued share capital of Rise Up; and (ii) the amount owed by Rise Up to the Company as at the date of completion of the SPA at a total consideration of HK$214,000,000 (a copy of the SPA has been produced to the SGM marked ‘‘A’’ and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved and confirmed; and

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NOTICE OF SGM

• (b) any one of more the Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the SPA and the transactions contemplated thereunder.’’

Your faithfully For and on behalf of the Board Superactive Group Company Limited Yeung So Lai Chairman

Hong Kong, 29 June, 2018

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of appointment of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. For determining the entitlement to attend and vote at the SGM, the register of members will be closed from 12 July 2018 to 17 July 2018, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 11 July 2018.

4. Where there are registered joint holders of any Shares, any one of such persons may vote, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

5. All resolutions at the meeting will be taken by poll pursuant to the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) (the ‘‘Listing Rules’’) and the results of the poll voting will be published on the websites of the Stock Exchange and the Company respectively in accordance with the Listing Rules.

6. If typhoon signal No.8 or above, or ‘‘black’’ rainstorm warning is in effect any time after 8:00 a.m. and before the above meeting time, the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s websites (www.superactive.com.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

7. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

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