Unitas Holdings Limited — Capital/Financing Update 2012

Dec 5, 2012

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities.

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CHANCETON FINANCIAL GROUP LIMITED 川盟金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

COMPLETION OF DISCLOSEABLE TRANSACTION ACQUISITION OF 20% EQUITY INTERESTS IN REVENUE SYNTHESIS LIMITED RELATING TO AIDS MEDICATION BUSINESS, INVOLVING ISSUE OF CONSIDERATION SHARES AND CONVERTIBLE BONDS UNDER GENERAL MANDATE

Reference is made to the announcement of the Company dated 24 August 2012 in relation to the acquisition of 20% equity interests in Revenue Synthesis Limited relating to AIDS medication business, involving issue of consideration shares and convertible bonds under general mandate (the “Announcement”). Unless otherwise Capitalized items used herein have the same meaning as defined in the announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that with all conditions precedent under the Sale and Purchase Agreement dated 24 August 2012 had been fulfilled, the completion has taken place on 5 December 2012. The 25,000,000 Consideration Shares have been allotted and issued to the Vendor in accordance with the terms and conditions of the Sale and Purchase Agreement.

Following the Completion, the Target Company will become an associated company of the Company and accordingly, the financial information of the Target Group will not be consolidated into the accounts of the Group and the investment in the Target Group will be accounted for using the equity method of accounting.

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COMPLETION OF THE FIRST MILESTONE

The Board is also pleased to announce that the Phase IIa of the clinical trials of the AIDS Medication Capsule was completed on 23 September 2012 and reports of the results of such clinical trial published by relevant hospitals was satisfied by the Purchaser at its absolute discretion on 5 December 2012 (the “Completion of the First Milestone”).

Results of the Phase IIa

On 23 September 2012, Beijing Century Health, Guangzhou Eighth People’s Hospital（廣州市第 八人民醫院）, the Shenzhen Third People’s Hospital（深圳市第三人民醫院）, Department of Biostatistics of Southern Medical University*（南方醫科大學生物統計學）together completed Phase IIa with results announced on the same day. In Phase IIa, a total of 120 patients, which were divided into 4 trial groups, namely the control, low-dose, middle-dose and high-dose groups, was involved in trials to evaluate the efficacy and safety of different dosage treatment of AIDS Medication Capsule on HIV/AIDS virus on patients. The clinical trials were carried out at the Guangzhou Eighth People’s Hospital and Shenzhen Third People’s Hospital. The results are summarized as follows:

HIV viral load

As a major measure for testing the efficacy of AIDS Medication Capsule on HIV/AIDS virus the HIV viral load level is used to determine the strength of the viral replication ability of HIV/AIDS virus and the severity of the viral infection on patients. From the results of Phase IIa, it illustrated AIDS Medication Capsule was effective to stabilize and lower the HIV Viral load level. In the clinical trials, the HIV viral load level of patients from all trial groups (except the control group) decreased significantly which implies that the AIDS Medication Capsule is effective in suppressing the contagiousness and replication of HIV virus.

Safety

From the results of the Phase IIa, no safety issues in relation to AIDS Medication Capsule were found which indicated that the use of AIDS Medication Capsule on HIV/AIDS patients is safe.

In conclusion, Phase IIa has showed that the AIDS Medication Capsule has significant effect on suppressing the viral replication of HIV/AIDS virus and is effective and safe for HIV/AIDS therapy. The study also shows that middle-dose is the most effective dosage for the therapy. As a result, Beijing Century Health will proceed to Phase IIb, aiming to further assess the efficacy and safety of the specified dosage (middle-dose) of AIDS Medication Capsule on HIV/AIDS patients.

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Issue of the First Tranche Convertible Bonds

Pursuant to the Sale and Purchase Agreement, The First Tranche Convertible Bonds with the principal amount of HK$87.5 million have been issued to the Vendor by the Company upon the Completion of the First Milestone.

CHANGE IN SHAREHOLDING STRUCTURES OF THE COMPANY

The following table illustrates the Company’s shareholding structure, assuming there is no further change to the share capital of the Company: (i) Immediately before the issue and allotment of the Consideration Shares and issue of the First Tranche Convertible Bonds; (ii) Immediately after the issue and allotment of the Consideration Shares subsequent to the Completion; and assuming (iii) Immediately after the issue and allotment of the Consideration Shares subsequent to the Completion and First Tranche Conversion Shares upon exercise of the conversion rights attached to the First Tranche Convertible Bonds in full subsequent to the Completion of the First Milestone:

Mr. Wong Kam Wah_(Note2) Ms. Man Wing Yee Ginny (Note 3) Public: Vendor(Note 4) Ms. Ho(Note 4) Other public Shareholders (Note 5)_ Public Subtotal: Total	Immediately before the issue and allotment of the Consideration Shares and the issue of the First Tranche Convertible Bonds Number of Shares % (Approx.) 300,000,000 60.00 47,510,000 9.50 - - 24,000,000 4.80 128,490,000 25.70 – 30.50 500,000,000 100 .00	Immediately after the issue and allotment of the Consideration Shares subsequent to the Completion Number of Shares % (Approx.) 300,000,000 57.14 47,510,000 9.05 25,000,000 4.76 24,000,000 4.57 128,490,000 24.48 – 33.81 525,000,000 100.00	Assuming immediately after the issue and allotment of (i) the Consideration Shares subsequent to the Completion and (ii) the First Tranche Conversion Shares upon exercise of the conversion rights attached to the First Tranche Convertible Bonds in full subsequent to the Completion of the First Milestone (for illustrative purpose only) (Note1) Number of Shares % (Approx.) 300,000,000 53.57 47,510,000 8.48 60,000,000 10.71 24,000,000 4.29 128,490,000 22.95 – 22.95 (Note 5) 560,000,000 100.00	Assuming immediately after the issue and allotment of (i) the Consideration Shares subsequent to the Completion and (ii) the First Tranche Conversion Shares upon exercise of the conversion rights attached to the First Tranche Convertible Bonds in full subsequent to the Completion of the First Milestone (for illustrative purpose only) (Note1) Number of Shares % (Approx.) 300,000,000 53.57 47,510,000 8.48 60,000,000 10.71 24,000,000 4.29 128,490,000 22.95 – 22.95 (Note 5) 560,000,000 100.00
				22.95 (Note 5) 100.00

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Notes:

• 1) Pursuant to the Sale and Purchase Agreement, the Vendor and its parties acting in concert shall at no time hold more than 30% or more voting rights of the Company and shall not carry out any action such that a mandatory general offer obligation under the Takeovers Code will be triggered on the part of the Vendor and its parties acting in concert. In addition, the Vendor shall not exercise the conversion rights if such conversion would result in the Company’s non-compliance with the minimum public shareholding requirement stipulated under Rule 11.23 of the GEM Listing Rules or other requirements under the GEM Listing Rules.

Accordingly, the above scenarios upon full conversion of the First Tranche Convertible Bonds are presented for illustrative purposes only and may not happen in the light of the restrictions imposed under the terms of the Sale and Purchase Agreement.

• 2) These Shares are registered in the name of Kate Glory Limited. Mr. Wong Kam Wah is the beneficial owner of 100% of the issued share capital of Kate Glory Limited. Mr. Wong Kam Wah is deemed to be interested in 300,000,000 Shares held by Kate Glory Limited.

• 3)

• Ms. Man Wing Yee Ginny is a non-executive Director of the Company.

• 4) The Vendor is a company incorporated in BVI with limited liability and is owned as to 64% by Mr. Tsang and as to 36% by Ms. Ho. Accordingly, Ms. Ho is deemed to be interested in the Shares held by the Vendor. Apart from her indirect interests in the Shares through the Vendor, Ms. Ho also directly and beneficially holds 24,000,000 Shares.

• 5) Upon issue and allotment of the Consideration Shares and assuming full conversion of the First Tranche Convertible Bonds , the Vendor will be a substantial shareholder of the Company under the GEM Listing Rules and will not be treated as a member of the public. The total number of Shares held by the public Shareholders will be 128,490,000 Shares representing approximately 22.95% of the total issued share capital of the Company upon issue and allotment of the Consideration Shares and assuming full conversion of the First Tranche Convertible Bonds. The Company confirmed that it will monitor closely and ensure the Company is maintaining the minimum public float requirements as prescribed under the GEM Listing Rules from time to time. Pursuant to the terms and conditions of the Convertible Bonds, should there be a possibility that the Company’s public float will fall below the minimum prescribed percentage under the GEM Listing Rules upon the exercise of the conversion rights, the Company will not issue the Conversion Shares.

By Order of the Board Chanceton Financial Group Limited Wong Kam Wah Chairman

Hong Kong, 5 December 2012

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As at the date of this announcement, the executive Directors are Mr. Wong Kam Wah (Chairman), Dr. Cheung Victor Chor Keung, Mr. Leung Man Kit and Mr. Lau Ling Tak, non-executive Director is Ms. Man Wing Yee Ginny and the independent non-executive Directors are Mr. Chiu Chi Kong, Mr. William Robert Majcher and Mr. Yau Yan Ming Raymond.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and (ii) there are no other matters the omission of which would make any statement in this announcement misleading.

This announcement will remain on the GEM website (www.hkgem.com) and on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement will also be published on the Company’s website (www.chanceton.com).

• for identification purposes only

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