Unitas Holdings Limited — M&A Activity 2014

Sep 15, 2014

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.

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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)

THE MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION OF SINO CAPITAL HOLDING GROUP LIMITED WITH MR. LI JIA HENG ON THE COOPERATION ON THE FINANCIAL SERVICE BUSINESS IN THE PRC

This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

The Board is pleased to announce that on 15 September 2014 (after trading hours), the Company and the Vendor entered into the MOU in relation to the Proposed Acquisition.

The MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares.

This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules. and Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

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The Board is pleased to announce that on 15 September 2014 (after trading hours), the Company and the Vendor entered into the MOU in relation to the Proposed Acquisition. According to the MOU, the Company proposes to acquire certain percentage of shareholding of Sino Capital Holding Group Limited (中金資本控股集團有限公司) (the “Target Company”), a company incorporated in Hong Kong with limited liability and is wholly-owned by the Vendor as at the date of signing this MOU. To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Vendor and its ultimate beneficial owner, Mr. Li Jia Heng (“Mr. Li”) are Independent Third Parties. Mr. Li is a merchant in the PRC.

The group of Vendor is engaging in the financial industry in the PRC, and its business includes commercial factoring, finance leasing, small amount lending and investment and fund management, etc. The group of Vendor has obtained pre-approval from relevant regulatory bodies of the PRC to incorporate company for conducting business on commercial factoring and finance leasing, and will obtain pre-approval from relevant regulatory bodies of the PRC to incorporate company for conducting small amount lending business. The group of Vendor is negotiating with the Shenzhen Qianhai Financial Development Limited on the cooperation in conducting investment and fund management business. The Proposed Acquisition contemplated in the MOU will mainly engage in commercial factoring business, and the Company will continue negotiate with the group of Vendor on the cooperation in other business in the financial area in the PRC.

According to the MOU, the Company and its appointed representative and/or advisor has to conduct appropriate due diligence on the Target Company in the areas of operation, financial and legal status within 6 months immediately commencing from the signing of the MOU or other date agreed by both parties (“Assessment Period”). Subject to the satisfaction of due diligence result on the Target Company, the Company will consider further negotiation with the Vendors on the Proposed Acquisition.

The Company has exclusive right on the Proposed Acquisition during the Assessment Period and after 3 months of the Assessment Period (“Exclusivity Period”). In the Exclusivity Period, unless there is written notification from the Company to terminate the negotiation, the Vendor cannot negotiate or sign agreement or MOU with any third party on the Proposed Acquisition.

The MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

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

“Board”	the board of Directors
“Company”	Chanceton Financial Group Limited, a company incorporated
	in the Cayman Islands with limited liability and the shares
	of which are listed on GEM
“connected person”	has the meaning ascribed to it under the GEM Listing Rules
“Director(s)”	director(s) of the Company
“GEM”	the Growth Enterprise Market operated by the Stock
	Exchange
“GEM Listing Rules”	The Rules Governing the Listing of Securities on GEM
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)”	third party(ies) independent of the Company and its
	connected persons (as defined in the GEM Listing Rules)
“MOU”	the memorandum of understanding dated 15 September
	2014 entered into between the Company and the Vendor in
	relation to Proposed Acquisition
“Proposed Acquisition”	the proposed acquisition of certain percentage of
	shareholding in the Target Company by the Company from
	the Vendor as contemplated under the MOU
“PRC”	the People’s Republic of China
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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Sino Capital Holding Group Limited, a company incorporated in Samoa with limited liability

“Vendor”

“%”

per cent

By order of the Board Chanceton Financial Group Limited Wong Kam Wah

Chief Executive Officer and Executive Director

Hong Kong, 15 September 2014

As at the date of this announcement, the Company’s executive Directors are Ms. Ho Chiu Ha Maisy (Chairman), Mr. Wong Kam Wah, Mr. Lau Ling Tak, Ms. Man Wing Yee Ginny and Mr. Leung Man Kit, 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).

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