Vongroup Limited — M&A Activity 2015

Apr 28, 2015

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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**Vongroup Limited 黃河實業有限公司 ***

(incorporated in the Cayman Islands with limited liability) (stock code: 318)

FURTHER INFORMATION

RELATING TO MAJOR TRANSACTION INVOLVING DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY

This announcement is made pursuant to Rule 14.36 of The Rules Governing the Listing of Shares on The Stock Exchange of Hong Kong Limited. Reference is made to the announcement of the Company dated 20 April 2015 (the “Announcement”). Capitalised terms used herein shall bear the meanings ascribed to them in the Announcement.

The Board wishes to announce that on 28 April 2015 it was agreed between the Vendor and the Purchaser that the financial cut-off date of the Disposal would be 30 April 2015. Thereafter all economic and legal interests, benefits and liabilities in relation to the Sale Share and the Target Group shall be taken up by the Purchaser.

As a result, post-Completion adjustments to the Consideration referred to in the Announcement shall be made by reference to unaudited consolidated accounts of the Target Group as of the financial cutoff date, instead of as of the Completion Date.

Shareholders and potential investors of the Company should note that Completion is subject to the fulfillment of certain conditions precedent, and there is no assurance that the Disposal will be completed. Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

By Order of the Board Vongroup Limited Tsui Siu-hung Raymond Company Secretary

Hong Kong, 28 April 2015

As at the date of this announcement, the Board comprises executive Directors, namely Mr. Vong Tat Ieong, David and Mr. Xu Siping; and independent non-executive Directors, namely Mr. Fung Ka Keung, David, Dr. Lam Lee G. and Ms. Wong Man Ngar, Edna.

• For identification purpose only

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