Web3 Meta Limited — M&A Activity 2016

Dec 12, 2016

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.

ODELLA LEATHER HOLDINGS LIMITED

愛特麗皮革控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 17.10 OF THE GEM LISTING RULES AND THE INSIDE INFORMATION PROVISIONS, UNUSUAL PRICE AND VOLUME MOVEMENT AND RESUMPTION OF TRADING

This announcement is made pursuant to Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”), Rule 17.10 of the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM ”) of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong.

Reference is made to the announcement of Odella Leather Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) dated 9 December 2016 in respect of the trading halt in the shares of the Company (the “ Shares ”) pending the release of an announcement in respect of inside information of the Company.

POSSIBLE TRANSACTION INVOLVING SHARES OF THE COMPANY

The board (the “ Board ”) of directors (the “ Directors ”) of the Company wishes to advise the shareholders of the Company (the “ Shareholders ”) that the Board has been informed by Quality Century Limited (“ QCL ”), Design Vanguard Limited (“ DVL ”) and Olson Global Limited (“ OGL ”, together with QCL and DVL, the “ Potential Vendors ”) that they have been approached by an independent third party (the “ Potential Purchaser ”) in respect of a possible acquisition (the “ Possible Acquisition ”) by the Potential Purchaser of all the Shares held by the Potential Vendors which may result in a change in control of the Company. As at the date of this announcement, the Potential Vendors in aggregate hold 300,000,000 Shares, representing 75.0% of the issued share capital of the Company. The Potential Vendors and the Potential Purchaser further entered into the memorandum of understanding (“ MOU ”) on 10 December 2016 which sets forth the understanding and certain preliminary terms in relation to the Possible Acquisition amongst the parties thereto.

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Transfer of the Shares by the Potential Vendors

Subject to a legally binding agreement (the “ Definitive Agreement ”) being entered into, if the Possible Acquisition materialises, the Potential Purchaser will acquire 300,000,000 Shares from the Potential Vendors which will then give rise to an obligation on the part of the Potential Purchaser and any parties acting in concert with it to make a mandatory unconditional general offer for all the Shares (other than those already owned or agreed to be acquired by the Potential Purchaser) under Rule 26.1 of the Takeovers Code. Following completion of the Possible Acquisition, the Potential Vendors will cease to be the Shareholders and the Potential Purchaser will become a controlling shareholder of the Company. The parties to the MOU agree to use their reasonable endeavours, as far as practicable, to enter into the Definitive Agreement, the terms and conditions of which include, but not limited to, the undertakings, representations and warranties on the Company by the Potential Vendors and conditions precedent to the Possible Acquisition when it materialises.

Earnest Money and due diligence on the Group

The Potential Purchaser agrees to place certain amount of earnest money (the “ Earnest Money ”) to the escrow agent for the Possible Acquisition. By paying the Earnest Money, the Potential Purchaser was granted an exclusive right to negotiate with the Potential Vendors in relation to the Possible Acquisition from the date of the MOU until 12 January 2017 (or a later date agreed by all parties in writing) (the “ Cut-off Date ”). During this period, the Potential Purchaser and its advisers are entitled to conduct a due diligence exercise on the business and financial of the Group.

In respect of the Earnest Money, the parties to the MOU shall adhere to the following provisions:

(i) if the parties to the MOU are unable to enter into the Definitive Agreement on or before the Cut-off Date due to the financial parameters of the Group as agreed by all parties in the MOU not being met, the Earnest Money shall be refunded in full to the Potential Purchaser within two business days after the Cut-off Date and the MOU shall be immediately terminated after such refund; or

(ii) if the parties to the MOU are unable to enter into the Definitive Agreement on or before the Cut-off Date but not due to the financial parameters of the Group as agreed by all parties in the MOU not being met, the Earnest Money shall be refunded in half to the Potential Purchaser within two business days after the Cut-off Date and the other half of the Earnest Money shall be paid to the Potential Vendors as compensation on granting the negotiation exclusivity on the Possible Acquisition and the MOU shall be immediately terminated after such refund; or

(iii) if the parties to the MOU will enter into the Definitive Agreement on or before the Cut-off Date, the Earnest Money may be applied as partial settlement of the consideration for the Possible Acquisition at completion of the Possible Acquisition pursuant to the term of the Definitive Agreement.

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Legal effect of the MOU

The provisions in relation to, among others, the Earnest Money, confidentiality and governing law and jurisdiction are legally binding. Save and except for these provisions, other provisions of the MOU are not legally binding.

Monthly update

The Potential Vendors informed the Board that the discussion is still in progress and the Possible Acquisition may, or may not, eventuate in the entering into of the Definitive Agreement. In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the aforesaid discussions will be made until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made as and when necessary in accordance with the GEM Listing Rules and the Takeovers Code (if applicable).

Shareholders and potential investors of the Company should be aware that there is no certainty that the discussions mentioned in this announcement will proceed or that the same will result in the Definitive Agreement. There is no assurance that any discussions mentioned in this announcement will either materialise or eventually be consummated and the discussions may or may not lead to the making of an offer for the Shares. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares and/or other securities of the Company.

In compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company (as defined in the Takeovers Code) in issue comprise 400,000,000 Shares as at the date of this announcement.

Save as disclosed above, the Company does not have other classes of securities, derivatives, warrants or other securities which are convertible or exchangeable into Shares as at the date of this announcement.

Dealing disclosures

For the purpose of the Takeovers Code, the offer period commences on the date of the issue of this announcement, being 12 December 2016. The associates of the Company (including, amongst others, persons holding 5% or more of a class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company) are hereby reminded to disclose their dealings in any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company under Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

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“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million.

This dispensation does not alter the obligations of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that cooperation.”

For the avoidance of doubt, the meaning of “Executive” as set out above has the meaning ascribed to it under the Takeovers Code, being the executive director of the Corporate Finance Division of the Securities and Futures Commission or any delegate of such executive director.

UNUSUAL PRICE AND VOLUME MOVEMENT

The Board has noted the increases in price and trading volume of the Shares before the trading in the Shares was halted on 9 December 2016. Apart from the matter as disclosed in this announcement and having made such enquiry with respect to the Company as is reasonable in the circumstances, the Board confirms that it is not aware of any reasons that caused the increases in price and trading volume of the shares of the Company or of any information which must be announced to avoid a false market in the Company’s securities or of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the Shares.

TRADING HALT AND RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares was halted with effect from 2:39 p.m. on 9 December 2016 pending the release of this announcement. An application has been made by the Company to The Stock Exchange of Hong Kong Limited for the resumption of trading in the Shares with effect from 9 a.m. on 13 December 2016.

By order of the Board Odella Leather Holdings Limited Cheung Woon Yiu Chairman

Hong Kong, 12 December 2016

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As at the date of this announcement, the Company’s Board comprises: Ms. Cheung Woon Yiu, Ms. Lam Wai Si Grace and Mr. Ching Wai Man as executive Directors, Ms. Ng Lai Hung as non-executive Director; and Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

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 the information contained in this announcement 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 announcement misleading.

This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the day of its posting and on the Company’s website at www.odella.com.

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