Web3 Meta Limited — M&A Activity 2017

Jun 6, 2017

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)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF A POTENTIAL ACQUISITION

This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the inside information provisions under Part XIVA of the SFO.

THE MOU

The Company is pleased to announce that on 6 June 2017 (after trading hours), the Company and the Vendors entered into the MOU, pursuant to which the Company intended to acquire the entire equity interest in the Target Company at the Proposed Consideration. The Target Company is principally engaged in the production and sale of leather products, including leather wallets, leather bags and luggage, with ‘‘Bentley’’ logo in the PRC. The consideration of the Proposed Acquisition will be settled in cash.

If the Proposed Acquisition is materialised, it may constitute a major transaction for the Company under the GEM Listing Rules and further announcement(s) will be made by the Company in compliance with the GEM Listing Rules as and when appropriate.

Shareholders and potential investors of the Company should be aware that the MOU is nonlegally binding and details and terms of the Proposed Acquisition are subject to commercial negotiations between the parties to the MOU. As the Proposed Acquisition may or may not proceed, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

THE MOU AND THE PROPOSED ACQUISITION

This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the inside information provisions under Part XIVA of the SFO.

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The Company is pleased to announce that on 6 June 2017 (after trading hours), the Company and the Vendors entered into the MOU and details of which are set out as follows:

Date : 6 June 2017

• Parties to the MOU : (i) the Company;

• (ii) Mr. Na Shusheng (那樹生), as one of the Vendors, who owns 41% of the shares in the Target Company;

• (iii) Mr. Yu Zongfei (余宗飛), as one of the Vendors, who owns 40% of the shares in the Target Company; and

• (iv) 中網載線控股有限公司, one of the Vendors, which owns 19% of the shares in the Target Company.

To the best of the knowledge, information and belief of the directors of the Company and having made all reasonable enquiries, the Vendors and the beneficial owner of中網載線控股有限公司are third parties independent of the Company and its connected persons (as defined under the GEM Listing Rules).

• Proposed Consideration : the total consideration for the proposed consideration is HK$80,000,000.00 which will be settled by cash.

The Proposed Acquisition

Pursuant to the MOU, the Company intended to acquire and the Vendors intended to dispose of and assign the entire equity interest in the Target Company. The Target Company is principally engaged in the production and sale of leather products, including leather wallets, leather bags and luggage, with ‘‘Bentley’’ logo in the PRC.

Pursuant to the MOU, the Company shall be entitled to carry out due diligence review of the operation and financial affairs of the Company within 60 days. From the date of the MOU until 4 August 2017 or such longer period as the parties thereto may agree in writing (the ‘‘Exclusivity Period’’), the Vendors shall not during the Exclusivity Period negotiate or agree with any other party relating to the Proposed Acquisition or do anything which is inconsistent with the Proposed Acquisition as stated in the MOU. The parties will use their best endeavours to enter into a formal agreement in relation to the Proposed Transaction during this Exclusivity Period.

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Termination

The terms of the Proposed Acquisition are subject to further negotiation between the parties.

The MOU shall be automatically terminated upon the earlier of (i) the expiry of the Exclusivity Period; (ii) the formal agreement having been entered into between the Vendor and the Company (or its nominee); or (iii) upon written confirmation to the Vendors that the due diligence exercise is not satisfactory.

Reasons for Entering into the MOU

The Directors consider that the entering into the MOU and the Proposed Acquisition, if materialises, could enable the Group to expand the existing leather jacket products to branded leather goods including leather wallet, bag and luggage. Therefore, the Directors are of the view that the entering into the MOU and proceeding with the Proposed Acquisition can expand the diversity of products offered by the Company and are in the best interests of the Company and the Shareholders as a whole.

Shareholders and potential investors of the Company should be aware that the MOU is nonlegally binding and details and terms of the Proposed Acquisition are subject to commercial negotiations between the parties to the MOU. As the Proposed Acquisition may or may not proceed, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

If the Proposed Acquisition is materialised, it may constitute a major transaction for the Company under the GEM Listing Rules and further announcement(s) will be made by the Company in compliance with the GEM Listing Rules as and when appropriate.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

‘‘Board’’	the board of Directors
‘‘Company’’	Odella Leather Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and the issued Shares of which
	are listed on GEM
‘‘Directors’’	the directors of the Company
‘‘GEM’’	the Growth Enterprise Market of the Stock Exchange
‘‘GEM Listing Rules’’	Rule Governing the Listing of Securities on GEM
‘‘Group’’	the Company and its subsidiaries

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‘‘Independent Third	any persons or company(ies) and their respective ultimate beneficial
Party(ies)’’	owners, to the best of the Directors’ knowledge, information and belief
	having made all reasonable enquiries, are not connected persons of the
	Group and are third parties independent of the Group and its connected
	persons in accordance with the GEM Listing Rules
‘‘MOU’’	a memorandum of understanding dated 6 June 2017 entered into
	between the Company and the Vendors in relation to the Proposed
	Acquisition
‘‘PRC’’	the People’s Republic of China, which for the purpose of this
	announcement shall exclude Hong Kong, Taiwan and the Macau
	Special Administrative Region of the PRC
‘‘Proposed Acquisition’’	the proposed acquisition by the Company as prospective purchaser of
	100% of the issued share capital of the Target Company
‘‘Proposed Consideration’’	HK$80,000,000.00
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571, Laws of Hong
	Kong)
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of the Company
‘‘Shareholders’’	The holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Target Company’’	中網創投(深圳)有限公司, a company registered in Shenzhen, PRC as a
	limited company
‘‘Vendors’’	Mr. Na Shusheng (那樹生), Mr. Yu Zongfei (余宗飛) and 中網載線控
	股有限公司
	By Order of the Board
	Odella Leather Holdings Limited
	Zhu Yongjun
	Chairman and Chief Executive Officer

Hong Kong, 6 June 2017

As at the date hereof, the Board comprises Mr. Zhu Yongjun and Mr. Tang Yau Sing as executive Directors; Mr. Shao Zuosheng as non-executive Director; Mr. Cheung Kam Tong Antonio, Mr. Chui Man Lung Everett and Mr. Han Chu as independent non-executive Directors.

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This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the day of its publication and on the website of the Company at http://www.odella.com.

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