Web3 Meta Limited — M&A Activity 2017

Jan 23, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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

POWER VIEW GROUP LIMITED

ODELLA LEATHER HOLDINGS LIMITED

威 景 集 團 有 限 公 司 愛 特 麗 皮 革 控 股 有 限 公 司 (incorporated in British Virgin Islands with limited liability) (incorporated in the Cayman Islands with limited liability) (Stock Code: 8093)

JOINT ANNOUNCEMENT

• (1) COMPLETION OF THE ACQUISITION OF SALE SHARES BY THE OFFEROR UNDER THE SALE AND PURCHASE AGREEMENT; AND

(2) MANDATORY UNCONDITIONAL CASH OFFER BY CHINA GOLDJOY SECURITIES LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF ODELLA LEATHER HOLDINGS LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR AND/OR PARTIES ACTING IN CONCERT WITH IT)

Joint Financial Advisers to the Offeror

==> picture [34 x 34] intentionally omitted <==

==> picture [8 x 34] intentionally omitted <==

==> picture [8 x 32] intentionally omitted <==

==> picture [25 x 25] intentionally omitted <==

Titan Financial Services Limited Dongxing Securities (Hong Kong) Company Limited

Reference is made to the announcement jointly issued by Odella Leather Holdings Limited (the ‘‘Company’’) and Power View Group Limited (the ‘‘Offeror’’) dated 18 January 2017 (the ‘‘Joint Announcement’’). Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE SALE AND PURCHASE AGREEMENT AND THE MANDATORY UNCONDITIONAL CASH OFFER

The Company (as informed by the Vendors) and the Offeror are pleased to announce that Completion took place on 23 January 2017 in accordance with the terms and provision of the Sale and Purchase Agreement.

Following Completion and as at the date of this joint announcement, the Offeror and parties acting in concert with it become interested in, and control the voting rights in respect of, an aggregate of 300,000,000 Shares, representing 75% of the entire issued share capital of the Company. Accordingly,

– 1 –

pursuant to Rule 26.1 of the Takeovers Code, China Goldjoy Securities Limited will, on behalf of the Offeror, make a mandatory unconditional cash offer to acquire all the issued Shares (other than those already owned by and/or agreed to be acquired by the Offeror and/or parties acting in concert with it) at HK$1.1692 per Offer Share (the ‘‘Offer Price’’) and in accordance with the terms to be set out in the Composite Document (the ‘‘Offer’’). The Offer Price is the same as the price paid by the Offeror for each Sale Share pursuant to the Sale and Purchase Agreement. As at the date of this joint announcement, there are 400,000,000 Shares in issue and the Company has no outstanding securities, options, warrants or derivatives which are convertible into or which confer rights to require the issue of Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

DESPATCH OF THE COMPOSITE DOCUMENT

It is the intention of the respective boards of directors of the Company and the Offeror that the offer document and the offeree board circular be combined in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document setting out, among other things, (i) details of the Offer (including the expected timetable and terms of the Offer); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) a letter of advice from an independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Offer, together with the relevant Form of Acceptance, will be issued and despatched to the Shareholders within 21 days from the date of the Joint Announcement or such later date as may be approved by the Executive and in compliance with the requirements of the Takeovers Code and other applicable regulations.

By Order of the Board	By Order of the Board
Power View Group Limited	Odella Leather Holdings Limited
Tian Yuan	Cheung Woon Yiu
Director	Chairman

Hong Kong, 23 January 2017

As at the date of this joint announcement, the board of the directors of the Offeror comprises of Ms. Tian Yuan and Mr. Zhu Yongjun.

As at the date of this joint announcement, the Offeror is ultimately and indirectly controlled by Mr. Shi Weiguo, Mr. Zhang Xian, Mr. Feng Yuming, Mr. Li Hongxin, Mr. Li Jun and Mr. He Zhiliang, being the general partners of Shanghai Tiger.

The directors of the Offeror and, collectively, the general partners of Shanghai Tiger jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

– 2 –

As at the date of this joint announcement, the 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.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

This joint 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.

– 3 –