Web3 Meta Limited — M&A Activity 2017

Jan 18, 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 in British Virgin Islands with limited liability) (incorporated in the Cayman Islands with limited liability) (Stock Code: 8093)

(incorporated in British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

(1) ACQUISITION OF SALE SHARES OF ODELLA LEATHER HOLDINGS LIMITED BY THE OFFEROR;

(2) POSSIBLE 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)

AND

(3) RESUMPTION OF TRADING

Joint Financial Advisers to the Offeror

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

THE SALE AND PURCHASE AGREEMENT

On 12 January 2017 (after trading hours), the Offeror (as purchaser) entered into the Sale and Purchase Agreement with the Vendors and the Guarantors, pursuant to which the Offeror conditionally agreed to acquire and the Vendors conditionally agreed to sell the Sale Shares, being 300,000,000 Shares, representing 75% of the entire issued share capital of the Company as at the date of this joint announcement for a total consideration of HK$350,760,000, equivalent to HK$1.1692 per Sale Share, which was agreed between the Offeror and the Vendors after arm’s length negotiations. Completion shall take place on the Completion Date.

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POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

As at the date of this joint announcement, save for the Sale Shares, the Offeror and parties acting in concert with it do not hold, own, control or have direction over any Shares in the share capital or voting rights of the Company. Immediately after Completion, the Offeror and parties acting in concert with it will be interested in a total of 300,000,000 Shares, representing 75% of the entire issued share capital of the Company.

Pursuant to Rule 26.1 of the Takeovers Code, subject to Completion, the Offeror will be required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it).

As at the date of this joint announcement, the Company has 400,000,000 Shares in issue. The Company does not have any outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares.

Subject to Completion, China Goldjoy Securities Limited, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .HK$1.1692 in cash

The Offer Price of HK$1.1692 per Offer Share is equal to the purchase price per Sale Share under the Sale and Purchase Agreement.

The principal terms of the Offer are set out under the section headed ‘‘POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER’’ below in this joint announcement.

The Offeror shall finance and satisfy the consideration payable under the Sale and Purchase Agreement with its internal resources and the ST Loan Facility. The Offeror intends to finance and satisfy the consideration payable under the Offer with the Standby Loan Facility.

Titan Financial Services and Dongxing Securities (Hong Kong) have been appointed as the joint financial advisers to the Offeror in respect of the Offer. They are satisfied that sufficient financial resources are, and will remain, available to the Offeror to satisfy the amount of funds required for the full acceptance of the Offer.

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INDEPENDENT BOARD COMMITTEE OF THE COMPANY

Pursuant to Rule 2.1 of the Takeovers Code, the Independent Board Committee, comprising all nonexecutive Directors, namely Ms. Ng Lai Hung, Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker, has been formed to advise the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Offer. The appointment of the independent financial adviser is subject to the approval of the Independent Board Committee. A further announcement will be made when the independent financial adviser to the Independent Board Committee and the Independent Shareholders is appointed.

DESPATCH OF COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch an offer document containing the terms of the Offer, together with the Form of Acceptance, to the Shareholders within 21 days after the date of this joint announcement, or such later date as the Executive may approve.

If the Offer materialises, it is the intention of the respective boards of directors of the Offeror and the Company to combine the offer document and the offeree board circular into the Composite Document. Accordingly, the Composite Document containing, among other things, (i) the 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 the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Offer, together with the Form of Acceptance, will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code, within 21 days from the date of this joint announcement or such later date as the Executive may approve. The Independent Shareholders are encouraged to read the Composite Document carefully, including the advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders and the recommendation from the Independent Board Committee to the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer, before deciding whether or not to accept the Offer.

RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 13 January 2017 pending the release of this joint announcement. Application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 19 January 2017.

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WARNING

The making of the Offer is subject to Completion taking place, which in turn is conditional on the fulfillment and/or waiver of the conditions precedent as described in the paragraph headed ‘‘The Sale and Purchase Agreement — Conditions’’ in this joint announcement as appropriate. Shareholders and potential investors should exercise caution when dealing in the Shares during the Offer Period. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

Reference is made to the announcement of the Company dated 12 December 2016 in relation to, among other things, the possible sale by the Vendors of all their Shares in the Company. The Company was informed that on 12 January 2017 (after trading hours), the Offeror (as purchaser) entered into the Sale and Purchase Agreement with the Vendors and the Guarantors. Principal terms of the Sale and Purchase Agreement are set out below.

THE SALE AND PURCHASE AGREEMENT

Date : 12 January 2017

Parties

• Vendors : (a) Quality Century Limited, a company incorporated in the British Virgin Islands with limited liability, legally and beneficially holding 204,000,000 Shares, representing 51% of the entire issued share capital of the Company as at the date of this joint announcement;

• (b) Design Vanguard Limited, a company incorporated in the British Virgin Islands with limited liability, legally and beneficially holding 51,000,000 Shares, representing 12.75% of the entire issued share capital of the Company as at the date of this joint announcement; and

• (c) Olson Global Limited, a company incorporated in the British Virgin Islands with limited liability, legally and beneficially holding 45,000,000 Shares, representing 11.25% of the entire issued share capital of the Company as at the date of this joint announcement.

• Purchaser : Power View Group Limited, being the Offeror

• Guarantors : (a) Ms. Cheung Woon Yiu, sole shareholder of Quality Century Limited;

• (b) Ms. Lam Wai Si Grace, sole shareholder of Design Vanguard Limited; and

• (c) Mr. Ching Wai Man, sole shareholder of Olson Global Limited.

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Offeror, its ultimate beneficial owner and parties acting in concert with any of them are third parties independent of and not connected with the Company and the Company’s connected persons and not connected with, either the Company or any of its connected persons, and not a party acting in concert with any of them, save that the Offeror shall become a controlling Shareholder upon Completion.

The Guarantors have agreed to give guarantee in relation to the warranties, representations and undertakings given by the Vendors and the Guarantors and the performance by the Vendors of certain of their obligations upon Completion under the Sale and Purchase Agreement. The guarantee given by and imposed on the Guarantors was on a several basis (but not joint or joint and several basis) in respect of the obligations and liabilities of the relevant Vendor wholly-owned by him/her.

Subject matter of the Sale and Purchase Agreement

Pursuant to the Sale and Purchase Agreement, the Vendors have conditionally agreed to sell and the Offeror has conditionally agreed to purchase the Sale Shares, being 300,000,000 Shares, representing 75% of the entire issued share capital of the Company as at the date of this joint announcement, for a total consideration of HK$350,760,000, free from all Encumbrances and with all rights attaching thereto, including the right to receive all dividends and other distributions declared, made or paid on or after the date of the Sale and Purchase Agreement.

Consideration for the Sale Shares

The total consideration for the Sale Shares is HK$350,760,000 (equivalent to HK$1.1692 per Sale Share) which was agreed between the Offeror and the Vendors after arm’s length negotiations, taking into account, among others, (i) the performance of the Group; and (ii) the prevailing market prices of the Shares. The consideration shall be payable by the Offeror to the Vendors in the following manner:

• (a) before signing the Sale and Purchase Agreement, a sum of HK$20,000,000, being part of the Deposit, had been deposited by the Offeror with the Escrow Agent following the signing of a memorandum of understanding dated 10 December 2016 in respect of the understanding and certain preliminary terms for the sale and purchase of the Sale Shares entered into among the Vendors and the Offeror; the said part of the Deposit had been released by the Escrow Agent to the Vendors;

• (b) the sum of HK$15,000,000 being the remaining balance of the Deposit, had been paid by the Offeror to the Vendors;

• (c) the remaining balance of the consideration of the Sale Shares, being HK$315,760,000 shall be payable by the Offeror to the Vendors in cash upon Completion.

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Conditions

Completion is subject to the following conditions having been fulfilled or waived as appropriate:

• (a) the listing and trading of the Shares having been resumed following the clearance by the Stock Exchange and the SFC of this joint announcement and its publication, the Shares remaining so listed and traded on the Completion Date, and no indication being received on or before the Completion Date from the SFC or the Stock Exchange to the effect that the listing of the Shares on the GEM will or may be withdrawn or objected to as a result of Completion or in connection with the terms of or any transaction contemplated by the Sale and Purchase Agreement;

• (b) the warranties, representations and undertakings given by the Vendors and the Guarantors remaining true and accurate in all material respects on the date of the Sale and Purchase Agreement and at Completion, as if repeated at Completion, and no Material Adverse Effect having occurred between the date of the Sale and Purchase Agreement and Completion;

• (c) no order or judgment (whether temporary, preliminary or permanent) of any relevant Governmental Authority having been issued or made prior to Completion which has the effect of making unlawful or otherwise prohibiting or restricting or limiting the transfer of the Sale Shares to the Offeror (or its associates (as defined in the GEM Listing Rules)), or any transaction contemplated by the Sale and Purchase Agreement; and

• (d) the Vendors having performed all their respective undertakings and agreements in relation to certain matters pending Completion pursuant to the Sale and Purchase Agreement. Such undertakings and agreements involve (i) release and discharge of all indebtedness and obligations, etc., between the Group and the Vendors and their respective associates (as defined in the GEM Listing Rules), except certain items as specified in the Sale and Purchase Agreement; and (ii) matters to be done or avoided to be done to procure the business of the Group to be operated in a normal basis and in the ordinary course of business pending Completion.

The Vendors and the Offeror shall collectively procure the fulfilment of condition (a) and the Vendors shall use their respective best endeavour to procure the fulfilment of conditions (b) to (d), on or before the Long Stop Date. The Offeror may at its absolute discretion at any time waive in writing condition (b) and/or (d) either in whole or in part.

If the conditions are not fulfilled or waived on or before the Long Stop Date, the Sale and Purchase Agreement shall lapse and be of no further effect except for certain clauses in the Sale and Purchase Agreement relating to confidentiality, notice, governing law, jurisdiction and process agent. The Vendors shall refund the Deposit (without interest) to the Offeror, following which no party to the Sale and Purchase Agreement shall have any claim against or liability to the other parties, save in respect of any antecedent breaches of the Sale and Purchase Agreement.

As at the date of this joint announcement, to the best of the knowledge, information and belief of the Offeror and the Vendors having made all reasonable enquiries, the Offeror and Vendors have not identified any governmental or regulatory approval or third party consents required for the Completion.

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Completion

Completion shall take place on the Completion Date, being the third Business Day after the fulfillment of all conditions (other than any of the conditions waived pursuant to the Sale and Purchase Agreement) as detailed in the section headed ‘‘The Sale and Purchase Agreement — Conditions’’ of this joint announcement (or such other date as the parties thereto may agree in writing).

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

As at the date of this joint announcement, save for the Sale Shares, the Offeror and parties acting in concert with it do not hold, own, control or have direction over any Shares in the share capital or voting rights of the Company or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code). Immediately after Completion, the Offeror and parties acting in concert with it will be interested in a total of 300,000,000 Shares, representing 75% of the entire issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, subject to Completion, the Offeror is required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it).

As at the date of this joint announcement, the Company has 400,000,000 Shares in issue. The Company does not have any outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares, as at the date of this joint announcement.

Principal terms of the Offer

Subject to Completion, China Goldjoy Securities Limited, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

Consideration of the Offer

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.1692 in cash

The Offer Price of HK$1.1692 per Offer Share is equal to the purchase price per Sale Share under the Sale and Purchase Agreement. The Offer Shares to be acquired under the Offer shall be fully paid and free from all Encumbrances and together with all rights attaching to them, including all rights to any dividend or other distribution declared, made or paid on or after the date on which the Offer is made, being the date of the despatch of the Composite Document.

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Comparisons of value

The Offer Price of HK$1.1692 per Offer Share represents:

• (a) a premium of approximately 2.56% over the closing price of HK$1.14 per Share as quoted on the Stock Exchange on 12 January 2017, being the Last Trading Day;

• (b) a premium of approximately 11.78% over the average closing price of approximately HK$1.0460 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;

• (c) a premium of approximately 15.76% over the average closing price of approximately HK$1.0100 per Share as quoted on the Stock Exchange for the 10 consecutive trading days immediately prior to and including the Last Trading Day;

• (d) a premium of approximately 43.46% over the average closing price of approximately HK$0.8150 per Share as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day; and

• (e) a premium of approximately 655.79% over the audited consolidated net asset value attributable to Shareholders of approximately HK$0.1547 per Share as at 30 June 2016, the date to which the latest audited financial results of the Group were made up.

Highest and lowest Share prices

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the sixmonth period ended on the Last Trading Day were HK$1.14 per Share on 12 January 2017 and HK$0.49 per Share on 17 November 2016, respectively.

Value of the Offer

As at the date of this joint announcement, there are 400,000,000 Shares in issue. Based on the Offer Price of HK$1.1692 per Offer Share, the entire issued share capital of the Company is valued at HK$467,680,000. As the Offeror and parties acting in concert with it will hold in aggregate 300,000,000 Shares immediately after Completion (if materialised), 100,000,000 Shares will be subject to the Offer. Based on the Offer Price of HK$1.1692 per Offer Share, the total consideration of the Offer would be HK$116,920,000 (assuming full acceptance of the Offer).

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Financial resources available to the Offeror

The Offeror shall finance and satisfy the consideration payable under the Sale and Purchase Agreement with its internal resources and the ST Loan Facility. The Offeror intends to finance and satisfy the consideration payable under the Offer with the Standby Loan Facility.

Titan Financial Services and Dongxing Securities (Hong Kong) have been appointed as the joint financial advisers to the Offeror in respect of the Offer. They are satisfied that sufficient financial resources are, and will remain, available to the Offeror to satisfy the amount of funds required for the full acceptance of the Offer.

Acceptance of the Offer would be irrevocable and would not be capable of being withdrawn, subject to the provisions of the Takeovers Code.

Effect of accepting the Offer

By validly accepting the Offer, the Independent Shareholders will sell their Shares to the Offeror free from all Encumbrances and together with all rights attaching to them, including all rights to any dividend or other distribution declared, made or paid on or after the date on which the Offer is made, being the date of despatch of the Composite Document. Acceptance of the Offer shall be irrevocable and shall not be capable of being withdrawn, subject to the provisions of the Takeovers Code.

Hong Kong stamp duty

The seller’s Hong Kong ad valorem stamp duty on acceptances of the Offer at a rate of 0.1% of the consideration payable in respect of the relevant acceptances by the Independent Shareholders or if higher, the market value of the Offer Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the amount payable to the Independent Shareholders who accept the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of the relevant Independent Shareholders who accept the Offer. The Offeror will bear buyer’s ad valorem stamp duty.

Payment

Payment in cash in respect of acceptances of the Offer will be made as soon as possible but in any event within seven (7) business days (as defined in the Takeovers Code) of the date on which the duly completed acceptances of the Offer and the relevant documents of title in respect of such acceptances are received by the Offeror (or its agent) to render each such acceptance complete and valid.

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Taxation advice

Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offer. None of the Offeror, parties acting in concert with the Offeror, the Company, Titan Financial Services and Dongxing Securities (Hong Kong) and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offer accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer.

Overseas Shareholders

The Offeror intends to make the Offer available to all Independent Shareholders, including those who are not resident in Hong Kong. The availability of the Offer to any Overseas Shareholders may be subject to, or limited by, by the applicable laws and regulations of their relevant jurisdictions of residence. Overseas Shareholders should observe any applicable legal and regulatory requirements and, where necessary, consult their own professional advisers. It is the responsibilities of the Overseas Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due by such Overseas Shareholders in respect of such jurisdictions).

Any acceptance of the Offer by any Overseas Shareholders will be deemed to constitute a representation and warranty from such Overseas Shareholders to the Offeror that the applicable local laws and requirements have been complied with. The Overseas Shareholders should consult their professional advisers if in doubt.

INFORMATION ON THE GROUP

The Group is specialised in the manufacture and sales of private label leather garments for its customers on original equipment manufacturer basis. The subsidiaries of the Group are principally engaged in manufacturing and sales of leather garment products to renowned customers based in the United States of America, Australia, Malaysia, Hong Kong and the PRC. Its major customers are mostly fashion brands with price range of leather garments fall under the high-end and middle-end categories.

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Set out below is a summary of certain audited consolidated financial information of the Group for the financial years ended 30 June 2015 and 30 June 2016 as extracted from its annual reports:

	Year ended	Year ended
	30 June 2015	30 June 2016
	HK$’000	HK$’000
	(audited)	(audited)
Revenue	81,947	55,847
Profit before taxation	3,759	4,188
Profit for the year	116	3,827
	As at	As at
	30 June 2015	30 June 2016
	HK$’000	HK$’000
	(audited)	(audited)
Consolidated net asset value attributable to owners
of the Company	57,953	61,872

INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the British Virgin Islands on 23 April 2014 with limited liability. It is principally engaged in investment holding. The Offeror is owned as to 70% by United Conquer Limited and 30% by Mr. Zhu Yongjun. Ms. Tian Yuan and Mr. Zhu Yongjun are the directors of the Offeror.

United Conquer Limited is a company incorporated in the Republic of Seychelles on 28 July 2016 with limited liability and is principally engaged in investment holding. It is wholly-owned by 上海胡桐投資 中心(有限合夥) (Shanghai Hutong Investment Centre (Limited Partnership)*) (‘‘SHIC’’). Ms. Tian Yuan is the sole director of United Conquer Limited.

SHIC is a limited partnership established under the laws of the PRC on 5 April 2016 with limited liability. It is principally engaged in investment in private companies and investment management and advisory. The contribution comprises capital commitment of approximately (i) 1% by 上海昂巨資產管 理有限公司 (Shanghai Angell Asset Management Co. Ltd) through general partnership; and (ii) 29.7% by 吉林省投資集團有限公司 (Jilin Province Investment Group Company Limited), 49.5% by 中天城 投集團上海股權投資基金合夥企業(有限合夥) (Zhongtian Urban Development Group Shanghai Equity Investment Fund Partnership (Limited Partnership)*) and 19.8% by Mr. Xiang Yongcheng all through limited partnership. Mr. Zhang Xian is the authorised representative of SHIC.

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上海昂巨資產管理有限公司 (Shanghai Angell Asset Management Co. Ltd) is a company established under the laws of the PRC on 7 March 2016 with limited liability. It is principally engaged in asset and investment management, enterprise investment and investment advisory. It is owned as to 38% by Shanghai Tiger (as defined below), 32% by 吉林省投資集團有限公司 (Jilin Province Investment Group Company Limited), 20% by 深圳市君尚厚德投資中心合夥企業(有限合夥) (Shenzhen Junshang Houde Investment Centre Partnership Corporation (Limited Partnership)*) and 10% by Mr. Yao Ligang.

吉林省投資集團有限公司 (Jilin Province Investment Group Company Limited) is a state-owned enterprise and is wholly-owned by 吉林省人民政府國有資產監督管理委員會 (State-owned Assets Supervision & Administration Commission of the People’s Government of Jilin Province) established under the laws of the PRC on 23 March 2007 with limited liability. It is principally engaged in hightechnology investment, property development and asset management.

中天城投集團上海股權投資基金合夥企業(有限合夥) (Zhongtian Urban Development Group Shanghai Equity Investment Fund Partnership (Limited Partnership)) is a limited partnership established under the laws of the PRC on 17 February 2015 with limited liability. It is principally engaged in investment in equity and/or enterprises. The contribution comprises capital commitment of approximately 0.05% by 上海虎鉑股權投資基金管理合夥企業(有限合夥) (Shanghai Tiger Platinum Equity Investment Fund Management Partnership (Limited Partnership)) (‘‘Shanghai Tiger’’) through general partnership and 99.95% by 中天城投集團股份有限公司 (Zhongtian Urban Development Group Company Limited) (‘‘Zhongtian Urban Development’’) through limited partnership. Mr. Shi Weiguo is the authorised representative of 中天城投集團上海股權投資基金合夥企業(有限合夥) (Zhongtian Urban Development Group Shanghai Equity Investment Fund Partnership (Limited Partnership)).

Shanghai Tiger is a limited partnership established under the laws of the PRC on 17 February 2015 with limited liability. It is principally engaged in equity management, investment and investment advisory. The contribution comprises capital commitment of approximately (i) 6.37% by Mr. Shi Weiguo, 1.73% by Mr. Li Jun, 1.73% by Mr. He Zhiliang, 3.1% by Mr. Li Hongxin, 3.97% by Mr. Zhang Xian and 3.1% by Mr. Feng Yuming through general partnership; and (ii) 80% by 貴陽金融控股 有限公司 (Guiyang Jinrong Investment Company Limited*) through limited partnership.

貴陽金融控股有限公司 (Guiyang Jinrong Investment Company Limited*) is a company established under the laws of the PRC on 11 December 2008. It is principally engaged in financial investment and asset management and is wholly-owned by Zhongtian Urban Development.

Zhongtian Urban Development is a company established under the laws of the PRC on 8 January 1994 with limited liability and listed on Shenzhen Stock Exchange, the PRC (Stock Code: 000540). It is principally engaged in property development. It is owned as to approximately 44.87% by Kingsbury International Holdings Co., Ltd. (金世旗國際控股股份有限公司) which in turn is owned by Mr. Luo Yuping by approximately 74.8%.

The Offeror is ultimately and indirectly controlled by the general partners, namely Mr. Shi Weiguo, Mr. Li Jun, Mr. He Zhiliang, Mr. Li Hongxin, Mr. Zhang Xian and Mr. Feng Yuming of Shanghai Tiger.

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Brief background of each of Mr. Zhu Yongjun, Mr. Xiang Yongcheng and Ms. Tian Yuan is set out below:

Mr. Zhu Yongjun (朱勇軍), aged 36, has experience in investment management. Mr. Zhu has been the founder, chairman and chief executive officer of 上海尋投金融信息服務有限公司 (Shanghai Financial Investment Information Services Company Limited) since 2014 and was the founder of 泰州四方網絡 有限公司 (Taizhou Sifang Network Company Limited) in 2005. He was the general manager of the network department of 中國電信泰州實業公司 (China Telecommunications Taizhou Industrial Corporation*) from 2004 to 2005. Mr. Zhu holds a bachelor’s degree in Economic Information Management from Jiangnan University.

Mr. Xiang Yongcheng (相永成), aged 52, joined 臨江嘉合康寧矽業有限 公司(Linjiang Jiahe Kangning Silicon Industry Company Limited) in 1998 and is currently the general manager of the company. He previously attended 吉林省經濟管理幹部學院會議 (Journal of Jilin Province Economic Management Cadre College).

Ms. Tian Yuan (田園), aged 42, obtained her bachelor’s degree in economics from the University of California, Los Angeles and her master of science in financial engineering degree from the University of Michigan Ann Arbor. She was one of the earliest recruited innovative talents in the finance area by the ‘‘The Thousand Talents Plan’’ (‘‘吉林省千人計劃’’), which was held by the government of Jilin Province. Ms. Tian previously worked for US I.B. Fund Management Limited, Societe Generale Securities Hong Kong, Ltd, the Private Wealth Management Department of Morgan Stanley, Los Angeles, the Investment Management Department of Legend Holdings Ltd and other financial enterprises. She is experienced in technical analysis of foreign exchange, foreign exchange trading, derivatives development, trading and sales, financial product investment, the establishment and operation of investment funds, private equity, capital market investment, financing etc. Ms. Tian is now the general manager of 上海昂巨資產管理有限公司 (Shanghai Angell Asset Management Co. Ltd), the deputy general manager of 吉林省投資集團有限公司 (Jilin Province Investment Group Company Limited); the director and deputy general manager of 海通吉禾私募股權基金管理有限公司 (Haitong Jihe Private Equity Fund Management Co., Ltd.). She is also the member of the Investment Committee of 吉林省現代農業和新興產業股權投資基金 (Jilin Province Modern Agriculture and New Industrial Equity Investment Fund) and 吉林省國家新能源創業投資基金合夥企業投委會 (Jilin Province National New Energy Venture Investment Fund Partnership), and the director of the Investment Committee of 吉林省養老健康產業投資基金合夥企業 (Jilin Province Ageing Service Industry Fund*).

Prior to Completion, the Offeror and parties acting in concert with it did not own any Shares, convertible securities, options, warrants or derivatives in the Company or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) and were third parties independent of the Group and its connected persons.

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Dealing and interests in the Company’s securities

Save for the acquisition of the Sale Shares, none of the Offeror, its ultimate beneficial owners, nor parties acting in concert with any of them has dealt in any Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period prior to 12 December 2016, being the date of the first of the Rule 3.7 Announcements, and the period thereafter up to and including the date of this joint announcement.

As at the date of this joint announcement, the Offeror and parties acting in concert with it have not entered into any arrangements or contracts in relation to the derivatives in respect of securities in the Company nor have any of them borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

As at the date of this joint announcement, save for the Sale Shares under the Sale and Purchase Agreement, the Offeror and parties acting in concert with it do not hold, own or control any Shares, options, derivatives, warrants or other securities which may confer rights on the Offeror and parties acting in concert with it to subscribe for, convert or exchange into Shares.

Shareholding structure of the Company

The following table sets out the shareholding structure of the Company (i) as at the date of this joint announcement; and (ii) immediately after Completion.

Shareholders Quality Century Limited Design Vanguard Limited Olson Global Limited The Offeror and parties acting in concert with it Public Shareholders Total	As at the date of this joint announcement Number of Shares % 204,000,000 51.00 51,000,000 12.75 45,000,000 11.25 — — 100,000,000 25.00 400,000,000 100.00	Immediately after Completion Number of Shares % — — — — — — 300,000,000 75.00 100,000,000 25.00 400,000,000 100.00	Immediately after Completion Number of Shares % — — — — — — 300,000,000 75.00 100,000,000 25.00 400,000,000 100.00
			100.00

Other arrangements

The Offeror confirms that as at the date of this joint announcement:

• (a) the Offeror, its ultimate beneficial owners, and/or parties acting in concert with any of them have not received any irrevocable commitment to accept the Offer;

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• (b) there is no outstanding derivative in respect of securities in the Company which has been entered into by the Offeror, its ultimate beneficial owners and/or any person acting in concert with any of them;

• (c) there is no arrangement (whether by way of option, indemnity or otherwise) in relation to the shares of the Offeror or the Company and which may be material to the Offer (as referred to in Note 8 to Rule 22 of the Takeovers Code);

• (d) save for the Sale Shares, none of the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them owns or has control or direction over any voting rights or rights over the Shares or convertible securities, options, warrants or derivatives of the Company;

• (e) other than the Sale and Purchase Agreement, there is no agreement or arrangement to which the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them is a party which relates to circumstances in which it may or may not invoke or seek to invoke a precondition or a condition to the Offer; and

• (f) there is no relevant security (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Offeror, its ultimate beneficial owners, and/or any person acting in concert with any of them has borrowed or lent.

FUTURE INTENTION OF THE OFFEROR REGARDING THE GROUP

Following the close of the Offer, the Offeror intends to continue the existing principal businesses of the Group. The existing principal business of the Group includes the manufacture and sales of private label leather garments for its customers on original equipment manufacturer basis. The Offeror will conduct a review on the existing principal businesses and the financial position of the Group for the purpose of formulating business plans and strategies for the future business development of the Group. In this regard, the Offeror may look into business opportunities and consider whether any asset disposals, asset acquisitions, business rationalisation, business divestment, fund raising, restructuring of the business and/or business diversification will be appropriate in order to enhance the long-term growth potential of the Company. Should such corporate actions materialise, further announcement(s) will be made in accordance with the GEM Listing Rules.

Save as the Offeror’s intention regarding the Group as set out above and the potential changes to the members of the board of directors of the Company as set out below, the Offeror has no intention to (i) discontinue the employment of any employees of the Group; or (ii) redeploy the fixed assets of the Company other than those in its ordinary and usual course of business.

Proposed change of Board composition

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 nonexecutive Directors.

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Certified true copies of the letters of resignation of all existing executive Directors and non-executive Directors, to be effective from the earliest time as permitted under the Takeovers Code and the GEM Listing Rules, will be delivered to the Offeror upon Completion.

At such time as may be notified by the Offeror to the Vendors, the Vendors shall use their reasonable endeavours to persuade the independent non-executive Directors to give notice to resign as Directors at the earliest time permitted under the Takeovers Code and the GEM Listing Rules.

The Offeror proposes to nominate new Directors to the Board subject to compliance with all the applicable regulatory requirements, including the Takeovers Code and the GEM Listing Rules. Following the despatch of the Composite Document, it is proposed that Mr. Zhu Yongjun and Mr. Tang Yau Sing will be appointed as executive Directors and Mr. Cheung Kam Tong Antonio, Mr. Chui Man Lung Everett and Mr. Han Chu as independent non-executive Directors.

Set out below are the biographic details of the above-mentioned nominees for appointment as executive Directors and independent non-executive Directors. Further details required by Rule 17.50(2) of the GEM Listing Rules will be announced after the appointment takes effect:

Proposed Executive Directors

Mr. Zhu Yongjun (朱勇軍)

Mr. Zhu, aged 36, be appointed as an executive Director of the Company. Mr. Zhu has experience in investment management. Mr. Zhu has been the founder, chairman and chief executive officer of 上海尋 投金融信息服務有限公司 (Shanghai Financial Investment Information Services Company Limited) since 2014 and was the founder of 泰州四方網絡有限公司 (Taizhou Sifang Network Company Limited) in 2005. He was the general manager of the network department of 中國電信泰州實業公司 (China Telecommunications Taizhou Industrial Corporation*) from 2004 to 2005. Mr. Zhu holds a bachelor’s degree in economic information management from Jiangnan University.

Mr. Tang Yau Sing (鄧有聲)

Mr. Tang, aged 54, be appointed as an executive Director of the Company. Mr. Tang holds a bachelor of social sciences (honours) degree from the University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants in the United Kingdom, a member of the Taxation Institute of Hong Kong and the Hong Kong Institute of Directors. He has over 25 years of accounting, auditing and financial advisory experience and held key management position in numerous listed companies in Hong Kong and the United States.

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Mr. Tang has been the executive director of Pearl Oriental Oil Limited (Stock Code: 0632) since 20 October 2016. He was the executive director and company secretary of Changgang Dunxin Enterprise Company Limited (Stock Code: 2229) for the period from March 2016 to June 2016, the executive director and chief financial officer of New Sports Group Limited (Stock Code: 0299) for the period from November 2012 to May 2016, the vice president and company secretary of China Environmental Technology Holdings Limited (Stock Code: 0646) for the period from March 2014 to April 2016 and the chairman and executive director of Greens Holdings Limited (Stock Code: 1318) for the period from January 2015 to November 2015. Mr. Tang was also the chief financial officer of China Agritech Inc. (previously listed on NASDAQ) for the period from October 2008 to January 2012.

Proposed Independent non-executive Directors

Mr. Cheung Kam Tong Antonio (張金棠)

Mr. Cheung, aged 55, be appointed as the independent non-executive Director of the Company. Mr. Cheung was the country manager of Dell Hong Kong Limited from 2004 to 2005 and CA Technologies (Hong Kong) Limited from 2005 to 2007. He was the general manager of International SOS (HK) Ltd. from 2008 to 2010. He was the founder of Integrated Credit Solutions Group Limited and Top Stand Corporation Limited and is now the chief executive officer of Top Stand Corporation Limited. Mr. Cheung holds a bachelor of social sciences degree from the University of Hong Kong.

Mr. Chui Man Lung Everett (徐文龍)

Mr. Chui, aged 52, be appointed as an independent non-executive Director of the Company. Mr. Chui is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. Mr. Chui is also a member of the Institute of Chartered Accountants in England and Wales. Mr. Chui became a qualified professional accountant in 1990 when he worked in the audit department of KPMG Hong Kong. Mr. Chui is the founding director and shareholder of Cen-1 Partners Limited, an independent consultancy company specialised in financial engineering and corporate structuring.

Mr. Chui has served as an independent non-executive director of China Ocean Fishing Holdings Limited (stock code: 8047) since 20 May 2015, New Sports Group Limited (stock code: 299) since 10 September 2013, Taung Gold International Limited (stock code: 621) since 20 April 2010 and Up Energy Development Group Limited (stock code: 307) since 30 June 2016. He was also the independent non-executive director of Mingyuan Medicare Development Company Limited from 23 September 2015 to 20 May 2016.

Mr. Chui holds a bachelor of social sciences (honours) degree in Business Economics & Accounting awarded by the University of Southampton in the United Kingdom.

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Mr. Han Chu (韓楚)

Mr. Han, aged 43, be appointed as an independent non-executive Director of the Company. Mr. Han holds a bachelor’s degree in management studies from Nanjing University and a master’s degree in economics from Peking University. Currently, Mr. Han is a director and deputy general manager of 華泰瑞聯基金管理有限公司 (Huatai Ruilian Fund Management Company Limited) since 2013. He served as an executive director in the investment banking division of 華泰聯合證券有限責任公司 (Huatai United Securities Company Limited) for more than six years. Mr. Han has over ten years of experience in investment management and advisory.

Mr. Han was an independent non-executive director of New Sports Group Limited (stock code: 299) from 17 December 2014 to 30 May 2016.

Under the Sale and Purchase Agreement, the Vendors have agreed to procure that Board resolutions be passed to approve the appointment of such persons as may be nominated by the Offeror as new Directors, such appointment to take effect from a date which is no earlier than such date as permitted under Rule 26.4 of the Takeovers Code. It is proposed that other new Directors will be nominated to the Board. However, the proposed changes have not yet been finalised as at the date of this joint announcement and a further announcement will be made in respect of changes to the composition to the Board.

PUBLIC FLOAT AND MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing of the Shares on the GEM after the close of the Offer. In the event that the public float of the Company falls below 25% following the close of the Offer, the directors of the Offeror and the new Directors (who will be nominated by the Offeror and appointed as Directors) will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Shares following the close of the Offer.

If, upon closing of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25%, of the Shares are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, the Stock Exchange may exercise its discretion to suspend trading in the Shares.

DEALINGS DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, associates of the Company or the Offeror (including persons owns or controls 5% or more of any class of relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) of the Company or the Offeror) are reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

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The full text of Note 11 of Rule 22 of the Takeovers Code is reproduced below pursuant to Rule 3.8 of the Takeovers Code:

‘‘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 obligation 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 co-operation.’’

INDEPENDENT BOARD COMMITTEE OF THE COMPANY

Pursuant to Rule 2.1 of the Takeovers Code, the Independent Board Committee, comprising all nonexecutive Directors, namely Ms. Ng Lai Hung, Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker, has been formed to advise the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Offer. The appointment of the independent financial adviser is subject to the approval of the Independent Board Committee. A further announcement will be made when the independent financial adviser to the Independent Board Committee and the Independent Shareholders is appointed.

DESPATCH OF COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch an offer document containing the terms of the Offer, together with the Form of Acceptance, to the Shareholders within 21 days after the date of this joint announcement, or such later date as the Executive may approve. If Completion does not take place within the 21-day period, the Offeror will apply to the Executive for a waiver pursuant to Note 2 to Rule 8.2 of the Takeovers Code.

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If the Offer materialises, it is the intention of the respective boards of directors of the Offeror and the Company to combine the offer document and the offeree board circular into the Composite Document. Accordingly, the Composite Document containing, among other things, (i) the 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 the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Offer, together with the Form of Acceptance, will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code, within 21 days from the date of this joint announcement or such later date as the Executive may approve. The Independent Shareholders are encouraged to read the Composite Document carefully, including the advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders and the recommendation from the Independent Board Committee to the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer.

RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 13 January 2017 pending the release of this joint announcement and application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 19 January 2017.

WARNING

The making of the Offer is subject to Completion taking place, which in turn is conditional on the fulfillment and/or waiver of the conditions precedent thereof as appropriate. Shareholders and potential investors should exercise caution when dealing in the Shares during the Offer Period. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

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DEFINITIONS

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

• ‘‘acting in concert’’ has the same meaning ascribed to it under the Takeovers Code ‘‘associate(s)’’ has the same meaning ascribed to it under the Takeovers Code ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ means a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business

• ‘‘Company’’ Odella Leather Holdings Limited (愛特麗皮革控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM (Stock Code: 8093)

• ‘‘Completion’’ completion of the sale and purchase of the Sale Shares pursuant to the Sale and Purchase Agreement

• ‘‘Completion Date’’ the date on which Completion takes place, being the third Business Day immediately after all conditions precedent set out in the Sale and Purchase Agreement are fulfilled or waived in accordance with the terms and conditions of the Sale and Purchase Agreement (or such other date as the parties thereto may agree in writing)

• ‘‘Composite Document’’ the composite offer document proposed to be jointly issued by or on behalf of the Offeror and the Company to the Shareholders (other than the Offeror and parties acting in concert with it) in connection with the Offer in accordance with the Takeovers Code in respect of the Offer containing, among other things, the terms and conditions of the Offer (accompanied by the Form of Acceptance) and the respective letters of advice from the independent financial adviser and the Independent Board Committee

• ‘‘connected person(s)’’ has the meaning ascribed thereto under the GEM Listing Rules

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• ‘‘Deposit’’ the deposit of HK$35,000,000 which had been paid by the Offeror to the Vendors within two Business Days of the date of the Sale and Purchase Agreement in accordance with the terms thereof, which shall be applied as part payment towards the consideration of the Sale Shares upon Completion

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Dongxing Securities (Hong Dongxing Securities (Hong Kong) Company Limited, a licensed Kong)’’ corporation permitted to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and one of the joint financial advisers to the Offeror in respect of the Offer

• ‘‘Encumbrance’’ means any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), hypothecation or other encumbrance, priority or security interest or other third party right, deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback or trust arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and ‘‘Encumber’’ shall be construed accordingly

• ‘‘Escrow Agent’’ CCM Nominees Limited, a company incorporated in Hong Kong with limited liability and jointly appointed by the Vendors and the Offeror

• ‘‘Executive’’ the Executive Director of the Corporate Finance Division of the SFC from time to time or any delegate of the Executive Director

• ‘‘Form of Acceptance’’ the form of acceptance and transfer of Shares in respect of the Offer ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange ‘‘GEM Listing Rules’’ Rules Governing the Listing of Securities on GEM

• ‘‘Governmental Authorities’’ means any nation, state, territory, province, county, city or other unit or subdivision thereof or any entity, authority, agency, department, board, commission, instrumentality, court or other judicial body authorized on behalf of any of the foregoing to exercise legislative, judicial, regulatory or administrative functions of or pertaining to government

• ‘‘Group’’ the Company and its subsidiaries

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• ‘‘Guarantors’’ Ms. Cheung Woon Yiu, Ms. Lam Wai Si Grace and Mr. Ching Wai Man, being the sole shareholder of Quality Century Limited, Design Vanguard Limited and Olson Global Limited, respectively

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Board an independent committee of the Board, comprising all the nonCommittee’’ executive Directors, namely Ms. Ng Lai Hung, Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker, formed to advise the Independent Shareholders in respect of the Offer

• ‘‘Independent Shareholders’’ in respect of the Offer, Shareholders other than the Offeror and parties acting in concert with it

• ‘‘Last Trading Day’’ 12 January 2017, being the last trading day for the Shares before trading in the Shares on the Stock Exchange was halted pending the publication of this joint announcement

• ‘‘Long Stop Date’’ means 5:00 p.m. on the date which falls on the expiry of one month from the date of the Sale and Purchase Agreement or such other date as the Vendors and the Offeror may agree in writing

• ‘‘Material Adverse Effect’’ means any effect which has a material and adverse effect on the financial position, business or property, results of operations, or assets of the Group as a whole

• ‘‘Offer’’ the possible mandatory unconditional cash offer to be made by China Goldjoy Securities Limited on behalf of the Offeror for all the issued Shares of the Company (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code

• ‘‘Offer Period’’ the period commenced from 12 December 2016, being the date of the first of the Rule 3.7 Announcements and ending on the date of the close of the Offer in accordance with the Takeovers Code

• ‘‘Offer Price’’ the price at which the Offer will be made, being HK$1.1692 per Offer Share

• ‘‘Offer Share(s)’’ any and all of the Share(s), other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it

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‘‘Offeror’’	Power View Group Limited, a company incorporated in the British
	Virgin Islands with limited liability on 23 April 2014
‘‘Overseas Shareholder(s)’’	Independent Shareholder(s) whose addresses, as shown on the register
	of members of the Company, are outside Hong Kong
‘‘PRC’’	the People’s Republic of China (excluding Hong Kong, the Macau
	Special Administrative Region of the People’s Republic of China and
	Taiwan) for the purpose of this joint announcement
‘‘Rule 3.7 Announcements’’	the announcements issued by the Company dated 12 December 2016
	and 11 January 2017, in relation to the possible sale by the Vendors of
	their shareholding interest in the Company
‘‘Sale and Purchase	the sale and purchase agreement dated 12 January 2017 entered into
Agreement’’	among the Vendors, the Offeror and the Guarantors in respect of the
	sale and purchase of the Sale Shares
‘‘Sale Shares’’	an aggregate of 300,000,000 Shares, legally and beneficially owned by
	the Vendors as at the date of the Sale and Purchase Agreement and
	immediately before Completion, representing 75% of the entire issued
	share capital of the Company as at the date of this joint announcement
‘‘SFC’’	the Securities and Futures Commission of Hong Kong
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
‘‘Share(s)’’	ordinary share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘ST Loan Facility’’	a loan facility of up to HK$83,000,000 granted by China Goldjoy
	Credit Limited to the Offeror to finance part of consideration payable
	under the Sale and Purchase Agreement
‘‘Standby Loan Facility’’	a loan facility of up to HK$117,000,000 granted by China Goldjoy
	Credit Limited to the Offeror to finance the amount payable by the
	Offeror upon acceptance of the Offer
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	the Codes on Takeovers and Mergers and Share Buy-backs

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• ‘‘Titan Financial Services’’

• Titan Financial Services Limited a licensed corporation permitted to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and one of the joint financial advisers to the Offeror in respect of the Offer

• ‘‘Vendors’’

• Quality Century Limited, Design Vanguard Limited and Olson Global Limited

• ‘‘%’’

per cent.

• For identification purpose only

By Order of the Board Power View Group Limited Tian Yuan Director

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

Hong Kong, 18 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.

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.

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