MAJOR TRANSACTION ACQUISITION OF DONE AND DUSTED PRODUCTIONS LIMITED ENGAGING IN MEDIA AND ENTERTAINMENT BUSINESS

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1 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. (Incorporated in the Cayman Islands with limited liability) (Stock code: 474) MAJOR TRANSACTION ACQUISITION OF DONE AND DUSTED PRODUCTIONS LIMITED ENGAGING IN MEDIA AND ENTERTAINMENT BUSINESS Financial Advisor to the Company THE AGREEMENT The Board is pleased to announce that on 14 April 2018 (Hong Kong Time), the Company entered into the Agreement with the Vendors, pursuant to which the Vendors have conditionally agreed to sell, and the Company has conditionally agreed to purchase, the Sale Shares, representing the entire issued share capital of Done and Dusted Productions Limited ( the Target Company ), for a total consideration of US$89.6 million (equivalent to approximately HK$703.4 million) (subject to adjustment). 1

2 The Target Group is principally engaged in the business of global television and events production and has staged and filmed events such as The Victoria s Secret Fashion Show, Stand Up To Cancer, BAFTA TV Awards, Laureus World Sports Awards, Nickelodeon Kids Choice Sports Awards, CNN Heroes and has also filmed some of the biggest names in music including Katy Perry, U2, The Rolling Stones and Beyoncé. The Target Group also produced the TV coverage for the 2012 London Olympic Opening & Closing Ceremonies. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and its financial results will be consolidated into the accounts of the Group. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios of the Acquisition exceeds 25% but below 100%, the Acquisition constitutes a major transaction of the Company under the Listing Rules and is subject to the notification, announcement, circular and shareholders approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and no Shareholder and his associates are therefore required to abstain from voting on the relevant resolution(s) to approve the Acquisition at the EGM. DESPATCH OF CIRCULAR The Circular containing, among other things, further details of the Acquisition, the accountants report of the Target Group, the pro-forma financial information and the notice of EGM will be despatched to the Shareholders in accordance with the Listing Rules. As additional time is required to prepare the accountants report of the Target Group to be included in the Circular, the Circular is expected to be despatched by the Company to the Shareholders on or before 15 July SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHOULD BE AWARE THAT THE ACQUISITION IS SUBJECT TO A NUMBER OF CONDITIONS BEING SATISFIED AND MAY OR MAY NOT PROCEED. ACCORDINGLY, SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE COMPANY. 2

3 THE AGREEMENT The Board is pleased to announce that on 14 April 2018 (Hong Kong Time), the Company and the Vendors entered into the Agreement in relation to the Acquisition. Details of the Agreement are set out below: Date 14 April 2018 (Hong Kong Time) Parties Vendors: being (i) Mr. Simon Pizey, (ii) Ms. Gae Stewart, (iii) Mr. Hamish Hamilton, (iv) Ms. Melanie Fletcher, the legal and beneficial owners of the Target Company, holding 30%, 30%, 30% and 10% of the issued share capital of the Target Company respectively. Purchaser: being the Company. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendors are Independent Third Parties. Subject Matters Pursuant to the terms and conditions of the Agreement, the Vendors have agreed to sell, and the Company has agreed to purchase, the Sale Shares, representing the entire issued share capital of the Target Company. 3

4 The Consideration for the Acquisition is US$89.6 million (equivalent to approximately HK$703.4 million) (subject to adjustment), which shall be settled as to 37.5% (i.e. US$33.6 million, equivalent to approximately HK$263.8 million) (subject to adjustment) by way of cash and as to 62.5% (US$56 million, equivalent to approximately HK$439.6 million) (subject to adjustment) by way of the allotment and issue of Consideration Shares to the Vendors in the Agreed Proportions as follows: Amount of cash (US$) Name of Vendors Percentage Number of Consideration Shares Simon Pizey 30% million 185,746,479 Consideration Shares Gae Stewart 30% million 185,746,479 Consideration Shares Hamish Hamilton 30% million 185,746,479 Consideration Shares Melanie Fletcher 10% 3.36 million 61,915,493 Consideration Shares Total 100% 33.6 million 619,154,930 Consideration Shares worth US$56 million The Consideration Shares will be issued at the Reference Price to the Vendors at Completion. The 619,154,930 Consideration Shares represent (i) approximately 12.6% of the total issued share capital of the Company as at the date of the Agreement; and (ii) approximately 11.2% of the total issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares. The Reference Price of HK$0.71 per Consideration Share represents (i) a premium of approximately % to the closing price of HK$0.28 per Share as quoted on the Stock Exchange on 13 April 2018, being the trading day immediately before the date of the Agreement; (ii) a premium of approximately % to the average closing price of approximately HK$0.288 per Share as quoted on the Stock Exchange for the last five consecutive trading days before the date of the Agreement; and (iii) the consolidated net asset value of the Group as at 30 September 2017 as shown in the 2017 interim report of the Company. The Consideration Shares will rank pari passu in all respects with each other and with the other shares of the Company then in issue. Application will be made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares. The allotment and issue of the Consideration Shares is subject to the grant of approval of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. 4

5 The Consideration of US$89.6 million (equivalent to approximately HK$703.4 million) is equivalent to 16 times of the Initial 2017 EBITDA subject to a maximum of US$5,600,000, which was determined after arm s length negotiation between the Company and the Vendors and taking into account, among others, (i) a preliminary valuation report on the Target Group prepared under market approach by an independent valuer; (ii) the business development and future prospects of the Target Group; and (iii) the potential growth and prospects of the media and entertainment industry. The Company will engage Deloitte UK for determination of the Final 2017 EBITDA. Once it is available, the Consideration will be adjusted to an amount equivalent to 16 times of the Final 2017 EBITDA and will be capped at US$89.6 million. Leakage In the event that any Leakage occurs between 31 December 2017 and the Completion Date, the Vendors shall pay cash in an amount equal to the Leakage (on a several basis in the Agreed Proportions) to the Company and the Consideration shall be reduced by the same amount accordingly. Conditions Precedent The Completion is conditional upon the fulfillment or waiver (as the case may be) of the following conditions: (a) (b) (c) pursuant to the legal, financial, technical and operational due diligence carried out by the Company on the Target Group, the Company has not identified: (i) any material matters affecting the legal and beneficial ownership of the Sale Shares; (ii) other than in the ordinary and usual course of business, liabilities on the part of the Target Group individually exceeding US$1,000,000; (iii) any undischarged litigation, other legal proceedings or governmental or regulatory investigation which individually would expose the Target Group with liabilities reasonably likely to exceed US$1,000,000; and (iv) any material non-compliance by any member of the Target Group of any applicable laws or regulations which has the effect to impose liabilities exceeding US$1,000,000; there is no material adverse change in the prospects of the Target Group s business after the date of the Agreement and prior to the Completion Date, which would be reasonably likely to reduce EBITDA of the Target Group by US$1,000,000 per year for one or more years; the Target Company has executed an employment agreement with each of the Vendors (other than Gae Stewart) and certain key employees of the Target Group; 5

6 (d) the Target Company has procured its wholly owned subsidiary Done and Dusted, Inc. has executed a consulting agreement with a consulting company for provision of services on a project basis as an executive producer for global events; (e) each of the Vendors (other than Gae Stewart) and certain employees of the Target Group has executed a settlement agreement or a waiver, pursuant to which these individuals waive their rights to bring any claim against the Target Group arising from their employment with it prior to the Completion; (f) procure the transfer of the registration of the domain name <doneanddusted.com> from the current registered holder to the Target Company; (g) the Company has obtained the approvals of the Stock Exchange for the transactions contemplated under the Agreement, including the listing of, and the permission to deal in, the Consideration Shares and any Top Up Shares to be allotted and issued in accordance with the terms of the Agreement; (h) the despatch of the Circular by the Company to the Shareholders; (i) the passing of the resolution(s) of the Shareholders approving, inter alia, the Agreement and the transactions contemplated thereunder including the allotment and issue of the Consideration Shares and the Top Up Shares; (j) the obtaining by the Company of all approvals required to comply with the terms of the Agreement under the laws of California, Delaware, England and Wales, Hong Kong, and the Cayman Islands; and (k) the determination of the Final 2017 EBITDA. If any of the conditions shall not have been fulfilled or waived on or before the Long Stop Date, then the Company or the Vendors (as the case may be) shall not be bound to proceed with the purchase of the Sale Shares and the Agreement shall terminate and cease to have any effect and no party of the Agreement shall have any claim under it against the others (without prejudice to the rights of any party in respect of antecedent breaches). 6

7 Completion Subject to fulfilment of the conditions precedent, the Completion shall take place on the fifth Business Day after fulfilment or waiver of all conditions precedent or such other date the Company and the Vendors shall agree in writing. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and its financial results will be consolidated into the accounts of the Group. Profit Guarantee The Vendors have provided a profit guarantee under the Agreement. If the Actual 3 Year EBITDA is less than the Target 3 Year EBITDA, the Company may, but is not obliged to, require the Vendors to return in the Agreed Proportions the relevant number of Consideration Shares to the Company at nil consideration (the Clawback ). Such number of the Consideration Shares returned shall be determined based on the formula below: % of the Target 3 Year EBITDA achieved Clawback % Equal to or more than 100% 0% Less than 100% but equal to or 12.5% on a pro-rata basis more than 75% Less than 75% but equal to or 12.5% + additional 37.5% on a pro-rata basis more than 50% Less than 50% but equal to or 50% + additional 37.5% on a pro-rata basis more than 25% Less than 25% but equal to or 87.5% + additional 12.5% on a pro-rata basis more than 0% 0% (e.g. loss making) 100% All Consideration Shares returned to the Company shall forthwith be cancelled. The Company will comply with all applicable regulatory requirements (including but not limited to the Listing Rules and the Takeover Codes) in the event that the profit guarantee is not met and the Vendors are required to return any Consideration Shares to the Company. 7

8 Top Up Shares In the event that the Benchmark Future Market Price is lower than the Reference Price, the Company shall issue and allot additional Shares (the Top Up Shares ) to the Vendors in the Agreed Proportions, the number of which shall be calculated in accordance with the following formula: Reference Price (Benchmark Future Market Price or HK$0.30, whichever is the higher) (Benchmark Future Market Price or HK$0.30, whichever is the higher) X Aggregate number of Consideration Shares still held by the Vendors An application will be made to the Stock Exchange for the listing of and permission to deal in the Top Up Shares. The allotment and issue of the Top Up Shares is subject to the grant of approval of the Stock Exchange for the listing of and permission to deal in the Top Up Shares. The Company shall not issue and allot such number of Top Up Shares that would (i) cause the number of the Shares held by any Vendors together immediately after the issue and allotment to exceed 30% of the Shares or such other percentage which may trigger mandatory offer obligations under the Takeover Codes; (ii) cause the Company to breach the public float requirements under the Listing Rules; or (iii) exceed 846,178,404 Top Up Shares. The 846,178,404 Top Up Shares represent (i) approximately 17.3% of the total issued share capital of the Company as at the date of the Agreement; and (ii) approximately 13.3% of the total issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Top Up Shares. Claim and Tax Indemnity Claim Pursuant to the Agreement, the Vendors shall indemnify the Company against all claims relating to breach of warranties or tax liabilities incurred before Completion. Unless the Company and the Vendors otherwise agree, the Vendors shall satisfy all those claims by way of 50% in cash and, subject to compliance with all applicable legal and regulatory requirements (including but not limited to the Listing Rules and the Takeover Codes), 50% by way of returning the relevant number of Consideration Shares to the Company. 8

9 The value attributable to each Consideration Share shall be the higher of the Reference Price and the value attributable to the market value of such Consideration Share on the Business Day immediately prior to the date that the Vendors satisfy the relevant claims. All Consideration Shares transferred to the Company shall forthwith be cancelled. The Company will comply with all applicable regulatory requirements (including but not limited to the Listing Rules and the Takeover Codes) in the event that the Vendors elect to transfer any Consideration Shares to the Company for settling the claims. Lock-up Period for the Consideration Shares Each of the Vendors undertook that he/she shall not sell, transfer, dispose of, or otherwise create any charge over the Consideration Shares, except in the following manner: (a) each of the Vendors, except Melanie Fletcher, may sell up to 10% of the Consideration Shares allotted and issued to him/her after the expiry of one year after the Lock-Up Commencement Date (i.e. 31 December 2018); (b) each of the Vendors, except Melanie Fletcher, may sell up to a further 15% of the Consideration Shares (i.e. up to 25%) allotted and issued to him/her after the expiry of two years after the Lock Up Commencement Date (i.e. 31 December 2019); (c) Melanie Fletcher may sell up to 25% of the Consideration Shares allotted and issued to her after the expiry of two years after the Lock Up Commencement Date (i.e. 31 December 2019); and (d) each of the Vendors (including Melanie Fletcher), may not sell in excess of 25% of the Consideration Shares allotted and issued to him/her until the earlier of (i) determination that no Clawback is required; (ii) all Consideration Shares subject to the Clawback have been transferred back to the Company; and (iii) 7 months following the Reference Date. In any event, the Vendors shall not sell the Consideration Shares during the Restricted Sale Period. 9

10 REASONS FOR AND BENEFITS OF THE ACQUISITION The Acquisition offers an excellent opportunity for the Group to bring in an innovative and experienced management team and high-quality and high-end client base. The Group will allocate resources to the Target Group to enable it to develop its own intellectual property rights and relevant businesses with expansion into the media production market in the PRC and further develop its existing markets in the Middle East, the United Kingdom, the United States and Europe. It is also expected that the Acquisition, upon Completion, will enhance the source of income and profitability of the Group and thereby creating strategic value for the Company and its Shareholders. Taking into consideration the reasons and benefits of the Acquisition above, the Directors (including the independent non-executive Directors) consider that the terms of the Agreement are fair and reasonable and on normal commercial terms and the Acquisition is in the interests of the Group and the Shareholders as a whole. INFORMATION ON THE PARTIES Information on the Group The Company is incorporated under the laws of the Cayman Islands with limited liability. The Company is an investment holding company. The Group is principally engaged in the business of money lending, securities investment, trading of futures, securities brokerage, leasing and trading of construction machinery and retailing of apparels. Information on the Vendors and the Target Group The Vendors are businessmen and the legal and beneficial owners of the entire issued share capital of the Target Company. The Target Group is principally engaged in the business of global television and events production and has staged and filmed events such as The Victoria s Secret Fashion Show, Stand Up To Cancer, BAFTA TV Awards, Laureus World Sports Awards, Nickelodeon Kids Choice Sports Awards, CNN Heroes and has also filmed some of the biggest names in music including Katy Perry, U2, The Rolling Stones and Beyoncé. It also produced the TV coverage for the 2012 London Olympic Opening & Closing Ceremonies. 10

11 As at 31 December 2017, the audited net assets value of the Target Group prepared in accordance with the generally accepted accounting principles and practices in the United Kingdom was GBP5,093,453. During each of the two years ended 31 December 2017, the audited profits before and after tax of the Target Group prepared in accordance with the generally accepted accounting principles and practices in the United Kingdom are as follows: Year ended 31 December 2017 Year ended 31 December 2016 Net profit before tax GBP4,338,277 GBP1,762,533 Net profit after tax GBP3,374,799 GBP1,363,669 EFFECT OF THE ISSUE OF THE CONSIDERATION SHARES AND THE TOP UP SHARES ON THE SHAREHOLDING STRUCTURE OF THE COMPANY Assuming there will not be any change in the issued share capital of the Company from the date of this announcement up to the Completion, the following table illustrates the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after Completion; and (iii) immediately after Completion and the issue of the Top Up Shares in full: Shareholders As at the date of this announcement Immediately after the Completion Immediately after the Completion and issue of the Top Up Shares in full No. of Shares % No. of Shares % No. of Shares % Li Shao Yu (Note) 3,017,325, ,017,325, ,017,325, Directors 43,276, ,276, ,276, Simon Pizey ,746, ,600, Gae Stewart ,746, ,600, Hamish Hamilton ,746, ,600, Melanie Fletcher ,915, ,533, Public 1,837,435, ,837,435, ,837,435, Total 4,898,037, ,517,192, ,363,371, Note: Ms. Li Shao Yu holds (i) 3,011,748,773 Shares through her wholly-owned company Asia Link Capital Investment Holdings Limited and (ii) 5,577,042 Shares in her personal capacity. 11

12 MANDATE TO ISSUE THE CONSIDERATION SHARES AND THE TOP UP SHARES The Consideration Shares and the Top Up Shares will be allotted and issued pursuant to the Specific Mandate proposed to be sought from the Shareholders at the EGM. IMPLICATIONS OF THE ACQUISITION UNDER THE LISTING RULES As one or more of the applicable percentage ratios of the Acquisition exceeds 25% but below 100%, the Acquisition constitutes a major transaction of the Company under the Listing Rules and is subject to the notification, announcement, circular and shareholders approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and no Shareholder and his associates are therefore required to abstain from voting on the relevant resolution(s) to approve the Acquisition at the EGM. DESPATCH OF CIRCULAR The Circular containing, among other things, further details of the Acquisition, the accountants report of the Target Group, the pro-forma financial information and the notice of EGM will be despatched to the Shareholders in accordance with the Listing Rules. As additional time is required to prepare the accountants report of the Target Group to be included in the Circular, the Circular is expected to be despatched by the Company to the Shareholders on or before 15 July SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHOULD BE AWARE THAT THE ACQUISITION IS SUBJECT TO A NUMBER OF CONDITIONS BEING SATISFIED AND MAY OR MAY NOT PROCEED. ACCORDINGLY, SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE COMPANY. 12

13 DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings. Acquisition the acquisition of the Sale Shares by the Company pursuant to the terms and conditions of the Agreement Actual 3 Year EBITDA the aggregate audited EBITDA of the Target Group for the three financial years ending 31 December 2020 prepared in accordance with the generally accepted accounting principles and practices in the United Kingdom. For avoidance of doubt, the exceed amount of the Final 2017 EBITDA over US$5.6 million shall be counted towards to the Actual 3 Year EBITDA, and any amounts receivable of the Target Group relating to the period from 1 January 2018 to 31 December 2020 which remains unpaid on or before 30 June 2021 shall be excluded from calculation of the Actual 3 Year EBITDA Agreed Proportions 30% for Mr. Simon Pizey, 30% for Ms. Gae Stewart, 30% for Mr. Hamish Hamilton and 10% for Ms. Melanie Fletcher Agreement the sale and purchase agreement dated 14 April 2018 (Hong Kong Time) entered into between the Company and the Vendors in respect of the Acquisition Benchmark Future Market Price the average closing price of the Shares on the Stock Exchange for the five consecutive trading days up to the date falling on the Reference Date Board the board of Directors of the Company Business Day a day (excluding Saturday, Sunday and public holiday) on which the banks in Hong Kong are open for general banking transactions 13

14 China or PRC The People s Republic of China, which for the purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan Circular the circular to be sent to the Shareholders in relation to the Agreement and the Acquisition Company Hao Tian Development Group Limited, a company incorporated in the Cayman Islands, the issued Shares of which are listed and traded on the Stock Exchange (Stock code: 474) Completion the completion of the Acquisition in accordance with the terms and conditions of the Agreement Completion Date the fifth Business Day after all the conditions precedent of the Agreement have been fulfilled or waived Consideration US$89.6 million, being the total consideration for the Acquisition (subject to adjustment) Consideration Shares the ordinary shares of par value of HK$0.01 per Share in the capital of the Company to be issued and allotted by the Company in accordance with the terms and conditions of the Agreement, each having the same rights and benefits as the other ordinary shares in the capital of the Company Deloitte UK Deloitte LLP, a limited liability partnership registered in England and Wales Director(s) director(s) of the Company 14

15 EBITDA earnings from the ordinary course of principal business before interests, taxes, depreciation and amortization but excluding profits or losses arising from certain activities as set out in the Agreement EGM the extraordinary general meeting to be convened by the Company to consider, and if thought fit, to approve the Agreement and the transactions contemplated thereunder, including the allotment and issue of the Consideration Shares and the Top Up Shares under the Specific Mandate Final 2017 EBITDA being the audited EBITDA of the Target Group for the twelve months ended 31 December 2017 as audited by Deloitte UK in accordance with generally accepted accounting principles and practices in the United Kingdom GBP Pounds Sterling, the lawful currency of the United Kingdom Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) a party(ies) independent of and not connected with the Company and its connected person(s) Initial 2017 EBITDA US$5,621,057, being the audited EBITDA of the Target Group for the twelve months ended 31 December 2017 as audited by Kingston Smith in accordance with generally accepted accounting principles and practices in the United Kingdom 15

16 Kingston Smith Kingston Smith LLP, the statutory auditors of the Target Company Leakage means (i) any dividend or distribution declared, repurchase, redemption or reduction of share capital by the Target Group to any Vendors; (ii) any payment of principal of, or interest on, any debt obligation by the Target Group to any Vendors; (iii) any payment or asset transferred by the Target Group to any Vendors; (iv) any liabilities assumed, indemnified or incurred by the Target Group for benefits of any Vendors; (v) waiver or release of any amount or obligation owed to the Target Group by any Vendors; (vi) any professional fees incurred by the Target Group in connection with the Acquisition; and (vii) any tax payable by the Target Group as a consequence of any matters referred to (i) to (vi) above Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Lock-Up Commencement Date 1 January 2018 Long Stop Date six months after the date of the Agreement or such later date the Company and Vendors may agree in writing Reference Date the last trading day of the period being 3 years following the Lock-Up Commencement Date Restricted Sale Period the period commencing 3 months prior to the Reference Date and ending on the Reference Date Reference Price HK$0.71 per Consideration Share, representing the consolidated net asset value per share of the Company as at 30 September

17 Sale Shares the total of 30 ordinary shares of 10 pence each in the capital of the Target Company (being 100% of its issued share capital), which are legally and beneficially owned by the Vendors Share(s) Ordinary share(s) of HK$0.01 each in the share capital of the Company Shareholder(s) the holder(s) of the Shares Specific Mandate the specific mandate for the allotment and issue of the Consideration Shares and the Top Up Shares, which is subject to the approval by the Shareholders voting by way of poll at the EGM Stock Exchange The Stock Exchange of Hong Kong Limited Takeover Codes the Codes on Takeovers and Mergers and Share Buy-backs Target Company Done and Dusted Productions Limited, a private company limited by shares and incorporated in England and Wales Target Group the Target Company and its subsidiaries Target 3 Year EBITDA being the Final 2017 EBITDA multiplied by but shall not take into account any profits or losses resulting from (i) the Additional IP Investment; and (ii) any investments in publicly traded securities or over-the-counter financial instruments US$ United States dollars, the lawful currency of the United States of America 17

18 Vendors Mr. Simon Pizey, Ms. Gae Stewart, Mr. Hamish Hamilton, Ms. Melanie Fletcher, being legal and beneficial owners of 9 shares, 9 shares, 9 shares and 3 shares in the Target Company respectively, representing 30%, 30%, 30% and 10% of the entire issued share capital of the Target Company respectively For the purpose of this announcement, the conversion of GBP into US$ and US$ into HK$ are based on a rate of GBP1 to US$ and US$1 to HK$7.85 respectively. The conversion rates are for illustrative purpose only and do not constitute a representation that any amounts have been, could have been, or may be exchanged at the aforesaid rates or any other rates at all. By Order of the Board Hao Tian Development Group Limited Fok Chi Tak Executive Director Hong Kong, 15 April 2018 As at the date of this announcement, the Board comprises three executive Directors, being Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak; and three independent non-executive Directors, being Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua. 18

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