Chinese Food and Beverage : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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 is for information purposes only and does not constitute on invitation or offer to acquire, purchase or subscribe for any securities of the Company.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8272) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent THE PLACING

The Board is pleased to announce that on 19 July 2017 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, of up to 528,360,000 Placing Shares, to currently expected not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties at a Placing Price of HK$0.02 per Placing Share.

Assuming that there will be no change in the issued Shares between the date of the announcement and the Completion, the maximum number of the Placing Shares of up to 528,360,000 Shares under Placing represents (i) 20.00% of the existing issued Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued Shares as enlarged by the allotment and issue of the Placing Shares.

The Placing Price of HK$0.02 per Placing Share represents (i) a discount of approximately 9.09% to the closing price of HK$0.022 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 9.09% to the average of the closing prices per Share of approximate HK$0.022 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The Placing Shares will be allotted and issued under the General Mandate. The allotment and issue of the Placing Shares is not subject to the approval of the Shareholders. The Placing is conditional upon the grant by the Stock Exchange of the listing of, and permission to deal in, all of the Placing Shares.

Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$11 million and the net proceeds will be approximately HK$10 million (after deduction of commission and other expenses of the Placing). The Directors intend to apply the net proceeds from Placing as to approximately HK$3 million for partial repayment of outstanding interest of the Convertible Bonds and approximately HK$7 million for the general working capital of the Group.

Shareholders and potential investors of the Company shall be aware that Completion is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. THE PLACING

The Board is pleased to announce that on 19 July 2017 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement in relation to the Placing.

The Placing Agreement

Date: 19 July 2017

Parties:

Issuer: The Company

Placing Agent: Kingston Securities Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties. As at the date of the announcement, the Placing Agent held 250 Shares.

The Placing Agent will charge the Company a placing commission of 2.5% of the aggregate amount equal to the Placing Price multiplied by the actual number of Placing Shares successfully placed by the Placing Agent. The Placing commission was negotiated on arm's length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the prevailing commission rate charged by other placing agents. The Directors consider that the terms of the Placing, including the Placing commission, are fair and reasonable and the Placing is in the interests of the Company and the Shareholders as a whole.

Placees

The Placing Shares are expected to be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties.

Placing Shares

As at the date of this announcement, the Company has 2,641,800,000 Shares in issue. Assuming that there will be no change in the issued Shares between the date of this announcement and the Completion, the maximum number of Placing Shares of up to 528,360,000 Shares under the Placing represents (i) 20.00% of the existing issued Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued Shares as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be HK$10,567,200.

Placing Price

The Placing Price of HK$0.02 per Placing Share represents:

1. a discount of approximately 9.09% to the closing price of HK$0.022 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

2. a discount of approximately 9.09% to the average of the closing prices per Share of approximately HK$0.022 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined with reference to, amongst other things, the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of this announcement.

Conditions of the Placing

The Placing is conditional upon:

1. the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in all of the Placing Shares; and

2. the obligations of the Placing Agent under the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with the terms of the Placing Agreement.

Completion

Completion shall take place within four Business Days after the fulfilment of the conditions as set out in paragraph headed "Conditions of the Placing" above are satisfied (or such other date as may be agreed between the Company and the Placing Agent in writing).

If the above conditions are not satisfied and/or waived (other than condition (i) above, which cannot be waived) in whole or in part by the Placing Agent on or before the Long Stop Date, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties hereunder will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches hereof).