E_20141022_Completion.pdf

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.

(Incorporated in Bermuda with limited liability)
(Stock code: 851)

COMPLETION OF THE ACQUISITION OF 24.975% EQUITY INTEREST IN XIN HUA MERCHANDISE EXCHANGE LIMITED

Reference is made to the announcements of the Company dated 11 September 2014 and 19 September 2014 (the "Announcements") in respect of the acquisition of 24.975% equity interest in Xin Hua Merchandise Exchange Limited. Capitalized terms used herein shall have the same meanings as those defined in the
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Completion of the Acquisition took place on 22 October 2014. Pursuant to the Acquisition Agreement, the
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Shares in the following manner:
I. 119,268,367 Consideration Shares will be allotted and issued at an issue price of HK$0.49 per Consideration Share to the Vendor for the satisfaction of the Consideration of HK$58,441,500 within 14 days after Completion; and
II. 278,292,857 Consideration Shares will be allotted and issued at an issue price of HK$0.49 per
Consideration Share to the Vendor for the satisfaction of the Consideration of HK$136,363,500 within
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According to the Acquisition Agreement, in the event that the auditor appointed by the Company confirms that the Profit Target for the Profit Target Period could not be fulfilled, the Company is not required to pay the second payment in the amount of HK$136,363,500 and the final Consideration is deemed to be adjusted downward accordingly.
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CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY
The following table illustrates the Company's shareholding structures (i) as at the date of this announcement;
and (ii) upon allotment and issue of the Consideration Shares:

Immediately after

Immediately after

the allotment and

the allotment and

issue of the

issue of the

Consideration

As at the

Consideration

Shares upon

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Shares %

Shares %

Shares %

Substantial Shareholders
Front Riches Investments Limited
(Note 1) 405,154,800 25.1 405,154,800 23.3 405,154,800 20.1
Tse Dik Chi 200,000,000 12.4 200,000,000 11.5 200,000,000 9.9
King Lion Group Limited (Note 2) 201,500,000 12.5 201,500,000 11.6 201,500,000 10.0
Vendor
World Tycoon - - 119,268,367 6.9 397,561,224 19.7
Public Shareholders 809,958,111 50.0 809,958,111 46.7 809,958,111 40.3

Total 1,616,612,911 100.0 1,735,881,278 100.0 2,014,174,135 100.0

Notes:

1. Front Riches Investments Limited is a corporation wholly controlled by Mr. Hu Yishi.

2. King Lion Group Limited is wholly owned by Smart Chant Limited which in turn is wholly owned by Mr. Gao

Yongzhi.

Following the Completion, the Target Company will become an associated company of the Company and will
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By order of the Board

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Wu Siu Lam, William

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Hong Kong, 22 October 2014
As at the date of this announcement, the Board consists of Mr. Wu Siu Lam, William and Ms. Cheng Kit Sum, Clara (all being executive Directors), Mr. Xu Guocai (being non-executive Director), Mr. Lo Kai Wai, Mr. Qi Wenju and Mr. Wu Fred Fong (all being independent non-executive Directors).
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