Kong Shum Union Property Mgmt Hldgs : DISCLOSEABLE TRANSACTION IN RELATION TO THE

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Kong Shum Union Property Management (Holding) Limited

港深聯合物業管 理（控 股 ）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8181) DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE CONVERTIBLE NOTES Financial adviser to the Company THE ACQUISITION

The Board is pleased to announce that on 14 July 2017 (after trading hours of the Stock Exchange), the Seller and the Buyer, a wholly-owned subsidiary of the Company, entered into the Agreement in relation to the Acquisition.

Subject to the satisfaction (or waiver) of the conditions precedent as set out in the Agreement, the Buyer conditionally agrees to acquire the Convertible Notes from the Seller at the total consideration of AUD6,000,000. Further, the Buyer agrees to pay to the Seller the accrued interest of the Convertible Notes from 1 April 2017 and up to the Completion Date (both dates inclusive) to be calculated pursuant to the interest rate of 10% per annum in accordance with terms of the CN Deed. This interest amount shall be settled in HK$ and shall be paid to the Seller in cash at Completion.

The Convertible Notes are issued by the Issuer, a public company limited by shares, incorporated and domiciled in Australia, with its issued shares being listed on the ASX. The Convertible Notes, which are unsecured and are not listed on any stock exchange, are for the principal amount of AUD6,000,000 with a maturity date on 1 March 2019.

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios for the Acquisition under the GEM Listing Rules are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements thereunder.

THE AGREEMENT Date: 14 July 2017

Parties:	(i)	The Seller; and
(ii)	The Buyer

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Seller and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

ASSETS TO BE ACQUIRED

Subject to the satisfaction (or waiver) of the conditions precedent as set out below, the Buyer conditionally agrees to acquire the Convertible Notes from the Seller.

Principal terms of the Convertible Notes are set out below: Issuer The Issuer

Principal amount AUD6,000,000

Date of issue 2 April 2015 (as amended and/or restated on 30 March 2017

and 13 June 2017 respectively)

Maturity date 1 March 2019

Interest(i) 5% per annum from the period commenced on the date of issue of the Convertible Notes and ended on the second anniversary from the date of issue of the Convertible Notes ("Initial Period") (both dates inclusive) (the "Initial Period Interest"); and

Note: the Initial Period Interest amounting to approximately AUD595,000 has been paid by the Issuer to the Seller, being the original holder of the Convertible Notes.

(ii) 10% per annum for the period subsequent to the Initial Period and ending on the Maturity Date.

Default interest If the Issuer fails to pay interest or principal on the due date for

payment, the Issuer shall pay interest on the unpaid amount at the applicable interest rate plus 2% per annum calculated on a daily basis.

Participation Holder of the Convertible Notes is not entitled to receive any

dividend, return of capital or other distribution or benefit to which the holder of the shares of the Issuer would be entitled to participate before conversion of the Convertible Notes into shares of the Issuer.

Conversion At any time during the period of 30 days immediately before the Maturity Date, holder of the Convertible Notes is entitled to convert the whole principal amount of the Convertible Notes plus all outstanding accrued interest thereon:

1. into shares of the Issuer at the initial conversion price of AUD0.28 per share of the Issuer (subject to adjustments on reorganisation of share capital of the Issuer and under the applicable laws); or

2. as mutually agreed by the holder of the Convertible Notes and the Issuer, into shares of a subsidiary of the Issuer at the conversion price and the number of shares of such subsidiary to be agreed between the parties within 30 Business Days from the exercise of the conversion rights attaching to the Convertible Notes, failing which such conversion will be deemed to be a conversion of the shares of the Issuer as set out in (i) above.

Note: Since the Initial Period Interest has been paid by the Issuer to the Seller, being the original holder of the Convertible Notes, any subsequent holder of the Convertible Notes is entitled to repay such amount to the Issuer so that such amount will also be converted into the shares of the Issuer or the shares of the subsidiary of the Issuer.

Ranking of the conversion shares

Each conversion share shall rank equally in all respects with all ordinary shares in issue of the Issuer or its subsidiary (as the case maybe).

Redemption Any Convertible Notes which have not been previously

converted or redeemed will be redeemed by the Issuer on the Maturity Date.

Special rights (i) Any holder holding an equity interest of the Issuer that

is equal to or greater than 10% of the issued capital of the Issuer shall have the right to nominate and retain one director of the Issuer for a maximum term permitted under applicable laws, regulations, ASX Listing Rules and the articles of association of the Issuer;

(ii) Any holder of the Convertible Notes shall have the right to subscribe for up to 10% of the equity interest (or more as mutually agreed) in the Issuer on terms to be mutually agreed during the term of the CN Deed, provided the holder has converted all the Convertible Notes pursuant to its terms.

Events of default Each of the following events is an event of default ("Event of

Default"):

1. if any information disclosed by the Issuer during the due diligence exercise is untrue, incomplete, inaccurate or misleading in any material respect;

2. if the Issuer makes default in the payment of any moneys in respect of the Convertible Notes and such default remains outstanding for a period of 20 Business Days after receiving written demand for payment from a holder;

3. if the Issuer commits a breach of a covenant, condition or obligation imposed on it under the CN Deed and that breach has not been remedied within 20 Business Days of receiving notice of the breach from the holder requiring that breach to be remedied;

4. if an order is made or a resolution is effectively passed for the winding up of the Issuer except for the purposes of a reconstruction or amalgamation with the prior written consent of the holder; and

5. if the Issuer enters liquidation.

If an Event of Default occurs, holder of the Convertible Notes may then or at any subsequent time by written notice to the Issuer requesting the Issuer to redeem the Convertible Notes and the Issuer must immediately pay the aggregate principal amount of the Convertible Notes together with any accrued but unpaid interest (if any) to the date of payment.