Grand Ming : Discloseable Transaction in relation to Acquisition of Property

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GRAND MING GROUP HOLDINGS LIMITED

佳 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1271) DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY

The Directors announce that on 30 August 2017, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Agreement with the Vendor in relation to acquisition of the entire issued share capital of the Target Company A and the Shareholder's Loan free from encumbrances at a consideration of HK$820,000,000 (subject to adjustment).

As certain applicable percentage ratios in respect of the Acquisition calculated under Chapter 14 of the Listing Rules are more than 5% but all of the relevant percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Directors announce that on 30 August 2017, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Agreement with the Vendor in relation to acquisition of the entire issued share capital of Target Company A and the Shareholder's Loan free from encumbrances at a consideration of HK$820,000,000 (subject to adjustment).

THE AGREEMENT

Major terms of the Agreement are set out below: Date: 30 August 2017

The Purchaser: Pioneer Swift Limited, a wholly-owned subsidiary of the Company

The Vendor: Yuexiu Property (HK) Company Limited

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor and the ultimate beneficial owner(s) of the Vendor are Independent Third Parties.

Assets to be acquired: Pursuant to the Agreement, the Vendor agrees to sell and the Purchaser agrees to purchase the entire issued share capital of Target Company A and the Shareholder's Loan free from encumbrances.

Target Company B, which is a wholly-owned subsidiary of Target Company A, is the sole legal and beneficial owner of the Property.

Property: No. 279 Prince Edward Road West, Kowloon, Hong Kong

Consideration and payment terms:

The consideration for the Acquisition is HK$820,000,000, which was agreed between the parties based on arm's length negotiation. The Directors consider that the consideration is fair and reasonable after taking into account the market prices of similar properties in the nearby area.

The Purchaser has paid to the Vendor an initial deposit of HK$20,000,000 upon signing of the Agreement and shall pay a further deposit of HK$62,000,000 within 21 days from the date of the Agreement.

The remaining balance of the consideration in the amount of HK$738,000,000 (subject to adjustment) shall be paid by the Purchaser on the date of Completion.

The Vendor undertakes to deliver to the Purchaser or the Purchaser's solicitors at least 5 days prior to the Completion Date the proforma Completion Account.

Within two months after the Completion Date, the Purchaser shall, at the costs and expenses of the Vendor, deliver to the Vendor an audited Completion Account of the Target Companies. If the Net Tangible Assets as shown in such Completion Account is more or less than the Net Tangible Assets as shown in the proforma Completion Account, the Purchaser or the Vendor (as the case may be) shall pay the difference to the other party within 7 days from the date of receipt of the audited Completion Account.

A formal agreement in respect of the Acquisition will be entered into between the Purchaser and the Vendor within 21 days from the date of the Agreement, failing which the Agreement shall remain valid and in full force and effect and the Purchaser and the Vendor shall continue to fulfil their respective obligations under the Agreement.

Conditions precedent: Completion is conditional upon the following:

1. the Purchaser having completed its due diligence investigation on the business, financial and legal aspects of the Target Companies and reasonably satisfied with the results thereof;

2. the Vendor having procured Target Company A to prove and give at the Vendor's own costs and expenses a good title to the Property in accordance with section 13 and 13A of the Conveyancing and Property Ordinance;

3. vacant possession of the Property being delivered to the Purchaser on Completion;

4. the Vendor having provided and/or made available to the Purchaser the following documents at the Vendor's own costs and expenses:

5. certificate of practical completion certifying that all building and fitting-out works of and relating to the Property have been completed;

6. all documents of and relating to the construction and fitting out of the Property;

7. all information/documents required for complying with the Residential Properties (First-hand Sales) Ordinance;