Gudou : Announcements and Notices - Disposal of Shares by Controlling Shareholder and Directors

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GUDOU HOLDINGS LIMITED ̚ਏછٰϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(stock code: 8308)

DISPOSAL OF SHARES BY

CONTROLLING SHAREHOLDER AND DIRECTORS

This announcement is made by Gudou Holdings Limited (the "Company") pursuant to Rule 17.10(2) (a) of the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited ("GEM Listing Rules") and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)("SFO").

The board of directors (the "Board") of the Company wishes to inform shareholders of the Company (the "Shareholders") and potential investors that the Company was informed by Mr. Hon Chi Ming ("Mr. Hon"), the chairman and executive director of the Company and Mr. Hui Chin Tong, Godfrey ("Mr. Hui"), a non-executive director of the Company, that their controlled companies, Harvest Talent Investments Limited ("Harvest Talent") and Dynasty Fortune Tourism Property Investments Limited ("Dynasty Fortune") have on 20 January 2019 entered into sale and purchase agreements (the "SPAs") with the purchaser ("Purchaser") and guarantor to the Purchaser pursuant to which Harvest Talent and Dynasty Fortune have respectively conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, an aggregate of 286,000,000 ordinary shares of HK$0.01 each ("Shares") in the share capital of the Company (the "Disposals"). Mr. Hon and Mr. Hui ultimately and beneficially hold the entire issued shares of Harvest Talent and Dynasty Fortune respectively.

To the best of the Company's knowledge, information and belief, having made all reasonable enquires, each of the Purchaser and guarantor to the Purchaser is a third party independent of the Company and its connected persons (as defined in the GEM Listing Rules).

Immediately before the Disposals, Harvest Talent and Dynasty Fortune held 532,500,000 Shares and 90,000,000 Shares, representing approximately 54.34% and 9.18% of the total issued share capital of the Company respectively. It is expected that immediately upon completion of the Disposals, Harvest Talent will continue to hold 336,500,000 Shares, representing 34.34% of the total issuedshare capital of the Company and remains the controlling shareholder (as defined under the GEM Listing Rules) of the Company and the largest shareholder of the Company, whereas the Purchaser will become a substantial shareholder (as defined under the GEM Listing Rules) of the Company. Dynasty Fortune will cease to hold any Shares.

The Disposals are subject to fulfilment or waiver of conditions including, among others, the Purchaser being satisfied with the results of due diligence to be performed on the Group. All conditions are to be fulfilled or waived before 31 March 2019 which is the latest time for the Disposals to complete. It is therefore possible that the Disposals may not proceed. Assuming that the Disposals complete, 50% of the total consideration for the Disposals are expected to be paid to Harvest Talent and Dynasty Fortune at completion and remaining 50% on or before 31 December 2019.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

Gudou Holdings Limited

Hon Chi Ming Chairman and Executive Director

Hong Kong, 20 January 2019

As at the date of this announcement, the executive Directors are Mr. Hon Chi Ming, Mr. Huang Zhanxiong, Ms. Zhen Yaman and Mr. Hon Ka Fung, the non-executive Director is Mr. Hui Chin Tong Godfrey, and the independent non-executive Directors are Mr. Wu Sai Him, Mr. Chiu Chi Wing and Prof. Wang Dawu.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website atwww.hkgem.com on the "Latest Company Announcements" page for at least seven days from the date of its posting and will also be published on the Company's website atwww.gudouholdings.com.