Noble Century Investment : Major Transaction in Relation to Acquisition of the Entire Equity Interest in Chaoshang Financial Holding Limtied

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NOBLE CENTURY INVESTMENT HOLDINGS LIMITED ʠ๿ҳ༟છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

MAJOR TRANSACTION

IN RELATION TO ACQUISITION OF THE ENTIRE EQUITY INTEREST IN CHAOSHANG FINANCIAL HOLDING LIMITED

THE ACQUISITION

The Board is pleased to announce that on 7 January 2019 (after trading hours of the Stock Exchange), the Company entered into the Sale and Purchase Agreement with the Vendors, pursuant to which the Company has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares for the Consideration of HK$250,000,000.

Upon Completion, the Company will be interested in the entire equity interest in the Target Company. As such, the Target Company will become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the consolidated financial statements of the Group.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Acquisition is more than 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules, and is subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

As at the date of this announcement, to the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Acquisition and as such, none of the Shareholders is required to abstain from voting at the SGM in respect of the resolution(s) to approve the Acquisition.

GENERAL

The SGM will be convened and held for the Shareholders to consider, and if thought fit, to approve, the Sale and Purchase Agreement and the transactions contemplated thereunder.

A circular containing, among other things, (i) further information on the Sale and Purchase Agreement and the transactions contemplated thereunder; (ii) financial information of the Group and the Target Group; (iii) unaudited pro forma financial information of the enlarged Group; and (iv) a notice of the SGM, is expected to be despatched to the Shareholders on or before 21 February 2019 as additional time is required for the preparation of the relevant information to be included in the circular.

Completion is subject to the fulfillment of the conditions precedent set out in the Sale and Purchase Agreement and therefore may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

THE ACQUISITION

The Board is pleased to announce that on 7 January 2019 (after trading hours of the Stock Exchange), the Company entered into the Sale and Purchase Agreement with the Vendors, pursuant to which the Company has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares for the Consideration of HK$250,000,000.

The principal terms of the Sale and Purchase Agreement are summarised as follows:

Date: 7 January 2019

Parties:	(i)	the Company;
(ii)	the First Vendor;
(iii)	the Second Vendor; and
(iv)	the Third Vendor.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Vendors and his/its respective associates is an Independent Third Party.

Asset to be acquired

Pursuant to the Sale and Purchase Agreement, the Company has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares. As at the date of this announcement, (i) the First Vendor owned 6,000 issued shares of the Target Company, representing 46.15% of the total issued share capital of the Target Company; (ii) the Second Vendor owned 3,750 issued shares of the Target Company, representing 28.85% of the total issued share capital of the Target Company; and (iii) the Third Vendor owned 3,250 shares of the Target Company, representing 25% of the total issued share capital of the Target Company.

The Sale Shares represent the entire issued share capital of the Target Company.

Consideration

The Consideration for the Sale Shares is HK$ 250,000,000 and shall be satisfied by the Company in the following manner:

(i) as to HK$ 30,000,000 shall be paid by the Company to the First Vendor, the Second

Vendor and the Third Vendor in proportion to the Sale Shares being sold by each of the Vendors by way of cash as a refundable deposit (the "Deposit") within sixty (60) days from the date of the Sale and Purchase Agreement (or such later date as the Vendors and the Company may agree in writing) (which on Completion shall form part of the Consideration);

• (ii) as to HK$ 182,500,000 shall be paid by the Company to the First Vendor, the Second Vendor and the Third Vendor in proportion to the Sale Shares being sold by each of the Vendors at Completion; and

• (iii) the remaining balance in the amount of HK$ 37,500,000 (the "Total Retained Consideration") shall be retained by the Company at Completion as security, and subject to the fulfillment of the relevant Guaranteed Profit, the Total Retained Consideration shall be released and payable by the Company to the Vendors in the following manner:

  (a) subject to the fulfilment of the First Guaranteed Profit, an amount (AA) (the "First

Retained Consideration") shall be released and payable by the Company to the First Vendor, the Second Vendor and the Third Vendor in proportion to the Sale Shares being sold by each of the Vendors in cash within seven (7) Business Days upon receipt of the First Guarantee Certificate, such First Retained Consideration shall be calculated as follows:

AA = HK$10,000,000 xN 365 dayswhere:

"N" represents total number of days within the First Guaranteed Period

• (b) subject to the fulfilment of the Second Guaranteed Profit, an amount (BB) (the "Second Retained Consideration") shall be released and payable by the Company to the First Vendor, the Second Vendor and the Third Vendor in proportion to the Sale Shares being sold by each of the Vendors in cash within seven (7) Business Days upon receipt of the Second Guarantee Certificate, such Second Retained Consideration shall be calculated as follows:

  (HK$10,000,000 -

  BB

  =

  +HK$12,500,000

  x

  First Retained Consideration)

  N 365 days

  where:

  "N" represents total number of days within the First Guaranteed Period

• (c) subject to the fulfilment of the Third Guaranteed Profit, an amount (CC) (the "Third Retained Consideration") shall be released and payable by the Company to the First Vendor, the Second Vendor and the Third Vendor in proportion to the Sale Shares being sold by each of the Vendors in cash within seven (7) Business Days upon receipt of the Third Guarantee Certificate, such Third Retained

  Consideration shall be calculated as follows:

365 days - N	N
		CC
365 days	365 days
where:

=

HK$12,500,000

x

+HK$15,000,000

x

"N" represents total number of days within the First Guaranteed Period