China Fordoo : DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY

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CHINA FORDOO HOLDINGS LIMITED

中 國虎 都控 股有限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2399)

DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL

OF THE TARGET COMPANY

THE ACQUISITION

The Board is pleased to announce that on 14 June 2017 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Share Transfer Agreement, pursuant to which the Vendor agreed to sell and the Purchaser agreed to acquire the Sale Share, representing 100% of the issued share capital of the Target Company for a total cash consideration of HK$340,000,000.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from Shareholders'approval requirements under Chapter 14 of the Listing Rules.

THE SHARE TRANSFER AGREEMENT

The Board is pleased to announce that on 14 June 2017 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Share Transfer Agreement, pursuant to which the Vendor agreed to sell and the Purchaser agreed

to acquire the Sale Share, representing 100% of the issued share capital of the Target Company. The major terms of the Share Transfer Agreement are set out below.

Date

14 June 2017

Parties

1. Xinghan Global as the Purchaser; and

2. Mr. Huang Weijin (黃偉進) as the Vendor.

   To the best of the Directors'knowledge, information and belief, having made all reasonable enquiries, the Vendor is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

   Interest to be acquired

   Pursuant to the Share Transfer Agreement, the Purchaser conditionally agreed to acquire the Sale Share from the Vendor, representing 100% of the issued share capital of the Target Company.

   Consideration and payment terms

   The Consideration for the Acquisition is HK$340,000,000. The Consideration was determined after arm's length negotiations between the Purchaser and the Vendor, taking into account, among others, (i) the historical business performance of the Target Group; (ii) the Target Group's established market position and customer base in the PRC retail platform; and (iii) the business prospect of the Target Group, in particular the development of direct retail business in the PRC.

   The Consideration shall be settled and paid in cash by the Purchaser in the following manner:

3. HK$34,000,000, representing 10% of the Consideration (the''First Instalment''), shall be paid within ten business days after the signing date of the Share Transfer Agreement;

4. HK$170,000,000, representing 50% of the Consideration (the''Second Instalment''), shall be paid within ten business days after the Purchaser has received a notice from the Vendor that the relevant Transaction Documents have been sent to the Companies Registry for updating the corporate documents of the Target Company. The Vendor shall procure the Target Company to send the relevant Transaction Documents to the Companies Registry upon fulfillment of conditions (i), (ii) and (iii) of the conditions precedent as set out below;

5. HK$102,000,000, representing 30% of the Consideration (the''Third Instalment''), shall be paid within ten business days after the fulfillment of conditions (iv) and (v) of the conditions precedent as set out below; and

6. the remaining balance, HK$34,000,000, representing 10% of the Consideration, shall be paid within ten business days after the Purchaser has received notice that, based on the management accounts of Haoyin, the operating subsidiary of the Target Company, the profit after taxation of Haoyin for the period since 1 January 2017 has reached 80% of RMB26,000,000 (i.e. RMB20,800,000).

7. Profit guarantee

   Pursuant to the Share Transfer Agreement, the Vendor guaranteed to the Purchaser that the audited profit after taxation of Haoyin, the operating subsidiary of the Target Company, for the financial year ending 31 December 2017 (the''2017 Profit'') shall not be less than RMB26,000,000. If the 2017 Profit is less than RMB26,000,000, the Vendor shall pay the shortfall amount to the Purchaser as compensation within 10 business days after receiving

   the Purchaser's written notice of such shortfall based on Haoyin's audited financial statements for the financial year ending 31 December 2017.

   If the 2017 Profit is less than 80% of RMB26,000,000 (i.e. RMB20,800,000), the Purchaser has the right (i) to terminate the Acquisition under the Share Transfer Agreement by giving a written notice to the Vendor. Within ten business days after receiving such termination notice from the Purchaser, the Vendor shall return to the Purchaser the aggregate amount of the Consideration already paid to the Vendor under the First Instalment, the Second Instalment and the Third Instalment with the accrued interest (at the prevailing bank deposit interest rate); or (ii) to negotiate other alternatives with the Vendor.

   Conditions precedent

   Completion under the Share Transfer Agreement is subject to the fulfillment (or waiver) of, inter alia, the following conditions:

8. the Purchaser having completed and being satisfied with the results of due diligence on the Target Group;

9. the Transaction Documents being duly executed by the relevant parties;

10. all necessary authorizations, consents and approvals which may be required in relation to the Acquisition and the Transaction Documents having been obtained;

11. the Purchaser having received updated corporate documents of the Target Company, including, among others, the register of members and register of directors, and a share certificate of the Target Company under the name of the Purchaser; and

12. the Vendor procuring the Target Group to deliver to the Purchaser or its designated persons all accounts, corporate seals and any other information or items of the Target Group which the Purchaser considers necessary for the operation and management of the Target Group.

Completion

The date of Completion shall be the date of the last day of the month in which all of the above conditions precedent have been fulfilled or waived (or such later date as agreed between the Purchaser and the Vendor in writing).

INFORMATION ON THE PARTIES

The Company is one of the leading menswear enterprises primarily engaged in the design, source, manufacture and sales of its branded menswear products in the PRC. The Purchaser is a company incorporated under the laws of the BVI with limited liability and is an indirect wholly-owned subsidiary of the Company. The Purchaser is an investment holding company.

The Vendor is an individual shareholder of the Target Company. To the best of the Directors'knowledge, information and belief having made all reasonable enquiries, the Vendor is a third party independent of the Company and its connected persons.

INFORMATION ON THE TARGET GROUP

The Target Company is a company incorporated in the BVI with limited liability and it is an investment holding company of a group of companies, with its operating subsidiary, Haoyin, engaging in menswear retail business in the PRC. Haoyin has been a distributor of the Group's products in Beijing. The Target Group currently has over 40 retail outlets in Beijing, PRC.

Financial information of the Target Group

Set out below are certain audited financial information of Haoyin, being the only operating subsidiary of the Target Company, for the years ended 31 December 2015 and 31 December 2016:

For the year

ended 31 December

2015

For the year

ended 31 December

2016

RMB'000 RMB'000

Revenue 119,718 131,897

Net profit before taxation and extraordinary items 21,912 24,935

Net profit after taxation and extraordinary items 16,344 18,588

As at 31 March 2017, the net assets value of Haoyin was approximately RMB47,000,000 according to the unaudited management accounts of Haoyin.

The Target Company will become an indirect wholly-owned subsidiary of the Company upon Completion, and its assets and liabilities and its profits and losses will be consolidated into the consolidated financial statements of the Company.