Roma : DISCLOSEABLE TRANSACTION/ RESUMPTION

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ROMA GROUP LIMITED

羅 馬 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8072)

DISCLOSEABLE TRANSACTIONS IN RESPECT OF THE ACQUISITIONS OF EQUITY INTEREST IN

1. GLORY SKY GLOBAL MARKETS LIMITED

   AND

2. GS CREDIT LIMITED AND

3. RESUMPTION OF TRADING

THE GSGM ACQUISITION

On 27 July 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly- owned subsidiary of the Group, as purchaser, entered into the GSGM Agreement with Glory Sky Group as vendor and Mr. Yeung as guarantor, pursuant to which the Purchaser has conditionally agreed to acquire and Glory Sky Group has conditionally agreed to sell the GSGM Sale Shares at the consideration of HK$42,000,000, and shall be payable by the Purchaser procuring the Company to issue the GSGM Promissory Note to Glory Sky Group upon GSGM Completion.

Upon GSGM Completion, GSGM will become an associated company of the Company. The results and assets and liabilities of GSGM will be incorporated in the consolidated financial statements of the Group using the equity method of accounting.

THE GSC ACQUISITION

On 27 July 2017 (after trading hours of the Stock Exchange), the Purchaser as purchaser, entered into the GSC Agreement with Mr. Yeung as vendor, pursuant to which the Purchaser has conditionally agreed to acquire and Mr. Yeung has conditionally agreed to sell the GSC Sale Shares at the consideration of HK$24,000,000, and shall be payable by the Purchaser procuring the Company to issue the GSC Promissory Note to Mr. Yeung upon GSC Completion.

* For identification purpose only

Upon GSC Completion, GSC will become an associated company of the Company. The results and assets and liabilities of GSC will be incorporated in the consolidated financial statements of the Group using the equity method of accounting.

GEM LISTING RULES IMPLICATIONS

As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) for the GSGM Acquisition exceeds 5% but is less than 25%, the GSGM Acquisition constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the notification and announcement requirements under the GEM Listing Rules.

As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) for the GSC Acquisition exceeds 5% but is less than 25%, the GSC Acquisition constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the notification and announcement requirements under the GEM Listing Rules.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 1: 10 p.m. on 27 July 2017 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 28 July 2017.

The Board is pleased to announce that on 27 July 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly-owned subsidiary of the Group, as purchaser, entered into (i) the GSGM Agreement with Glory Sky Group as vendor and Mr. Yeung as guarantor, in relation to the GSGM Acquisition and (ii) the GSC Agreement with Mr. Yeung as vendor in relation to the GSC Acquisition.

THE GSGM AGREEMENT

The principal terms of the GSGM Agreement are set out as follows: Date: 27 July 2017

Parties: Glorious Sky Group Limited, as purchaser; Glory Sky Group Limited, as vendor; and Mr. Yeung, as guarantor

As at the date of the GSGM Agreement, Glory Sky Group is the legal and beneficial owner of the GSGM Sale Shares. Mr. Yeung is a major shareholder of Glory Sky Group and has agreed to guarantee the performance and obligations of Glory Sky Group under the GSGM Agreement.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of Mr. Yeung, Glory Sky Group and its beneficial owners is an Independent Third Party.

Asset to be acquired

Pursuant to the terms of the GSGM Agreement, the Purchaser conditionally agreed to acquire and Glory Sky Group conditionally agreed to sell the GSGM Sale Shares, representing 35% of the issued share capital of GSGM.

GSGM Consideration

The GSGM Consideration for the GSGM Sale Shares is HK$42,000,000, and shall be payable by the Purchaser procuring the Company to issue the GSGM Promissory Note to Glory Sky Group upon GSGM Completion.

The GSGM Consideration was arrived at after arm's length negotiations between the Purchaser and Glory Sky Group taking into account, among others, net asset value and future business prospects of GSGM, the GSGM Profit and NAV Guarantee and the premium over net asset value of licensed corporations conducting similar regulated activities acquired by listed companies. The Directors consider the GSGM Consideration to be fair and reasonable and on normal commercial terms.

Conditions precedent

GSGM Completion shall be conditional upon and subject to:

1. the Purchaser being satisfied in its absolute discretion with the results of the due diligence review to be conducted;

2. all necessary consents, licenses and approvals from the shareholders, bankers, financial institutions and regulators required to be obtained on the part of Glory Sky Group and GSGM in respect of the GSGM Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect;

3. all necessary consents, licences and approvals from the shareholders, bankers, financial institutions and regulators required to be obtained on the part of the Company and the Purchaser in respect of the GSGM Agreement and the transactions contemplated thereunder having been obtained and remain in full force and effect;

4. the approval from the SFC in relation to the change of substantial shareholder (as defined in the SFO) of GSGM having been obtained and not revoked, cancelled or lapsed;

5. the GSC Agreement having become unconditional (save for the condition for the GSGM Agreement having becoming unconditional); and

6. the warranties given by Glory Sky Group remaining true and accurate and not misleading in all respects.

GSGM Completion

GSGM Completion shall take place on the date falling on the third Business Day after the fulfillment of the above conditions, or such later date as Glory Sky Group and the Purchaser may agree.

Upon GSGM Completion, GSGM will become an associated company of the Company. The results and assets and liabilities of GSGM will be incorporated in the consolidated financial statements of the Group using the equity method of accounting.

GSGM Profit and NAV Guarantee

Pursuant to the GSGM Agreement, Glory Sky Group irrevocably warrants and guarantees to the Purchaser that (A) the audited net profits of GSGM attributable to the GSGM Sale Shares after tax and any extraordinary or exceptional items of GSGM for the GSGM Profit Guarantee Period will be not less than HK$7.2 million (the ''GSGM Guaranteed Profit''); and (B) the net asset value of GSGM as shown in the audited balance sheet of GSGM as at 31 March 2020 will not be less than the audited net asset value of GSGM as at 31 March 2017 (the ''GSGM Guaranteed NAV'').

If during the GSGM Profit Guarantee Period, the GSGM Actual Profit as shown in the GSGM Profit Certificate is less than the GSGM Guaranteed Profit, Glory Sky Group shall compensate the Purchaser 9 times of the shortfall on a dollar to dollar basis within fourteen

(14) days after the delivery of the GSGM Profit Certificate in an amount calculated as follows:

A = (GSGM Guaranteed Profit - GSGM Actual Profit) x 9

where A is the compensation amount for the GSGM Guaranteed Profit.

For the avoidance of doubt, should GSGM record an aggregate loss in the GSGM Profit Guarantee Audited Accounts, the GSGM Actual Profit shall deem to be nil. Should the GSGM Actual Profit exceed the GSGM Guaranteed Profit, no additional consideration will be payable to Glory Sky Group by either the Company or the Purchaser.

If the audited net asset value of GSGM as at 31 March 2020 (the ''GSGM Actual NAV'') is less than the GSGM Guaranteed NAV, Glory Sky Group shall compensate the Purchaser 35% of the shortfall on a dollar to dollar basis within fourteen (14) days after the delivery of the GSGM Profit Certificate in an amount calculated as follows:

B = (GSGM Guaranteed NAV - GSGM Actual NAV) x 35%

where B is the compensation amount for the GSGM Guaranteed NAV.

For the avoidance of doubt, should the GSGM Actual NAV is more than the GSGM Guaranteed NAV, Glory Sky Group is not required to pay any compensation to the Purchaser and no additional consideration will be payable to Glory Sky Group by either the Company or the Purchaser.