China Best : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF FIVE TARGET COMPANIES (in PDF)

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CHINA BEST GROUP HOLDING LIMITED

國華集團控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 370) Financial adviser DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF FIVE TARGET COMPANIES THE ACQUISITION

The Board is pleased to announce that on 24 January 2017 (after trading hours), the Purchaser, the Vendor and the Guarantor entered into the Agreement pursuant to which the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sale Shares at HK$200,000,000 (subject to adjustment), which will be satisfied by cash. Immediately after completion of the Acquisition, the Target Companies will become wholly-owned subsidiaries of the Company and the accounts of which will be consolidated into the financial statements of the Group.

* For identification purpose only

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in respect of the Acquisition is 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 the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

Shareholders and potential investors should note that the Acquisition is subject to satisfaction (or, if applicable, waiver) of certain conditions. There is no assurance that the Agreement and the transactions contemplated thereunder will proceed. Shareholders and potential investors are advised to exercise caution in dealing in the Shares. THE ACQUISITION

On 24 January 2017 (after trading hours), the Purchaser, the Vendor and the Guarantor entered into the Agreement pursuant to which the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sale Shares at HK$200,000,000 (subject to adjustment), which will be satisfied by cash. The Guarantor has provided additional warranties to the accuracy and completeness of the information provided by the Vendor in the Agreement and agreed to perform other obligations under the Agreement. The principal terms of the Agreement are set out below:

THE AGREEMENT Date

24 January 2017

Parties

1. Purchaser: China Best Financial Holdings Limited;

2. Vendor: ZR International Holding Company Limited; and

3. Guarantor: Mr. Wu Qiaofeng.

   To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Vendor, its ultimate beneficial owners and Guarantor are Independent Third Parties as at the date of this announcement.

   Subject Matter

   Pursuant to the Agreement, the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares.

   Calculation of Considerations

   On the Completion Date, the Vendor shall deliver management accounts of each of the Target Companies as at the date which is three Business Days prior to the Completion Date. Given that there would not be any evident mistake in the management accounts, the Vendor and the Purchaser agree to base on the Management Accounts NAV to determine a tentative consideration ("Tentative Consideration") as follows:

4. If the Management Accounts NAV is lower than HK$115,000,000, the Tentative Consideration will be: HK$200,000,000 - (HK$115,000,000 - Management Accounts NAV); or

5. If the Management Accounts NAV is higher than or equal to HK$115,000,000, the Tentative Consideration will be equal to HK$200,000,000.

Within three months upon the Completion Date (or a reasonable period mutually agreed by the parties to the Agreement), the Purchaser shall deliver the Audited Accounts to the Vendor. It is agreed that the auditor responsible for the Audited Accounts will be appointed by the Purchaser and that the Audited Consolidated NAV will be referenced to determine the finalised consideration ("Finalised Consideration") as follows:

1. If the Management Accounts NAV is lower than HK$115,000,000, and the Audited Consolidated NAV is lower than the Management Accounts NAV, the Finalised Consideration will be adjusted as follows: HK$200,000,000 - (HK$115,000,000 - Audited Consolidated NAV);

2. If the Management Accounts NAV is lower than HK$115,000,000, but the Audited Consolidated NAV is higher than or equal to the Management Accounts NAV, the Finalised Consideration will be equal to the Tentative Consideration;

3. If the Management Accounts NAV is higher than or equal to HK$115,000,000, but the Audited Consolidated NAV is lower than HK$115,000,000, the Finalised Consideration will be adjusted as follows: HK$200,000,000 - (HK$115,000,000 - Audited Consolidated NAV); or

4. If the Management Accounts NAV is higher than or equal to HK$115,000,000, and the Audited Consolidated NAV is higher than or equal to the Management Accounts NAV, the Finalised Consideration will be equal to the Tentative Consideration.

   Consideration

   The consideration for the Acquisition will be satisfied in the following manner:

5. within five Business Days upon signing of the Agreement, the Purchaser shall pay HK$20,000,000 in cash to the Vendor. This is the deposit for the Acquisition and shall be deemed as part of the Consideration upon the Completion Date. In case the Agreement is terminated in accordance with the terms stated therein, the Vendor shall refund the whole amount of this deposit within two Business Days after such termination;