PDF《中民控股有限公司》

5 days of the entering into of the First Equity Transfer Agreement. 2) RMB1,620,000 shall be payable to the Company within

35 days of the entering into of the First Equity Transfer Agreement. 3) RMB1,620,000 shall be payable to the Company within

65 days of the entering into of the First Equity Transfer Agreement. 4) the balance of RMB2,430,000 shall be payable to the Company within

95 days of the entering into of the First Equity Transfer Agreement. Basis for Determination of the First Consideration: The First Consideration was determined by Yongheng Hong Kong and the Company after arm'

s length negotiations with reference to the percentage of monetary value of the registered capital of Cai Cai Le held by the Company, being RMB18,000,000, and taking into account certain factors including the financial position, business outlook and future prospects of Cai Cai Le. The Directors, including independent non-executive Directors, are of the opinion that the First Consideration is fair and reasonable. According to the statutory record of Cai Cai Le, the total investment made by the Company in Cai Cai Le as at

31 March

2016 amounted to RMB8,100,000. Completion: Completion is subject to the satisfaction of the following conditions precedent: 1. the First Equity Transfer Agreement has been executed by the parties and become effective;

and 2. each of the Company and Yongheng Hong Kong having obtained the approval of their respective boards of directors, and/or shareholders if required by their articles of association, in respect of the First Equity Transfer Agreement and the transactions contemplated thereunder. Second Equity Transfer Agreement Date:

28 June

2016 (after trading hours of the Stock Exchange) Parties: (i) Zhongmin Yongheng (an indirect wholly-owned subsidiary of the Company);

and (ii) Yongheng Shenzhen. Yongheng Shenzhen act as an investment holding company in the PRC. As at the date of this announcement, Yongheng Shenzhen is a wholly-owned subsidiary of Yongheng Hong Kong. As disclosed above, despite that the Purchasers and their ultimate beneficial owners (Mr. Yang Songsheng and Mr. Yeung Paak Ching) are connected persons of the Company at the subsidiary level, the Disposal Group is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules, and the Purchasers and their ultimate beneficial owners are not connected persons of the Company. Assets to be Disposed of: Zhongmin Yongheng has agreed to sell and Yongheng Shenzhen has agreed to purchase or procure to purchase the Second Sale Capital, free from all pledges, encumbrances or third party rights in any nature. The Second Sale Capital represents the entire equity interests of Shenzhen Le Cai. Shenzhen Le Cai currently holds the entire equity interests of Shenzhen Jin Cai and 55% equity interests of Cai Cai Le. Upon completion of the Disposal, Zhongmin Yongheng will no longer hold any equity interests in Shenzhen Le Cai and Shenzhen Le Cai;

Shenzhen Jin Cai and Cai Cai Le shall cease to be a subsidiary of the Company. Second Consideration and Payment Method: The Second Consideration is RMB64,900,000 and shall be satisfied by Yongheng Shenzhen in the following manner: 1) RMB53,000,000 shall be settled by Yongheng Shenzhen through assumption of the Debt owing by Zhongmin Yongheng to Shenzhen Le Cai in the amount of RMB53,000,000. 2) RMB3,570,000 shall be payable to Zhongmin Yongheng within

5 days of the entering into of the Second Equity Transfer Agreement of which RMB2,000,000 had been received from Yongheng Shenzhen upon signing of the Second Equity Transfer Agreement. 3) RMB2,380,000 shall be payable to Zhongmin Yongheng within