Artgo : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION THE ENTIRE ISSUED SHARE CAPITAL OF SHINY GOAL HOLDINGS LIMITED INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares.

ARTGO HOLDINGS LIMITED

雅 高 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3313)

DISCLOSEABLE TRANSACTION IN RELATION TO

THE ACQUISITION THE ENTIRE ISSUED SHARE CAPITAL OF SHINY GOAL HOLDINGS LIMITED

INVOLVING ISSUE OF

CONSIDERATION SHARES UNDER GENERAL MANDATE

Financial Adviser

Euto Capital Partners Limited

THE ACQUISITION

The Board is pleased to announce that on 8 September 2017 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, the Vendor and the Target Company 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, representing the entire issued share capital of the Target Company, at the Consideration of RMB110,000,000 (equivalent to approximately HK$134,969,000), which shall be settled by the allotment and issuance of 175,740,885 Consideration Shares under General Mandate at the Issue Price of HK$0.77 by the Company to the Vendor.

Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the financial statements of the Company.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

As the Completion is subject to the fulfilment or waiver (as the case may be) of certain conditions precedent as set out in the Agreement. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the securities of the Company

THE ACQUISITION

On 8 September 2017 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, the Vendor and the Target Company 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, representing the entire issued share capital of the Target Company, at the Consideration of RMB110,000,000 (equivalent to approximately HK$134,969,000).

The principal terms of the Agreement are summarized as follows:

Date

8 September 2017 (after trading hours)

Parties

1. the Purchaser;

2. the Vendor; and

3. the Target Company.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Vendor is an Independent Third Party.

Assets to be acquired

Pursuant to the Agreement, the Purchaser has conditionally agreed to purchase and the Vendor has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of the Target Company.

The Target Group is undergoing Reorganisation of structure to proceed the Acquisition. Completion of the Reorganisation is one of the conditions precedent of the Agreement. (Relevant details are disclosed in the section headed ''Information about the Target Group'' below.)

Consideration

The Consideration of the Sale Shares is RMB110,000,000 (equivalent to approximately HK$134,969,000), which shall be satisfied by the Company by the allotment and the issuance of the Consideration Shares at the Issue Price by the Company to the Vendor within 7 days after the Completion.

Consideration Shares

The Consideration Shares to be allotted and issued represent (i) approximately 8.49% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 7.82% of the issued share capital of the Company as enlarged by the allotment and issuance of the Consideration Shares immediately after Completion.

The Consideration Shares will be allotted and issued at the Issue Price, which represents:

1. a discount of approximately 18.9% to the closing price of HK$0.95 per Share as quoted on the Stock Exchange on the Last Trading Day; and

2. a discount of approximately 19.8% to the average closing price of HK$0.96 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the Last Trading Day.

Basis of the Consideration

The Issue Price and the Consideration has been arrived at after arm's length negotiations between the Purchaser and the Vendor on normal commercial terms after taking into consideration of a preliminary valuation of the fair value of the Target Company as at 31 July 2017 of approximately RMB110,000,000 (equivalent to approximately HK$134,969,000) performed by Colliers International (Hong Kong) Limited (the ''Valuer''), an independent professional valuer. In arriving at the valuation, the Valuer has adopted the adjusted net asset value method under the asset-based approach.

Conditions precedent

Pursuant to the Agreement, the Purchaser's obligation to purchase the Sale Shares shall be conditional upon fulfilment of the following conditions precedent on or before the Long Stop Date:

1. the Reorganisation having been completed to the satisfaction of the Purchaser;

2. the representations and warranties in the Agreement given by the Target Company and the Vendor remain true and accurate as at the dates of the Agreement and the Completion;

3. the Purchaser has performed or complied with its undertakings or agreements in all material aspects to be performed or complied with before the Completion under the Agreement;

4. the Target Group maintains usual operations with no events occurred in the aspects including but not limited to relevant national policies, business operation, financial conditions, management and personnel which may cause material impact to the valuation of the Target Group as a whole;

5. the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Consideration Shares on the Stock Exchange;

6. the Purchaser having entrusted a qualified valuer to verify and appraise the assets, liabilities, shareholding structure and value of the Target Company, and being reasonably satisfied with the report of the valuation (the ''Valuation Report'');

7. the Purchaser being reasonably satisfied and accepting the results of the due diligence (including the due diligence of the legal and financial affairs) conducted by the Target Group; and

8. all necessary relevant approvals and consents (including approvals of the relevant governmental and regulatory authorities) being obtained for the sale and purchase of the Sale Shares (if necessary).

If the above conditions have not been fulfilled by the Vendor (or waived by the Purchaser, except for conditions (c), (e) and (h), which are not waivable) on or before the Long Stop Date, the Agreement shall lapse and thereafter neither party shall be bound to proceed with the sale and purchase of the Sale Shares. No party shall be liable to the terms of the Agreement, save for any antecedent breaches of the terms of the Agreement.

Completion

The Completion shall take place no later than Long Stop Date or such other day as the parties to the Agreement may mutually agree in writing.

Upon Completion, the Target Company will become an indirect wholly owned subsidiary of the Company.