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.

實力建業集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 519)
  1. CHANGE OF SUBSTANTIAL SHAREHOLDER
  2. RESIGNATION OF CHAIRLADY, MANAGING DIRECTOR, EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS
  3. APPOINTMENT OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTORS
  4. CHANGE OF MEMBERS OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE
CHANGE OF SUBSTANTIAL SHAREHOLDER

The Board was informed by MCA, a substantial shareholder of the Company which is indirectly wholly owned by Ms. Wang, the Chairlady, the Managing Director, an Executive Director and a substantial shareholder of the Company, that it had entered into a sale and purchase agreement with the Purchaser on 14 September 2016, pursuant to which MCA had agreed to dispose of 465,725,959 shares in the capital of the Company, representing approximately 22.309% of the issued share capital of the Company to the Purchaser. The Company was informed by MCA that the consideration for the Disposal was HK$436,000,000. The Board was also informed that completion of the Disposal took place on 14 September 2016.

RESIGNATION OF CHAIRLADY, MANAGING DIRECTOR, EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board announces that, with effect from 14 September 2016:

  1. Ms. Wang resigned as the Chairlady, the Managing Director and an Executive Director;

  2. Mr. Tsao Hoi Ho resigned as an Executive Director;

  3. Mr. Su Ru Jia resigned as an Independent Non-executive Director;

  4. Mr. Lo Yun Tai resigned as an Independent Non-executive Director; and

  5. Mr. Chan Ming Fai, Terence resigned as an Independent Non-executive Director.

APPOINTMENT OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, E X E C U T I V E D I R E C T O R , N O N - E X E C U T I V E D I R E C T O R A N D INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board further announces that, with effect from 14 September 2016:

  1. Mr. Wang Bo has been appointed as a Non-executive Director and the Chairman of the Board;

  2. Mr. Yuen Chi Ping has been appointed as an Executive Director and the Chief Executive Officer;

  3. Mr. Lau Chi Keung has been appointed as an Independent Non-executive Director;

  4. Mr. Yu Tat Chi, Michael has been appointed as an Independent Non-executive Director; and

  5. Mr. Chiu Kit Man, Calvin has been appointed as an Independent Non-executive Director.

C H A N G E O F M E M B E R S O F T H E A U D I T C O M M I T T E E , T H E REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE

The Board further announces that, with effect from 14 September 2016:

  1. Mr. Chan Ming Fai, Terence, Mr. Su Ru Jia and Mr. Lo Yun Tai ceased to be members of the Audit Committee, and Mr. Yu Tat Chi, Michael, Mr. Lau Chi Keung and Mr. Chiu Kit Man, Calvin have been appointed as members of the Audit Committee, with Mr. Yu Tat Chi, Michael being appointed as the Chairman of the Audit Committee;

  2. Mr. Lo Yun Tai, Mr. Su Ru Jia, Mr. Chan Ming Fai, Terence and Ms. Wang ceased to be members of the Remuneration Committee and Mr. Lau Chi Keung, Mr. Chiu Kit Man, Calvin and Mr. Wang Bo have been appointed as members of the Remuneration Committee, with Mr. Lau Chi Keung being appointed as the Chairman of the Remuneration Committee; and

  3. Mr. Lo Yun Tai, Mr. Chan Ming Fai, Terence and Ms. Wang ceased to be members of the Nomination Committee and Mr. Wang Bo, Mr. Lau Chi Keung and Mr. Chiu Kit Man, Calvin have been appointed as members of the Nomination Committee, with Mr. Wang Bo being appointed as the Chairman of the Nomination Committee.

This announcement is made by Applied Development Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 and Rule 13.51(2) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

CHANGE OF SUBSTANTIAL SHAREHOLDER

Reference is made to the announcement of the Company dated 14 September 2016 in relation to the potential change of substantial shareholder of the Company. The Board (the "Board") of Directors (the "Directors") of the Company was informed by Millennium Capital Asia Limited ("MCA"), a substantial shareholder of the Company which is indirectly wholly owned by Ms. Wang Jingyu ("Ms. Wang"), the Chairlady, the Managing Director, an Executive Director and a substantial shareholder of the Company, that it had entered into a sale and purchase agreement with Rich Unicorn Holdings Limited (the "Purchaser") on 14 September 2016, pursuant to which MCA had agreed to disposed of 465,725,959 shares in the capital of the Company (the "Disposal"), representing approximately 22.309% of the issued share capital of the Company as at the date of this announcement. The Company was informed by MCA that the consideration for the Disposal was HK$436,000,000. The Board was also informed that completion of the Disposal took place on 14 September 2016.

The Directors have been informed by MCA that the Purchaser is a company incorporated in the British Virgin Islands and is a direct wholly-owned subsidiary of Fullshare Holdings Limited ("Fullshare"), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 607). To the best knowledge, information and belief of the Directors, prior to completion of the Disposal, the Purchaser was interested in 94,140,000 shares of the Company (representing approximately 4.51% of the issued share capital of the Company as at the date of this announcement) and a third party independent of and not connected with the Company's connected persons (as defined in the Listing Rules).

Upon completion of the Disposal, MCA ceased to be a shareholder of the Company and the Purchaser became a substantial shareholder of the Company.

RESIGNATION OF CHAIRLADY, MANAGING DIRECTOR, EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board announces that, with effect from 14 September 2016:

  1. Ms. Wang resigned as the Chairlady, the Managing Director and an Executive Director;

  2. Mr. Tsao Hoi Ho resigned as an Executive Director;

  3. Mr. Su Ru Jia resigned as an Independent Non-executive Director;

  4. Mr. Lo Yun Tai resigned as an Independent Non-executive Director; and

  5. Mr. Chan Ming Fai, Terence resigned as an Independent Non-executive Director.

Each of Ms. Wang, Mr. Tsao Hoi Ho, Mr. Su Ru Jia, Mr. Lo Yun Tai and Mr. Chan Ming Fai, Terence has respectively confirmed that (i) he/she does not have any disagreement with the Board and (ii) there is no matter that need to be brought to the attention of shareholders of the Company (the "Shareholders") and the Stock Exchange.

The Board would like to take this opportunity to express its sincere gratitude to Ms. Wang, Mr. Tsao Hoi Ho, Mr. Su Ru Jia, Mr. Lo Yun Tai and Mr. Chan Ming Fai, Terence for their valuable contributions to the Company during their tenure of office.

APPOINTMENT OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON- EXECUTIVE DIRECTORS

The Board further announces that, with effect from 14 September 2016:

  1. Mr. Wang Bo has been appointed as a Non-executive Director and the Chairman of the Board;

  2. Mr. Yuen Chi Ping has been appointed as an Executive Director and the Chief Executive Officer;

  3. Mr. Lau Chi Keung has been appointed as an Independent Non-executive Director;

  4. Mr. Yu Tat Chi, Michael has been appointed as an Independent Non-executive Director; and

  5. Mr. Chiu Kit Man, Calvin has been appointed as an Independent Non-executive Director.

Applied Development Holdings Limited published this content on 14 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 October 2016 12:19:08 UTC.

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