Amax : Announcements and Notices -

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

AMAX INTERNATIONAL HOLDINGS LIMITED

奧瑪仕國際控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 959) DISCLOSEABLE TRANSACTION IN RESPECT OF ACQUISITION OF 100% EQUITY INTERESTS IN EXPLICITLY GRAND INVESTMENTS LIMITED INVOLVING ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE AND ISSUE OF PROMISSORY NOTES Financial adviser to the Company Orient Victory Azure Capital Ltd INTRODUCTION

On 18 July 2017 (after trading hours of the Stock Exchange), the Purchaser (a wholly-owned subsidiary of the Company), entered into the Sale and Purchase Agreement with the Vendors pursuant to which the Purchaser has conditionally agreed to purchase and the Vendors have conditionally agreed to sell the Sale Shares representing 100% of the issued share capital of the Target Company at a consideration of HK$63,500,000.

Upon completion of the Acquisition, the Target Company will become an indirect wholly- owned subsidiary of the Company. The Consideration is to be settled by the issuance of the Consideration Shares and issuance of the Promissory Notes.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios for the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and thus is subject to reporting and announcement requirement pursuant to Chapter 14 of the Listing Rules. The Company will seek approval for, among other things, the Specific Mandate from the Shareholders at the SGM.

THE SGM

A SGM will be convened for the Shareholders to consider, and if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder (including the grant of Specific Mandate for the allotment and issue of the Consideration Shares). A circular containing, among other things, (i) the Acquisition and the transactions contemplated thereunder; (ii) the Specific Mandate; (iii) the valuation report on the Target Group; and (iv) other information as required under the Listing Rules together with a notice of the SGM and a form of proxy will be despatched to the Shareholders on or before 8 August 2017.

Completion is subject to the satisfaction of the conditions precedent under the Sale and Purchase Agreement and therefore may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. INTRODUCTION

On 18 July 2017 (after trading hours of the Stock Exchange), the Purchaser (a wholly-owned subsidiary of the Company), entered into the Sale and Purchase Agreement with the Vendors pursuant to which the Purchaser has conditionally agreed to purchase and the Vendors have conditionally agreed to sell the Sale Shares representing 100% of the issued share capital of the Target Company at a consideration of HK$63,500,000.

THE SALE AND PURCHASE AGREEMENT

Principal terms of the Sale and Purchase Agreement are set out as follows:

Date

18 July 2017 (after trading hours of the Stock Exchange)

Parties

1. The Vendors;

2. The Purchaser; and

3. The Target Company

The Vendors, the Purchaser and the Target Company shall collectively be referred to as "Parties" and "Party" means any one of them.

As at the date of the Sale and Purchase Agreement, the Target Company is owned as to 50% by Gorgeous Smart and 50% as to New Sphere. Gorgeous Smart is wholly-owned by Mr. Wong and New Sphere is wholly-owned by Ms. Cheng. To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, each of Gorgeous Smart, New Sphere, Mr. Wong, Ms. Cheng are Independent Third Parties.

Assets to be Acquired

Pursuant to the Sale and Purchase Agreement, the Purchaser has conditionally agreed to purchase and the Vendors have conditionally agreed to sell 100% of the issue share capital of the Target Company which is legally and beneficially owned by the Vendors. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company.

MostCore is a company incorporated in Hong Kong with limited liability and is wholly-owned by the Target Company. The principal activities of the MostCore include the development of innovative intellectual properties and technological solutions, mobile apps development and the provision of IT solutions to clients and mobile users across the globe.

Inno Motion is a company incorporated in Hong Kong with limited liability and is wholly- owned by MostCore. As at the date of this announcement, Inno Motion did not have any material assets or liabilities and has not commenced any business operation.

For further information of the Target Group, please refer to paragraph headed "Information of the Target Group" below.

Consideration

The total consideration is HK$63,500,000, which shall be satisfied by the Purchaser procuring the Company to (i) as to HK$49,500,000 by the allotment and issue of the Consideration Shares at the issue price of HK$0.330 per Consideration Share to the Vendors (or their respective nominee) in proportion to their respective interest in the Sale Shares upon Completion; and (ii) as to HK$14,000,000 by the issue of the Promissory Notes to the Vendors (or their respective nominee) in proportion to their respective interest in the Sale Shares upon Completion.