Kee : 18-07-2017 MAJOR TRANSACTION IN RELATION TO DISPOSAL OF THE ENTIRE EQUITY INTEREST IN NEO OCEAN VENTURES LIMITED

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KEE Holdings Company Limited

開 易 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

MAJOR TRANSACTION IN RELATION TO DISPOSAL OF THE ENTIRE EQUITY INTEREST IN NEO OCEAN VENTURES LIMITED

THE DISPOSAL

The Board is pleased to announce that on 18 July 2017 (after trading hours), the Company as the vendor and the Purchaser as the purchaser entered into the Disposal Agreement, pursuant to which the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the Sale Share, representing the entire issued share capital of the Target Company, and the Sale Loan, at the aggregate Consideration of HK$100,000,000.

Upon Completion, the Target Group will cease to be subsidiaries of the Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Disposal exceed 25% but are below 75%, the Disposal constitutes a major transaction of the Company and is subject to reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

WRITTEN SHAREHOLDER'S APPROVAL

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Shareholders have a material interest in the Disposal Agreement and the transactions contemplated thereunder and therefore no Shareholder is required to abstain from voting if a general meeting were to be convened for the approval of the Disposal Agreement and the transactions contemplated thereunder. The Company intends to obtain written Shareholder's approval from Glory Emperor, a controlling Shareholder directly holding 326,089,600 Shares, representing approximately 70.16% of the issued share capital of the Company as at the date of this announcement, for approving the Disposal Agreement and the transactions contemplated thereunder in lieu of holding a general meeting of the Company in accordance with Rule 14.44 of the Listing Rules.

In the event that the Company is unable to obtain the written Shareholder's approval from Glory Emperor, an extraordinary general meeting of the Company will be convened as soon as practicable at which ordinary resolution(s) will be proposed for the Shareholders to consider and, if thought fit, approve the Disposal Agreement and the transactions contemplated thereunder.

GENERAL

A circular of the Company containing, among other matters, further details of the Disposal and any other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 8 August 2017.

Shareholders and potential investors of the Company should note that Completion is subject to the fulfillment or waiver (as the case may be) of the conditions precedent set out in the Disposal Agreement and therefore may or may not occur. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares and other securities of the Company.

THE DISPOSAL

The Board is pleased to announce that on 18 July 2017 (after trading hours), the Company as the vendor and the Purchaser as the purchaser entered into the Disposal Agreement, pursuant to which the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase the Sale Share, representing the entire issued share capital of the Target Company, and the Sale Loan, at the aggregate Consideration of HK$100,000,000.

THE DISPOSAL AGREEMENT

Date: 18 July 2017 (after trading hours)

Parties: (1) the Company, as vendor; and

(2) Grandcheer Limited, as purchaser.

The Purchaser is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties.

Subject matter

Pursuant to the Disposal Agreement, the Company shall sell as beneficial owner and the Purchaser shall purchase the Sale Share and the Sale Loan. The Sale Share, representing the entire issued share capital of the Target Company, free from all Encumbrances together with all rights now and hereafter attaching thereto including but not limited to all dividends to be paid, declared or made in respect thereof at any time on or after Completion. The Sale Loan, representing the loan owed by the Target Company to the Company at Completion, will be sold free from all Encumbrances together with all rights attaching thereto as at the Completion Date.

The Purchaser shall not be obliged to purchase any of the Sale Share and the Sale Loan unless the sale and purchase of the Sale Share and the Sale Loan are completed simultaneously.

As at the date of this announcement, the Sale Loan amounted to approximately HK$138,674,000.

Consideration

The aggregate Consideration for the sale and purchase of the Sale Share and Sale Loan shall be HK$100,000,000.

The Consideration shall be payable by the Purchaser to the Company in the following manner:

1. HK$20,000,000, being the Deposit and part payment of the Consideration, shall be paid by the Purchaser to the Company in cash within three Business Days after signing of the Disposal Agreement;

2. HK$30,000,000, being the second installment shall be paid by the Purchaser to the Company at Completion; and

3. HK$50,000,000 being the balance of the Consideration shall be paid by the Purchaser to the Company in cash within one year from the date of Completion.

   The Consideration was arrived at after arm's length negotiations between the Company and the Purchaser on normal commercial terms by taking into account (i) the net liability of the Target Group of approximately HK$45,785,000 as at 30 June 2017; (ii) the reasons for the Disposal as discussed in the paragraph headed ''Reasons for the Disposal'' in this announcement; and (iii) the outstanding amount of the Sale Loan of approximately HK$138,674,000 as at the date of the Disposal Agreement.

   Having considered the above factors, the Board considers that the Consideration, which was arrived at after arm's length negotiations, is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

   Security for the balance of the Consideration

   As security for the payment of the balance of the Consideration, the Purchaser shall upon Completion execute the Share Charge and the Debt Security Assignment in favour of the Company, which shall be released upon full settlement of the Consideration.

   Conditions precedent

   Completion is conditional upon and subject to the following conditions:

4. the Purchaser having completed the due diligence review on the assets, liabilities, operations and affairs of the Target Group;

5. all necessary consents, licences and approvals required to be obtained on the part of the Company in respect of the sale and purchase of the Sale Share and the Sale Loan having been obtained;

6. all necessary consents, licences and approvals required to be obtained on the part of the Purchaser in respect of the sale and purchase of the Sale Share and the Sale Loan having been obtained;

7. the Shareholder(s) approving the Disposal Agreement and the transactions contemplated thereunder in compliance with the requirements of the Listing Rules by passing the requisite resolution(s) at a general meeting or by way of written Shareholder's approval;

8. there being no matters, facts or circumstances which constitute or will constitute breach of the warranties given by the Company contained in the Disposal Agreement; and

9. there being no matters, facts or circumstances which constitute or will constitute breach of the warranties given by the Purchaser contained in the Disposal Agreement.

The Company shall use its best endeavours to procure the fulfillment of the conditions set out in (1), (2), (4) and (5) above. The Purchaser shall use its best endeavours to procure the fulfillment of the conditions set out in (3) and (6) above. The Company may in its absolute discretion at any time waive the condition set out in (6) above. The Purchaser may in their absolute discretion at any time waive the conditions set out in (1) and (5) above. None of the conditions set out in (2), (3) and (4) above are capable of being waived.

If the conditions set out above have not been satisfied (or as the case may be, waived) on or before the Long Stop Date, the Disposal Agreement shall cease and determine and thereafter neither party shall have any obligations and liabilities towards each other hereunder save for any antecedent breaches of the terms thereof, and the Company shall refund the Deposit to the Purchaser without interest within ten Business Days.