SCMP : ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE - INVITATION FOR PROPOSALS RELATING TO THE COMPANY

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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.

Armada Holdings Limited

（南潮控股有限公司）*

(Formerly known as: SCMP Group Limited (南華早報集團有限公司)*)

(Incorporated in Bermuda with limited liability)

(Stock Code: 583) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE INVITATION FOR PROPOSALS RELATING TO THE COMPANY

Shareholders will be aware that shares in the Company continue to be suspended from trading on The Stock Exchange of Hong Kong Limited due to the Company having an insufficient public float. The Board wishes to maximise the opportunities to identify third parties who may be interested in engaging in a transaction which would lead to either the restoration of the public float or an orderly delisting of the Company, whilst maximising value for shareholders. Accordingly, the Company has engaged The Hongkong and Shanghai Banking Corporation Limited as financial adviser to assist it to identify interested third parties who may be willing to make proposals which would resolve the public float issue or otherwise return value to shareholders, including proposals involving the subscription or acquisition of shares from the Company or its shareholders, and/or disposals of the Company's assets.

The Company now invites interested third parties to make proposals in connection with the above. There is no assurance that any transaction will materialise or be consummated. Any transaction that does materialise may or may not lead to a change of control of the Company or a general offer being made for the Company. Shareholders and potential investors are reminded to exercise caution when dealing in the shares of the Company.

Shareholders will be aware that shares in Armada Holdings Limited (the "Company") continue to be suspended from trading on The Stock Exchange of Hong Kong Limited due to the Company having an insufficient public float. As stated in the Company's circular of 19 February 2016 relating to the disposal of its media business, the Board recognises that such disposal did not cure the on-going lack of public float and that the Board would continue to explore options for the resolution of this issue.

The Board wishes to maximise the opportunities to identify third parties who may be interested in engaging in a transaction which would lead to either the restoration of the public float or an orderly delisting of the Company, whilst maximising value for shareholders. Accordingly, the Company has engaged The Hongkong and Shanghai Banking Corporation Limited as financial adviser to assist it to identify interested third parties who may be willing to make proposals which would resolve the public float issue or otherwise return value to shareholders (the "Process").

The Company invites interested third parties to make proposals to the Board. The Company will consider the full range of proposals which, individually or in combination, fulfil the above goals, which may include proposals involving the subscription or acquisition of shares from the Company or its shareholders, and/or proposals involving disposals of the Company's assets.

There is no assurance that any transaction will materialise or be consummated. Any transaction that does materialise may or may not lead to a change of control of the Company or a general offer being made for the Company. Shareholders and potential investors are reminded to exercise caution when dealing in the shares of the Company.

The relevant securities of the Company in issue comprise 1,567,745,596 ordinary shares as at the date of this announcement.

The Company's controlling shareholder Kerry Group Limited (through its subsidiaries and controlled corporations) is interested in 1,155,061,308 shares, representing approximately 73.7% of the issued share capital of the Company. The Company's substantial shareholder, Silchester International Investors LLP, is interested in 221,365,000 shares, representing approximately 14.1% of the issued share capital of the Company. The remainder of the Company's issued share capital is in public hands.

In accordance with Rule 3.7 of the Hong Kong Code on Takeovers and Mergers ("Takeovers Code"), the Company will issue updated announcements on a monthly basis until the announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with a transaction or of termination of talks.

In accordance with Rule 3.8 of the Takeovers Code, associates of the Company are hereby reminded to disclose their dealings in the securities of the Company pursuant to the requirements of the Takeovers Code.

By Order of the Board

Lau Che Yin Ian

Company Secretary

Hong Kong, 10 May 2016

As at the date hereof, the Board comprises: Non-executive Directors

Dr. David J. Pang (Chairman) and Tan Sri Dr. Khoo Kay Peng

Independent Non-executive Directors

Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man

Executive Director

Ms. Kuok Hui Kwong

The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

"Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."

Note: With effect from 5 April 2016, the English name of the Company has been changed from "SCMP Group Limited" to "Armada Holdings Limited" and the Chinese name of "南潮控股有限公司" has been adopted to replace "南華早報集團有限公司" (which was used for identification purposes only). The Company is in the process of

applying for the registration of the Company's new English and Chinese names in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and a further announcement will be made in due course in connection therewith.

* For identification purpose only