Soundwill : Discloseable Transaction Disposal of Target Company

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.

SOUNDWILL HOLDINGS LIMITED

(金朝陽集團有限公司*)

(Incorporated in Bermuda with limited liability)

(Stock Code: 878) DISCLOSEABLE TRANSACTION DISPOSAL OF TARGET COMPANY THE DISPOSAL

The Board announces that on 7 June 2017 the Purchaser entered into a sale and purchase agreement with the Seller in relation to the sale and purchase of the entire issued share capital of the Target Company and the assignment of the Sale Loan free from all encumbrances. The Consideration is the initial sum of HK$455,620,000, subject to adjustments in accordance with the terms of the Agreement.

LISTING RULES IMPLICATIONS

Since one of the applicable percentage ratios as defined in the Listing Rules calculated with reference to the Disposal is over 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

*For identification purpose only

The Board announces that on 7 June 2017 the Purchaser entered into a sale and purchase agreement with the Seller in relation to the sale and purchase of the entire issued share capital of the Target Company and the assignment of the Sale Loan free from all encumbrances. The Consideration is the initial sum of HK$455,620,000, subject to adjustments in accordance with the terms of the Agreement.

AGREEMENT

The principal terms of the Agreement are summarized as follow:

Date

7 June 2017

Parties

Seller: Glory Genius International Investment Limited, a company incorporated in the British Virgin Islands with limited liability, an indirect wholly-owned subsidiary of the Company.

Purchaser: Asiaciti Investments Limited, a company incorporated in the British Virgin Islands with limited liability.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Subject Matter

Pursuant to the Agreement, (i) the Seller has agreed to sell the Sale Share representing the entire issued share capital of the Target Company and to assign the Sale Loan; and

(ii) the Purchaser has agreed to purchase the Sale Share and to accept assignment of the Sale Loan free from all encumbrances.

The Target Group holds the entire legal and beneficial interest in the Property. Further details of the Target Group and the Property are set out below in the section headed

Pursuant to the terms of the Agreement, the Seller and the Purchaser are required to complete the sale and purchase of the Sale Share and the assignment of the Sale Loan simultaneously.

Consideration

Subject to the Completion Adjustment (as defined below), the total aggregate amount of the consideration payable by the Purchaser for the transfer of the Sale Share and the assignment of the Sale Loan is the Initial Consideration of HK$455,620,000. The Consideration will be apportioned as follows:

1. the consideration for the assignment of the Sale Loan is a sum equal to the face value of the total outstanding amount of the Sale Loan as at Completion; and

2. the consideration for the transfer of the Sale Share is the sum equal to the amount of the Consideration less the consideration for the assignment of the Sale Loan.

The Consideration was arrived at after arm's length negotiation between the Seller and the Purchaser on normal commercial terms principally with reference to the unaudited consolidated net asset value of the Target Group as at 30 April 2017, and taking into account the market value of the Property as at 30 April 2017 of approximately HK$438,000,000 as indicated in the valuation report prepared by an independent professional qualified valuer.

Payment Terms

The Consideration shall be paid by the Purchaser in the following manner:

1. the first instalment, representing 20% of the Initial Consideration, was paid to the Seller's solicitors upon signing of the Agreement and is to be released to the Seller on Completion; and

2. the Initial Consideration after making the Initial Adjustment and after deducting the first instalment is payable to the Seller's solicitors on Completion.

Completion is to take place on the Completion Date.

Following Completion, each member of the Target Group will cease to be a subsidiary of the Company. Accordingly, the profits and losses and the assets and liabilities of the Target Group will cease to be consolidated in the consolidated financial statements of the Company.

Adjustments to Consideration

Initial Adjustment

Pursuant to the terms of the Agreement, the Initial Consideration is subject to an initial adjustment (the "Initial Adjustment") as follows:

1. if the Initial Adjustment is more than zero, the Initial Consideration will be adjusted upward by adding to the Initial Consideration the amount of such excess; or

2. if the Initial Adjustment is less than zero, the Initial Consideration shall be adjusted downward by deducting from the Initial Consideration the amount of such shortfall.

The Initial Adjustment will be calculated based on the unaudited management accounts of the Target Group as at the date of Completion prepared in accordance with certain agreed policies and standards and in advance of the date of Completion.

Final Adjustment

A final adjustment (the "Final Adjustment") is to be made to the Initial Consideration and the Final Adjustment will be calculated based on the Completion Accounts, which will be prepared in accordance with certain agreed policies and standards and delivered to the Purchaser by the Seller within 14 Business Days after Completion. If the Purchaser does not raise objection to the Completion Accounts and/or Completion Statement delivered to it by the Seller within 7 Business Days of the delivery thereof, the Completion Accounts and the Completion Statement will be deemed to have been agreed to by the Purchaser. However, if the Purchaser raises objection within such