U Banquet : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF NEW FORTUNE HOLDINGS GROUP LIMITED

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U BANQUET GROUP HOLDING LIMITED

譽宴集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1483)

DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF NEW FORTUNE HOLDINGS GROUP LIMITED THE ACQUISITION

The Board is pleased to announce that, on 16 June 2017 (after trading hours), the Company, as purchaser and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Company conditionally agreed to purchase and the Vendor conditionally agreed to sell the entire issued share capital of the Target Company upon Completion at the consideration of RMB76,500,000.

LISTING RULES IMPLICATIONS

As one or more applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

As Completion is subject to and conditional upon fulfilment of the conditions precedent as set out in the Sale and Purchase Agreement, the transactions contemplated thereunder may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. THE ACQUISITION

The Board is pleased to announce that on 16 June 2017 (after trading hours), the Company, as purchaser and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Company conditionally agreed to purchase and the Vendor conditionally agreed to sell the entire issued share capital of the Target Company upon Completion at the consideration of RMB76,500,000.

The principal terms of the Sale and Purchase Agreement are as follows: Date: 16 June 2017

Parties:

1. Purchaser: the Company

2. Vendor: Shi Qingsong（ 石青松）

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor is an Independent Third Party.

Subject matter

Pursuant to the Sale and Purchase Agreement, the Company conditionally agreed to purchase and the Vendor as legal and beneficial owner conditionally agreed to sell the entire issued share capital of the Target Company.

Consideration

Pursuant to the terms of the Sale and Purchase Agreement, the Consideration of RMB 76,500,000 shall be satisfied by the Company in the following manner:

1. HK$30,000,000 (equivalent to RMB26,139,000, calculated using the HK$-RMB exchange rate mutually agreed by the Vendor and the Company) (the "Deposit") shall be payable to the Vendor in cash in HK$ as refundable deposit within 3 Business Days from the signing of the Sale and Purchase Agreement or other date as the Vendor and the Company may agree; and

2. Upon Completion the remaining balance of the Consideration of HK$57,799,839 (equivalent to RMB50,361,000, calculated using the HK$-RMB exchange rate mutually agreed by the Vendor and the Company) shall be payable to the Vendor in cash in HK$ within 3 Business Days from the Completion Date.

   The Consideration was arrived at after arm's length negotiations between the Company and the Vendor with reference to, among other things, (i) the current financial position of the Target Group; (ii) the valuation of the Property of RMB90,000,000 as at 30 April 2017 prepared by an independent valuer primarily based on direct comparison approach and a cross-checking was made by using income approach; and (iii) the external debts of the Beijing Company of RMB12,131,828 as at the date of this announcement. The Consideration for the Acquisition will be financed by internal resources of the Group.

   Conditions Precedent of the Acquisition

   Completion is conditional upon each of the following being satisfied:

3. the representations and warranties given by the Vendor under the Sale and Purchase Agreement remaining true, complete and accurate in all material respects and is not misleading;

4. there having been no breach by the Vendor of any covenants made by and obligations of the Vendor under the Sale and Purchase Agreement;

5. the Company not having discovered or known that from the date of signing of the Sale and Purchase Agreement, there being any abnormal operations or any material adverse change in the business, circumstances (including assets, financial and legal status), operations, performance or assets, or any undisclosed material potential risks in respect of the Target Group;

6. the Target Group having obtained all licenses, permits, consents, approvals, authorizations, orders and waivers from the relevant governmental or regulatory authorities in Hong Kong, the PRC, BVI or other regions which are necessary or required for the entering into and the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;

7. the Company having completed and being reasonably satisfied with the results of the due diligence review (whether legal, accounting, financial, operational or other material aspect) of the Target Group.

If any conditions precedent to the Completion has not been fulfilled by the Long Stop Date, then the Company shall not be bound to proceed with the Acquisition, and save as to the Deposit which shall be returned to the Company, all rights and liabilities of the Vendor and the Company shall cease and neither the Vendor nor the Company shall have any claim against the other save in respect of any antecedent breach by any party under the Sale and Purchase Agreement.

Assignment of Loans

Pursuant to the Sale and Purchase Agreement, the Vendor shall assign all the obligations, liabilities and debts owing or incurred by the Target Group to him on or at any time prior to the Completion whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion to the Company.