Chinese Food and Beverage : DISCLOSEABLE TRANSACTION - DEED OF SETTLEMENT IN RELATION TO DISPOSAL OF 100% EQUITY INTEREST IN POWER TOOL INVESTMENTS LIMITED

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8272) DISCLOSEABLE TRANSACTION DEED OF SETTLEMENT IN RELATION TO DISPOSAL OF 100% EQUITY INTEREST IN POWER TOOL INVESTMENTS LIMITED THE DEED OF SETTLEMENT

On 16 August 2017 (after trading hours), Golden Eva, being the Vendor and the Company, entered into the Deed of Settlement with Success Century, being the Purchaser. Pursuant to the Deed of Settlement, the Vendor shall, as beneficial owner of the Target Company, sell and the Purchaser shall purchase (i) the Sale Shares, representing all the shares issued by the Target Company; and (ii) the Sale Loan, at the Consideration of HK$18,000,000.

Upon execution of the Deed of Settlement, save to carry out and implement the Deed of Settlement, the Parties shall be released and discharged from their respective duties, responsibilities and obligations under and pursuant to the 2015 Sale and Purchase Agreement.

Upon Completion, the Company will no longer have any interests in the Target Company.

GEM LISTING RULES IMPLICATIONS

As certain applicable ratios (as defined in the GEM Listing Rules) in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

BACKGROUND

References are made to the announcements of the Company dated 6 October 2015 and 30 October 2015 in relation to, among others, the Acquisition (as defined below).

On 29 September 2015 (after trading hours), Success Century and Golden Eva, a wholly-owned subsidiary of the Company, entered into the sale and purchase agreement (as revised and supplemented by the supplemental agreement dated 30 October 2015) (the "2015 Sale and Purchase Agreement"), pursuant to which Success Century has conditionally agreed to sell and Golden Eva has conditionally agreed to acquire the entire equity interest in and the shareholder's loan of Target Company at a maximum consideration of HK$24,000,000 (the "Acquisition"). The consideration of the Acquisition was satisfied by

1. Golden Eva issuing promissory note with principal amount of HK$18,000,000 (the "Tranche A Promissory Note"); and (ii) Golden Eva issuing promissory note with principal amount of HK$6,000,000 (the "Tranche B Promissory Note").

   As set out in the 2015 Sale and Purchase Agreement, the maximum amount of consideration to be paid by Golden Eva was up to HK$24,000,000, of which HK$18,000,000 ought to be settled and discharged by Golden Eva in any event, whether or not the balance of the consideration of up to HK$6,000,000 ought to paid would be subject to such possible adjustments that in case the audited consolidated net profit after tax of Finest Corporate for the financial year ending 31 December 2016 (the "PAT for 2016") is less than HK$6,000,000, the balance of the consideration would have to be adjusted downwards by deducting therefrom the sum equivalent to the difference between HK$6,000,000 and the amount representing the actual PAT for 2016, subject to a maximum deduction of HK$6,000,000, and hence, the minimum quantum of the consideration would be HK$18,000,000.

   Based on the unaudited management accounts of Finest Corporate for the year ended 31 December 2016, Finest Corporate recorded a net loss after tax of approximately HK$76,088,982 (subject to audit), which is less than the targeted consolidated net profit after tax of HK$6,000,000. Pursuant to the 2015 Sale and Purchase Agreement, the consideration of HK$24,000,000 under the Acquisition shall be adjusted downwards to the sum of HK$18,000,000 and the Tranche B Promissory Note shall be delivered to Golden Eva for cancellation.

   The Acquisition was completed on 6 November 2015 and the Tranche A Promissory Note and Tranche B Promissory Note were issued thereupon. Success Century had surrendered the Tranche A Promissory Note to Golden Eva on 22 August 2016 in exchange for convertible bonds of the Company in the principal amount of HK$18,000,000 issued by the Company (the "Tranche A Convertible Bond"), and the Tranche A Promissory Note was thereby irrevocably cancelled and revoked. The Tranche A Convertible Bond was issued by the Company on 23 August 2016, but no conversion or redemption of any principal amount of the Tranche A Convertible Bond has ever taken place up to the date of this announcement.

   THE DEED OF SETTLEMENT

   On 16 August 2017 (after trading hours), Golden Eva, being the Vendor and the Company, entered into the Deed of Settlement with Success Century, being the Purchaser. Pursuant to the Deed of Settlement, the Vendor shall, as beneficial owner of the Target Company, sell and the Purchaser shall purchase (i) the Sale Shares, representing all the shares issued by the Target Company; and (ii) the Sale Loan, at the Consideration of HK$18,000,000.

   Major terms of the Deed of Settlement

   Date: 16 August 2017 (after trading hours)

   Parties: (i) Success Century Investments Limited, a company incorporated in the British Virgin Islands with limited liability, as the Purchaser;

2. Golden Eva Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company, as the Vendor; and

3. the Company.

(collectively, the "Parties")

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, save for the Purchaser's interest in the Tranche A Convertible Bond and the Tranche B Promissory Note as disclosed in this announcement, as at the date of this announcement, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Assets to be disposed of

Pursuant to the Deed of Settlement, the Vendor shall, as beneficial owner of the Target Company, sell and the Purchaser shall purchase with effect from the execution of the Deed of Settlement the Sale Shares free from all encumbrances and together with all rights now or thereafter attaching or accruing thereto including but not limited to all rights to any dividends paid, declared or made in respect thereof after the execution of the Deed of Settlement at the consideration of HK$17,999,999.

Pursuant to the Deed of Settlement, the Vendor shall, as beneficial owner of the Target Company, sell and the Purchaser shall purchase with effect from the execution of the Deed of Settlement the Sale Loan free from all encumbrances and together with all rights and benefits of any nature whatsoever now or thereafter attaching or accruing to it, the benefit of which shall be assigned by the Vendor to the Purchaser upon the execution of the Deed of Settlement by virtue of the deed of assignment at the consideration of HK$1.

As at the date of this announcement, the Sale Loan amounts to HK$23,885,615.60, which is equivalent to the amount of the shareholder's loan under the Acquisition.

Upon execution of the Deed of Settlement, save to carry out and implement the Deed of Settlement, the Parties shall be released and discharged from their respective duties, responsibilities and obligations under and pursuant to the 2015 Sale and Purchase Agreement.

Consideration

The Consideration for the sale and purchase of the Sale Shares and the Sale Loan shall be HK$18,000,000, comprising the followings:

1. the purchase price for the Sale Loan shall be HK$1; and

2. the purchase price for the Sale Shares shall be the Consideration less the purchase price for the Sale Loan (i.e. HK$17,999,999).

Pursuant to the Deed of Settlement, upon execution of the Deed of Settlement, the Purchaser