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 toits 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 thisannouncement.
This announcement appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for any securities of the Company.

O Luxe Holdings Limited
奧立仕控股有限公司(Incorporated in the Cayman Islands with limited liability)(Stock code: 860)

(1) MAJOR ACQUISITION IN RELATION TO
THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL AND
OUTSTANDING SHARE OPTIONS IN GLM CO., LTD. INVOLVING
THE ISSUE OF CONSIDERATION SHARES;(2) SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE;(3) PROPOSED SALE OF SHARES BY CONTROLLING SHAREHOLDER;
AND(4) RESUMPTION OF TRADINGTHE ACQUISITION
The Board is pleased to announce that after trading hours of the Stock
Exchange on 7 July 2017, (i) the Company entered into the Management
Sellers SPA with the Management Sellers, pursuant to which the Company
has conditionally agreed to acquire and the Management Sellers haveconditionally agreed to sell the Management Sale Interests (comprising
29.4% of the Target Shares in issue and 75.1% of the outstanding Target
Options); and (ii) the Company also entered into the Investor Sellers SPA
with the Investor Sellers, pursuant to which the Company has conditionallyagreed to acquire and the Investor Sellers have conditionally agreed to sell
the Investors Sale Interests (comprising 56.1% of the Target Shares in issueand 24.9% of the outstanding Target Options), at the Total Consideration of
JPY12,807,658,245 (equivalent to approximately HK$896,976,000). The
Total Consideration shall be settled as to JPY7,855,450,135 (equivalent toapproximately HK$550,152,000) by the allotment and issue of 670,918,575
Consideration Shares at the Issue Price of JPY11.7085 (equivalent toapproximately
HK$0.82)
perConsideration
Share andasto
JPY4,952,208,110 (equivalent to approximately HK$346,825,000) in cash.
Upon Acquisition Completion, the Company will hold approximately 85.5%of the issued share capital of the Target.
–1–

As the Company will hold two-thirds or more of the voting rights in theTarget upon Acquisition Completion, the Company intends to implement theTarget Share Consolidation involving (i) consolidation of all of the existing
shares in issue in the Target, as a result of which the minority shareholders
will hold fractional shares in the Target, and (ii) subsequently causing theCompany or Target to acquire such fractional shares in cash in compliancewith applicable rules and laws in Japan. Following completion of the Target
Share Consolidation, the Target shall become a wholly-owned subsidiary of
the Company. Please refer to the section headed ‘‘Acquisition of remaining
Target Shares’’ below for further details of the Target Share Consolidation.
The Target is principally engaged in the manufacturing and sale of electricvehicles (EVs) and the provision of EV engineering solutions in Japan.
THE SUBSCRIPTION
The Board also announces that after trading hours of the Stock Exchange on
7 July 2017, the Company and the Subscribers entered into the Subscription
Agreement, pursuant to which the Subscribers have conditionally agreed tosubscribe for, and the Company has conditionally agreed to allot and issue, atotal of 570,731,706 Subscription Shares at the Subscription Price of
HK$0.82 per Subscription Share. The net proceeds from the Subscription
will be US$60,000,000 (equivalent to approximately HK$468,000,000).
SPECIFIC MANDATEThe Consideration Shares and the Subscription Shares will be issued under
the Specific Mandate to be sought from the Shareholders at the EGM.
PROPOSED SALE OF SHARES BY CONTROLLING SHAREHOLDER
The Company was informed by Mr. Zhang that Prestige Rich Holdings
Limited, a company wholly owned by Mr. Zhang (as seller) entered into asale and purchase agreement with Ruby Charm Investment Limited (aspurchaser), pursuant to which Prestige Rich Holdings Limited has
conditionally agreed to dispose a total of 400,000,000 Shares, representing
approximately 9.06% of the issued share capital of the Company, at HK$0.82
per Share to Ruby Charm Investment Limited. Ruby Charm Investment
Limited is an investment holding company and its ultimate beneficial owneris an associate of Mr. Ho.
Completion of the Proposed Share Disposal is conditional on the completionof the Acquisition and the Subscription. For the avoidance of doubt,
completion of the Acquisition and the Subscription is not conditional upon or
dependent on the completion of the Proposed Share Disposal.
–2–

IMPLICATIONS UNDER THE LISTING RULES
The Acquisition constitutes a major transaction for the Company under
Chapter 14 of the Listing Rules and is therefore subject to the reporting,announcement and Shareholders’ approval requirements by way of poll under
the Listing Rules. The Consideration Shares and the Subscription Shares will
be issued under the Specific Mandate to be sought from the Shareholders at
the EGM.
GENERAL
An EGM will be convened and held to consider and, if thought fit, approve,
among other things, (i) the Acquisition Agreements, the Target Share
Consolidation, the Subscription Agreement and the transactions contemplated
thereunder; and (ii) the Specific Mandate for the issue of the Consideration
Shares and the Subscription Shares.
In view of their interests in the Proposed Share Disposal, Mr. Zhang and Mr.
Ho have not attended the Board meeting to approve the entering into of theAcquisition Agreements and the Subscription Agreement.
As at the date of this announcement, (i) Mr. Ho does not hold any Shares;and (ii) Mr. Zhang is interested in 2,633,622,316 Shares, representing
approximately 59.7% of the issued share capital of the Company. Mr. Zhang,
Mr. Ho and their respective associates who are Shareholders will abstain
from voting at the EGM. Save as disclosed above, to the best of the
Directors’ knowledge, information and belief having made all reasonableenquires, there are no Shareholders who have material interest in the
Acquisition and the Subscription and are required to abstain from voting on
the resolution(s) to approve the Acquisition and the Subscription at the EGM.
The Circular containing, among other things, (i) details of the Acquisition
Agreements and the Subscription Agreement; (ii) details of the Target Share
Consolidation; (iii) financial information of the Group and the Target; (iv)valuation report of the Target; (v) other information as required under the
Listing Rules; and (vi) a notice of the EGM is expected to be despatched to
the Shareholders on or before 11 August 2017 to allow sufficient time for theCompany to collate all necessary information for the Circular.

–3–

TRADING HALT AND RESUMPTION OF TRADINGAt the request of the Company, trading in the Shares on the Stock Exchange
was halted with effect from 9:00 a.m. on 7 July 2017 pending the release ofthis announcement. An application has been made by the Company to the
Stock Exchange for the resumption of trading in the Shares on the Stock
Exchange with effect from 9:00 a.m. on 10 July 2017.
WARNING
The Acquisition and the Subscription are inter-conditional upon eachother. Completion is conditional upon fulfillment of the Acquisition
Conditions and the Subscription Conditions. Completion of the Target
Share Consolidation is subject to the Acquisition Completion, theSubscription Completion and the implementation of certain procedures
pursuant to applicable Japanese laws and regulations. Accordingly, theAcquisition, the Subscription and the Target Share Consolidation may or
may not proceed. As completion of the Proposed Share Disposal isconditional upon the completion of the Acquisition and the Subscription,
the Proposed Share Disposal may or may not proceed. Shareholders andpotential investors of the Company are advised to exercise caution when
dealing in the securities of the Company and are recommended toconsult their professional advisers if they are in any doubt about theirposition and as to the actions that they should take.
A. THE ACQUISITION
Reference is made to the announcement of the Company dated 5 April
2017 in relation to the entering into of the memorandum of understanding
between the Company and the Target in respect of the possible acquisitionby the Company of all the Target Shares and outstanding Target Options.
The Board is pleased to announce that after trading hours of the Stock
Exchange on 7 July 2017, (i) the Company entered into the Management
Sellers SPA with the Management Sellers, pursuant to which the Company
has conditionally agreed to acquire and the Management Sellers haveconditionally agreed to sell the Management Sale Interests (comprising
29.4% of the Target Shares in issue and 75.1% of the outstanding Target
Options); and (ii) the Company also entered into the Investor Sellers SPA
with the Investor Sellers, pursuant to which the Company has conditionallyagreed to acquire and the Investor Sellers have conditionally agreed to sell
the Investors Sale Interests (comprising 56.1% of the Target Shares in issue–4–and 24.9% of the outstanding Target Options), at the Total Considerationof JPY12,807,658,245 (equivalent to approximately HK$896,976,000). The
Total Consideration shall be settled as to JPY7,855,450,135 (equivalent toapproximately HK$550,152,000) by the allotment and issue of 670,918,575
Consideration Shares at the Issue Price of JPY11.7085 (equivalent toapproximately HK$0.82) per Consideration Share and as to
JPY4,952,208,110 (equivalent to approximately HK$346,825,000) in cash.
Upon Acquisition Completion, the Company will hold approximately
85.5% of the issued share capital of the Target.
As the Company will hold two-thirds or more of the voting rights in theTarget upon Acquisition Completion, the Company intends to implement
the Target Share Consolidation involving (i) consolidation of all of theexisting shares in issue in the Target, as a result of which the minority
shareholders will hold fractional shares in the Target, and (ii) subsequently
causing the Company or Target to acquire such fractional shares in cash incompliance with applicable rules and laws in Japan. Following completionof the Target Share Consolidation, the Target shall become a wholly-owned
subsidiary of the Company. Please refer to the section headed “Acquisitionof remaining Target Shares” below for further details of the Target Share
Consolidation.
Details of the Acquisition are set out below.
1. The Acquisition Agreements
Date
7 July 2017
Parties(i) The Company, being the purchaser;(ii) in respect of the Management Sellers SPA, the Management Sellers
and the Sellers’ Representative; and(iii) in respect of the Investor Sellers SPA, the Investor Sellers and theSellers’ Representative.
Subject matter
Pursuant to the Management Sellers SPA, the Company has
conditionally agreed to acquire and the Management Sellers haveconditionally agreed to sell their respective Management Sale Interests,–5–free from any encumbrances. Pursuant to the Investor Sellers SPA, theCompany has conditionally agreed to acquire and the Investor Sellers
have conditionally agreed to sell their respective Investor Sale
Interests, free from any encumbrances.
As at the date of the Acquisition Agreements, the details of theManagement Sale Interests and Investor Sale Interests are as follows:

TargetShares% to total
issuedTargetSharesManagement Sellers
Investor Sellers

10,58520,186

29.4%
56.1%

4,500
1,490

75.1%
24.9%

Total

30,771

85.5%

5,990

100.0%% to total
outstanding
TargetTargetOptions
Options

Total Consideration
The Total Consideration for the Target Sale Interests is
JPY12,807,658,245 (equivalent to approximately HK$896,976,000),
which comprises:(i) JPY5,051,472,515 (equivalent to approximately HK$353,777,000),
being approximately 39.4% of the Total Consideration, for theManagement Sale Interests to be satisfied by the Company to theManagement Sellers in the following manner:(a) as to JPY1,753,679,850 (equivalent to approximately
HK$122,818,000) shall be paid in cash by the Company at
Acquisition Completion;(b) as to JPY2,702,217,665 (equivalent to approximately
HK$189,248,000) shall be satisfied by way of allotment andissue of 230,791,106 Consideration Shares to the Management
Sellers at the Issue Price of HK$0.82 per Consideration Shareat Acquisition Completion; and(c) as to the balance of JPY595,575,000 (equivalent to approximately
HK$41,711,000) shall be paid in cash by the Company. Suchamount shall be paid to and held by an escrow agent upon
Acquisition Completion and shall only be released to theManagement Sellers one year after Acquisition Completion on–6–the condition that each Management Seller has continued to act
as a director of the Target or is employed by the Target and hascomplied with the terms of the Management Sellers SPA as at
such date of release; and(ii) JPY7,756,185,731 (equivalent to approximately HK$543,200,000),
being approximately 60.6% of the Total Consideration, for theInvestor Sale Interests to be satisfied by the Company to theInvestor Sellers in the following manner:(a) as to JPY2,602,953,260 (equivalent to approximately
HK$182,296,000) shall be paid in cash by the Company at
Acquisition Completion; and(b) as to JPY5,153,232,471 (equivalent to approximately
HK$360,903,000) shall be satisfied by way of allotment andissue of 440,127,469 Consideration Shares to the Investor
Sellers at the Issue Price of HK$0.82 per Consideration Shareat Acquisition Completion.
The Total Consideration of approximately JPY12,807,658,245(equivalent to approximately HK$896,976,000) was determined after
arm’s length negotiations among the parties to the Acquisition
Agreements with reference to the following: (i) the preliminary
valuation of a 100% equity interest of the Target as at 28 June 2017
based on the recent subscriptions of the new Target Shares using thecompany transaction method under the market approach as appraisedby an independent professional valuer; (ii) the issue price of the ClassD preferred shares of JPY360,000 (equivalent to approximately
HK$25,000) per Target Share issued to six institutional investors in
2016; (iii) the financial position of the Target; and (iv) the prospects ofthe EV industry in Japan.
Consideration Shares
The aggregate 670,918,575 Consideration Shares to be issued pursuant
to the Acquisition Agreements, when allotted and issued, will represent(i) approximately 15.2% of the existing issued share capital of theCompany; (ii) approximately 13.2% of the issued share capital asenlarged by the allotment and issue of the Consideration Shares; and(iii) approximately 11.9% of the issued share capital as enlarged by theallotment and issue of the Consideration Shares and the Subscription
Shares (assuming that there is no change in the issued share capital of–7–the Company other than the issue of the Consideration Shares and the
Subscription Shares since the date of this announcement up to
Acquisition Completion).
The Consideration Shares will be allotted and issued by the Company
under the Specific Mandate to be sought at the EGM. The Company
will apply to the Listing Committee of the Stock Exchange for thelisting of, and permission to deal in, the Consideration Shares.
The Consideration Shares, when allotted and issued, will rank paripassu in all respects among themselves and with the Shares then inissue, including as to the right to receive all future dividends anddistributions which may be declared, made or paid by the Company onor after the date of allotment and issue of the Consideration Shares.
Issue Price
The Issue Price of HK$0.82 per Consideration Share represents:(i) a discount of approximately 19.6% to the closing price of HK$1.02
per Share as quoted on the Stock Exchange on the Last TradingDay;(ii) a discount of approximately 12.8% to the average of the closing
prices per Share as quoted on the Stock Exchange for the last five
trading days up to and including the Last Trading Day of
approximately HK$0.94 per Share;(iii) a discount of approximately 2.4% to the average of the closing
prices per Share as quoted on the Stock Exchange for the last 30
trading days up to and including the Last Trading Day of
approximately HK$0.84 per Share;(iv) a premium of approximately 39.0% over the unaudited consolidated
equity attributable to the Shareholders of approximately HK$0.59
per Share as at 31 March 2017 (based on the unaudited
consolidated equity attributable to the Shareholders ofapproximately HK$1,452,950,000 as at 31 March 2017 as disclosed
in the interim report of the Company for the six months ended 31
March 2017 and 2,451,771,105 Shares in issue as at that date).
The Issue Price was determined after arm’s length negotiations among
the parties to the Acquisition Agreements with reference to theprevailing market prices of the Shares.

–8–

Acquisition Conditions
Completion of the Management Sellers SPA and the Investor Sellers
SPA are inter-conditional and is conditional upon the fulfillment (orwaiver, as the case may be) of the following Acquisition Conditions:(i) all corporate approvals of the Company, including approval of the
Shareholders at the EGM approving the Acquisition and theissuance of the Consideration Shares, necessary for the Acquisition
Completion having been obtained;(ii) all corporate approvals of each institutional Investor Sellers
necessary for the Acquisition Completion having been obtained;(iii) the board of directors of the Target having passed a resolution
approving the transfer of the Target Sale Interests;(iv) the Target Shareholders having passed a resolution approving anamendment to the Articles of the Target to delete Article 20 thereof(which requires the distribution of the Total Consideration inpriority to certain classes of Target Shareholders);(v) the Listing Committee of the Stock Exchange granting listing ofand permission to deal in the Consideration Shares (and suchlisting and permission not being subsequently revoked);(vi) any and all requirements under the FIEA arising out of the offeringof the Consideration Shares to the Management Sellers andInvestor Sellers having been met;(vii) the conditions to the Subscription Completion (other than the
Acquisition Completion) having been satisfied or waived inaccordance with the terms of the Subscription Agreement;(viii) no Management Seller having terminated any employment contract
or directorship between himself and the Target;(ix) the warranties of the Management Sellers and Investor Sellers
given under the Acquisition Agreements remaining true andaccurate in all material respects and not misleading in any material
respect as at Acquisition Completion;–9–

(x) the warranties of the Company given under the Acquisition
Agreements remaining true and accurate in all material respects
and not misleading in any material respect as at Acquisition
Completion;(xi) all consents, approvals, permits, authorisations or clearances (as thecase may be) that the Company reasonably considers necessary
pursuant to applicable laws, regulations or rules (including but notlimited to the Listing Rules) for its execution, implementation andcompletion of the Management Sellers SPA having been obtained,
and all such consents, approvals, permits, authorisations andclearances not having been revoked or withdrawn at any time
before Acquisition Completion;(xii) all consents, approvals, permits, authorisations or clearances (as the casemay be) that the Management Sellers reasonably considers
necessary pursuant to applicable laws, regulations or rules for its
execution, implementation and completion of the Management
Sellers SPA having been obtained, and all such consents,
approvals, permits, authorisations and clearances not having been
revoked or withdrawn at any time before Acquisition Completion;(xiii) the Target Shareholders holding two-thirds or more of the total voting rightsof the Target and Target Shareholders holding two-thirds or moreof the voting rights of each class of shares in the Target having
either (a) entered into the Acquisition Agreements; or (b) executeda letter waiving certain rights held by such Target Shareholder andagreeing to vote in favour of and provide other assistance required
for any action that results in the Company holding 100% of thevoting rights of the Target; and(xiv) the Company not having received any notification from the Stock Exchange
that: (a) the Company will be treated as a new listing applicant as aresult of the execution or performance of the Acquisition
Agreements and the transactions contemplated thereunder; or (b)the transactions under the Acquisition Agreements constitute areverse takeover (as defined in the Listing Rules).
At any time on or before the Long Stop Date, the Company may waive
the Acquisition Conditions set out in (iii), (iv), (viii), (ix) and (xiii)
above (or any part thereof); and the Management Sellers may waive theAcquisition Conditions set out in (x) above.

– 10 –

If any of the above Acquisition Conditions has not been fulfilled or
waived (as the case may be) by the Long Stop Date, the Acquisition
Agreements shall terminate with immediate effect and no party to theAcquisition Agreements shall have any further obligations andliabilities towards each other save for any accrued rights andobligations as at the date of termination.
Acquisition Completion
Acquisition Completion shall take place simultaneously with the
Subscription Completion on 31 August 2017 or such later date as may
be agreed by the parties to the Management Sellers SPA in writing.
Non-compete and lock-up undertakings by the Management Sellers
Pursuant to the Management Sellers SPA, for a period of one (1) year
commencing on Acquisition Completion:(i) the Management Sellers shall not either alone or jointly with,through or as adviser to, or agent of, or manager for, any person
directly or indirectly carry on or be engaged, concerned orinterested in or assist a business which competes, directly or
indirectly, with a business of the Target as carried on at the date of
the Management Sellers SPA or at any time during the six (6)months prior to that date in a territory in which that business is or
was carried on at any such date or time; and(ii) the Management Sellers, unless with prior written consent of theCompany, shall not offer, lend, pledge, issue, sell, contract to sell,
sell any option or contract to purchase, purchase any option orcontract to sell, grant any option, right or warrant to purchase, orotherwise transfer or dispose of (either conditionally or
unconditionally, or directly or indirectly, or otherwise) any
Consideration Shares or any interests therein beneficially owned orheld by it or any securities convertible into or exercisable or
exchangeable for or substantially similar to any such shares orinterests; or enter into any swap or similar agreement that transfers,
in whole or in part, the economic risk of ownership of theConsideration Shares, whether any such transaction describedherein is to be settled by delivery of Shares or other securities, incash or otherwise, or announce any intention to enter into or effectany of the above transactions.

– 11 –

Lock-up undertakings by the Investor Sellers
Pursuant to the Investor Sellers SPA, for a period of one (1) monthcommencing on Acquisition Completion, the Investor Sellers shall notoffer, lend, pledge, issue, sell, contract to sell, sell any option orcontract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of(either conditionally or unconditionally, or directly or indirectly, orotherwise) any Consideration Shares or any interests therein
beneficially owned or held by it or any securities convertible into or
exercisable or exchangeable for or substantially similar to any suchshares or interests; or enter into any swap or similar agreement thattransfers, in whole or in part, the economic risk of ownership of theConsideration Shares, unless with the prior written consent of theCompany.
2. Acquisition of Remaining Target Shares
Pursuant to the Companies Act (kaisha hou) of Japan (Act No. 86 of2005, as amended), an offeror who has acquired two-thirds or more of
the voting rights in a joint-stock company (kabushiki kaisha) may, by
the approval of the general meeting of shareholders and class meetings(shurui kabunushi sokai) of shareholders who hold the class(es) of
shares which are subject to the share consolidation procedures
described below, compulsorily cash out the interests of all theremaining shareholders by causing the subject company to consolidatea certain number of existing shares into a smaller number of shares,
such that the shares held by such remaining shareholders will become afraction (i.e. less than one share) which will then be acquired by theofferor or the subject company as its treasury shares in exchange forcash and consequently, the offeror will hold 100% of the voting rights
in the subject company.
There are no prescribed rules for determining the price to be paid tominority shareholders in the event of a consolidation of shares inexchange for the fractional shares; however, a minority shareholder
may (i) object to the price and petition to a court in Japan to determine
the price or (ii) request a court in Japan to issue an injunction order toprevent the consolidation of shares when such consolidation of sharesis in breach of law or the subject company’s articles of incorporationand is likely to adversely affect the shareholders’ interests.
As the Company will hold two-thirds or more of the voting rights in
the Target upon Acquisition Completion, the Company intends toimplement the share consolidation of the Target by (i) consolidation all– 12 –

of the existing shares in issue in the Target, as a result of which theminority shareholders will hold fractional shares in the Target; and (ii)subsequently causing the Company or Target to acquire such fractional
shares in cash in compliance with applicable rules and laws in Japan(the ‘‘Target Share Consolidation’’). The consideration for thefractional Target Shares shall be payable by the Company or Target at
JPY364,700 (equivalent to approximately HK$26,000) per existing
Target Share which is the same as the consideration for the Target
Shares acquired under the Acquisition Agreements. Assuming thatfractional Target Shares corresponding to 5,209 existing Target Shares
will be cashed out pursuant to the Target Share Consolidation, the total
consideration payable for the Target Share Consolidation is
JPY1,899,722,300 (equivalent to approximately HK$133,046,000).
Following completion of the Target Share Consolidation, the Target
shall become a wholly-owned subsidiary of the Company.
3. Information on The Management Sellers and the Investor Sellers
The Management Sellers are three individuals who are the chief
executive officer, chief operating officer and chief financial officer of
the Target respectively. Please refer to the section headed‘‘Management team of the Target’’ below for further details on theManagement Sellers.
The Investor Sellers comprise two directors and eight employees of theTarget, six individual investors and 25 corporate investors. To the bestof the knowledge, information and belief of the Directors having madeall reasonable enquiries, the Management Sellers, the Investor Sellersand (in the case where the Investor Sellers are companies) theirrespective ultimate beneficial owners are Independent Third Parties.
The information of the corporate investors are set out below:
Corporate Investors

Principal business activities

Investor Seller A

Japanese venture capital fundInvestor Seller B

Japanese venture capital fundInvestor Seller C

Japanese venture capital fundInvestor Seller D

Japanese venture capital fundInvestor Seller E

Japanese venture capital fundInvestor Seller F

Japanese venture capital fund– 13 –

Corporate Investors

Principal business activities

Investor Seller G

Asset management company

Investor Seller H

Asset management company

Investor Seller I

Asset management company

Investor Seller J

Asset management company

Investor Seller K

Investment holding

Investor Seller L

Investment holding

Investor Seller M

Japanese property management company

Investor Seller N

Japanese insurance agency

Investor Seller O

Saudi Arabian investment firm

Investor Seller P

Manufacturer of electronic components andcircuit products used in advanced fields in
Japan

Investor Seller Q

Japanese wholesale and distribute company ofelectrical apparatus and equipment wiring
supplies

Investor Seller R

Manufacturer of work tools for automobile
maintenance, other general tools, and relative
apparatus in Japan

Investor Seller S

Manufacturer of servos, motion controllers,
AC motor drives, switches and industrial
robots in Japan

Investor Seller T

Japanese car dealer

Investor Seller U

Manufacturer of office automation related
products

Investor Seller V

Japanese company which import/installconstruction materials and design/develop
house equipment

Investor Seller W

Japanese cosmetics original design manufacturer– 14 –

Corporate Investors

Principal business activities

Investor Seller X

Sale and distribution of men and women’s
wear

Investor Seller Y

Manufacturer of apparel and accessory

4. Information on the Target
Shareholding structure
The Target is a joint stock company incorporated in Kyoto, Japan in
April 2010. As at the date of the Acquisition Agreements, the Target
has (i) a total of 35,980 Target Shares in issue, comprising 10,575
ordinary shares, 5,125 Class A preferred shares, 4,155 Class B
preferred shares, 14,109 Class C preferred shares and 2,016 Class D
preferred shares; and (ii) a total of 5,990 outstanding Target Options
entitling the holders thereof to subscribe for a total of 5,990 ordinary
shares of the Target at an exercise price of JPY100,000 per Target
Option.
The Class A, B, C and D preferred shares carry different rights fromeach other and from the ordinary shares of the Target in various
aspects including the priority in distribution of residual assets in theTarget, entitlement to preferred dividends, right to demand the Target’s
buy-back of the preferred shares or exchange into ordinary shares andveto rights regarding reserved matters. The ordinary shares and theClass A, B, C and D preferred shares carry the same voting rights at ashareholders meeting of the Target.
The Target Options are subject to different terms in respect of(including) the exercise period and the restrictions on exercise.
After Acquisition Completion, the Company intends to either hold theTarget Options acquired by the Company until they lapse in accordancewith the existing terms thereof, or cause the Target to cancel the Target
Options acquired by the Company. In the event that the Company
elects to cancel the Target Options, the Company will cause the Target
to take all necessary procedures to effect the cancellation.

– 15 –

Set out below are the simplified shareholding structures of the Target(i) as at the date of the Acquisition Agreements; (ii) immediately after
Acquisition Completion; and (iii) immediately after completion of theTarget Share Consolidation.
Simplified shareholding structure of the Target as at the date of theAcquisition Agreements
Management
Sellers

29.4%

Investor
Sellers

56.1%

Other Target
Shareholders

14.5%

TargetShareholding structure of the Target after Acquisition Completion
Other Target
Shareholders

Company

85.5%

14.5%

Target– 16 –

Shareholding structure of the Target after completion of the Target
Share Consolidation
Company

100%

TargetImmediately upon Acquisition Completion but before completion of theTarget Share Consolidation, the Target will become a 85.5%-owned
subsidiary of the Company. Upon completion of the Target Share
Consolidation, the Target will become a wholly-owned subsidiary of
the Company.
Business
With its head office located in Kyoto, Japan, the Target is principally
engaged in the manufacturing and sales of EVs and the provision of EV
engineering solutions including chassis, power systems, and vehicle
control units to downstream EV manufacturers in Japan. Currently, theTarget has launched one model of sports EV to the market, namely‘‘Tommykaira ZZ’’, and is developing a model of EV supercar, namely‘‘GLM-G4’’.
Tommykaira ZZ
The first generation of Tommykaira ZZ was a mid-engined sports car
designed by a Japanese tuning manufacturer Tommykaira in the 1990s,
which ceased production in the 2000s. In 2011, the Target acquired aperpetual exclusive licence, without restrictions as to geographicalareas, of the trademark of Tommykaira and the right to development,
manufacturing, design and use of the ‘‘Tommykaira ZZ’’ brandname
and design drawings thereof. The Target has through its own research,
design and development capability developed Tommykaira ZZ as its
first electrically powered vehicle. Tommykaira ZZ was first launchedby the Target in 2014 and was exhibited in ‘‘Goodwood Festival of
Speed’’ event for motor racing vehicles in the United Kingdom in2015.
– 17 –

As the first EV model manufactured and sold by the Target,
Tommykaira ZZ attracted numerous attention with initially a limited
production of 99 units. In 2015, the Target commenced production of
Tommykaira ZZ, which is marketed and sold to customers in Japan via
its official website and through domestic distributors including
automobile parts retailers in Japan, targeting mainly at high net worth
individuals.
GLM-G4
Following the launch of Tommykaira ZZ, the Target had designed amodel of supercar named GLM-G4 which is 4-seat sedan having astronger battery pack with an enhanced range. The concept of GLM-G4
was released’’ in Salon Mondial de l’Automobile show in Paris in
2016. GLM-G4 is currently at the design and development stage and is
expected to commence pilot testing by the end of 2018 and be put into
production in the second half of 2019. The Target intends to market
GLM-G4 for sale in areas including Japan, the Asian-Pacific region,
the Gulf Cooperation Council regions and Europe.
Engineering solutions
Apart from the manufacturing and sale of sports EVs, the Target also
provides engineering solutions including platform chassis, powersystems and vehicle control units to customers according to theirneeds. These engineering solutions enable the application of theTarget’s EV expertise in a wide range of contexts.
Research and development
In order to enhance its competitiveness in the market, the Target hasestablished a research and development center in Uji City, Kyoto,
Japan, which mainly focuses on the development of technologicalcompetency of its EV products, and has registered one invention patentin relation to mainframes for automobiles and automobiles using such
mainframes in Japan.
Production and manufacturing
Currently, the manufacturing of all EVs and platform chassis of theTarget are undertaken by a third party manufacturer in Japan pursuant
to a framework subcontract between the Target and the manufacturer.
As the Target has mastered the technologies in the production of EVs– 18 –

and platform chassis, the Target is able to engage different OEM
suppliers to produce and assemble the EV components and EVs
according to the Target’s instruction and requirements.
Management team of the Target
The Target possesses a team of professionals and personnel withextensive experience and expertise in the design, development, quality
control and sale of automobiles and a strong network with market
players in the automobiles industry in Japan. In order to ensure thecontinuous participation of the key personnel in the business of theTarget, four existing key personnel of the Target comprising the chief
executive officer, the chief operating officer, the chief financial officer
and the chief technical officer, shall respectively enter into new service
contracts with the Target at Acquisition Completion. The
responsibilities and profiles of these key personnel are set out below:
Mr. Hiroyasu Koma, a director and the chief executive officer of theTarget, is responsible for overseeing the overall business and making
strategic decision for the operations and development of the Target. He
founded the Target and has taken up his current role since April 2010.
Mr. Koma has substantial experience in business ventures in addition toestablishing the Target, including identifying a business process
outsourcing company for domestic and foreign electronic
manufacturers in 2000.
Mr. Tomohisa Tanaka, a director and the chief operating officer of theTarget, is responsible for overseeing the business performance andoperation of the Target. He joined the Target in 2013 and has taken up
his current role since June 2015. Before joining the Target, Mr. Tanaka
was employed by Nestle Japan Limited and specialised in sales strategy
and business development.
Mr. Sota Nagano, a director and the chief financial officer of theTarget, is responsible for overseeing the financial performance andpreparing financial planning for the Target. He joined the Target in2013. Prior to his involvement in the Target, Mr. Nagano was the vicepresident of a Japanese private equity fund where he was engaged invarious acquisitions and financing transactions.
Mr. Yuji Fujitsuka, the chief technical officer of the Target, is
responsible for the development and quality control of EV products of
the Target. He joined the Target and has taken up his current role sinceApril 2011. Mr. Fujitsuka has over 10 years of experience in design– 19 –

engineering for vehicle body, chassis frame and platform during his
service for Japanese automobile companies such as Nissan Motor Co.,
Ltd. and Toyota Motor Corporation.
Financial information
Set out below is the financial information of the Target as extracted
from its audited financial statements for the two years ended 31 March
2016 and 2017, which were prepared in accordance with generally
accepted accounting principles in Japan:
For the year ended 31 March
2016
2017
equivalent toequivalent toapproximately
approximately
JPY’000
HK$’000
JPY’000
HK$’000
Loss before taxation
Loss after taxation

811,888812,92056,86056,932

793,627
794,864

55,581
55,668As at 31 March 2017equivalent toapproximately
JPY’000
HK$’000
Net assets

899,488

62,995

An accountants’ report on the financial information of the Target for
the three years ended 31 March 2015, 2016 and 2017 and a stub period
ending not more than six months before the date of the Circular will be
prepared in accordance with International Financial ReportingStandards for inclusion in the Circular. Based on the financial due
diligence on the Target performed by an international professional
accounting firm for the Company, it is expected that certain
adjustments to the above financials will be made in accordance with
International Financial Reporting Standards in relation to, among otherthings, share-based payments of the Target in respect of the Target
Share Options, depreciation of the fixed assets, and valuation andimpairment of an available-for-sale investment. It is expected that theTarget will still record net losses, both before and after taxation, forthe two years ended 31 March 2016 and 2017 after the aforesaid
adjustments.

– 20 –

Business plan
Capitalising on the positive market responses and feedbacks on ‘‘GLMG4’’ and the increasing global demand for EV, the Target will continue
its efforts on the research and development of EV technology and to
focus on the development of the following lines of business:(i) Development of EVs: The concept car of GLM-G4 was released in2016. The Target expects that the model prototype and trial
production of GLM-G4 will be completed in 2018 andmanufacturing and launching of GLM-G4 will be in 2019. The
Target also plans to develop a 7-seater EV targeting as a family car
in Asian market and to develop an EV mini-bus. The concept
design of the 7-seater EV will be adopting the powertrain and key
electrical components used in GLM-G4, and will run for its model
prototype and trial production. For the development of EV minibus, the Target is currently in the process of preparing thefeasibility study on the EV mini-bus. Subject to the outcome offeasibility study, the Target will work out the final layout anddesign, model prototype and trial production of EV mini-bus in thelater stage; and(ii) Engineering service: The Target has a track record of providing
engineering services to third party customers including provision of
EV whole car and EV powertrain solutions. The Target willcontinue to make use of its engineering knowhow accumulated andpartnership relationships cultivated to provide EV engineering
services to its target customers, which are mostly existing
automobile original equipment manufacturing companies and newentrants to the EV sector. In this connection, the Target plans tostrengthen its engineering team to accommodate the engineering
service needs.
Following Acquisition Completion, the Company shall review the
aforesaid plan with the management of the Target, make adjustments tothe plan if needed, and assess the capital needs and funding avenues
available to implement the business plan. The Company intends tofinance the capital expenditures of the Target by internal resources of
the Group, shareholder’s loan, bank borrowings or a combination of theabove.

– 21 –

B. THE SUBSCRIPTION
The Board also announces that after trading hours of the Stock Exchange
on 7 July 2017, the Company and the Subscribers entered into the
Subscription Agreement, pursuant to which the Subscribers haveconditionally agreed to subscribe for, and the Company has conditionallyagreed to allot and issue, a total of 570,731,706 Subscription Shares at the
Subscription Price of HK$0.82 per Subscription Share.
Details of the Subscription are set out below.
1. The Subscription Agreement
Date
7 July 2017
Parties(i) the Company;(ii) Ocean Dynasty Investments Limited, being Subscriber A;(iii) Vivaldi International Limited, being Subscriber B; and(iv) T.C.L. Industries Holdings (H.K.) Limited, being Subscriber C.
Subscription Shares
Pursuant to the Subscription Agreement, Subscriber A has conditionallyagreed to subscribe for 171,219,512 Subscription Shares, Subscriber B
has conditionally agreed to subscribe for 114,146,341 Subscription
Shares and Subscriber C has conditionally agreed to subscribe for285,365,853 Subscription Shares. The aggregate of 570,731,706
Subscription Shares represent (i) approximately 12.9% of the issued
Shares as at the date of this announcement; (ii) approximately 11.5% of
the issued Shares as enlarged by the allotment and issue of the
Subscription Shares; and (iii) approximately 10.1% of the issued Sharesas enlarged by the allotment and issue of the Consideration Shares andthe Subscription Shares (assuming that there is no change in the issued
Shares other than the issue of the Consideration Shares and the
Subscription Shares since the date of this announcement up to
Subscription Completion).

– 22 –

The aggregate nominal
HK$57,073,170.60.

value

of

the

Subscription

Sharesis

The Subscription Shares will be allotted and issued by the Company
under the Specific Mandate to be sought at the EGM. The Company
will apply to the Stock Exchange for the granting of the listing of, andpermission to deal in, the Subscription Shares.
The Subscription Shares, when allotted and issued, will rank pari passu
in all respects with all the Shares then in issue.
Subscription Price
The Subscription Price of HK$0.82 per Share is equal to the Issue
Price. Please refer to the paragraph headed ‘‘Issue Price’’ under thesection headed ‘‘The Acquisition Agreements’’ above for comparison of
the Subscription Price with market prices and net asset value per Share.
The Subscription Price was arrived at after arm’s length negotiations
among the Company and the Subscribers with reference to the Issue
Price, the market condition and prevailing market prices of the Shares.
Subscription Conditions
Subscription Completion is conditional upon the fulfillment of thefollowing Subscription Conditions:(i) the Listing Committee of the Stock Exchange granting listing ofand permission to deal in the Subscription Shares (and such listingand permission not subsequently revoked prior to the Subscription
Completion);(ii) the Shareholders having approved, by the passing of an ordinary
resolution at a general meeting of the Company, the proposed
allotment and issue of the Subscription Shares by the Company to
the Subscribers; and(iii) each condition precedent to the Acquisition Completion (other thanthe Subscription Completion) having been satisfied or waived (asapplicable) in accordance with the respective terms of theManagement Seller SPA and the Investors Sellers SPA.
If the above Subscription Conditions are not fulfilled on the Long Stop
Date, all rights, obligations and liabilities of the parties to the
Subscription Agreement (other than certain provisions which shall– 23 –

survive termination) shall cease and terminate and no party to the
Subscription Agreement shall have any claim against each other savefor any antecedent breaches of the Subscription Agreement.
Subscription Completion
Subscription Completion shall take place simultaneously with theAcquisition Completion (or such other date on which completion of theAcquisition takes place as agreed among the Company and theManagement Sellers, which shall be deemed as agreed by the
Subscribers).
Lock-up undertakings by the Subscribers
Each of the Subscribers has undertaken in favour of the Company thatit shall not, and shall procure that none of its subsidiaries, its holding
company, the subsidiaries of its holding company, and their respective
nominees and affiliates (whether individually or together and whether
directly or indirectly) shall offer, lend, pledge, issue, sell, contract tosell, sell any option or contract to purchase, purchase any option orcontract to sell, grant any option, right or warrant to purchase, orotherwise transfer or dispose of (either conditionally or
unconditionally, or directly or indirectly, or otherwise) any
Subscription Shares or any interests therein beneficially owned or heldby it or any securities convertible into or exercisable or exchangeable
for or substantially similar to any such shares or interests; or enter into
any swap or similar agreement that transfers, in whole or in part, theeconomic risk of ownership of the Subscription Shares, whether any
such transaction described herein is to be settled by delivery of Sharesor other securities, in cash or otherwise; or announce any intention toenter into or effect any such transaction described herein, within three(3) months from the date of Subscription Completion.
2. Information on Subscribers
Information on Subscriber A
Ocean Dynasty Investments Limited is a company incorporated in the
British Virgin Islands with limited liability.
Information on Subscriber B
Vivaldi International Limited is a company incorporated in the British
Virgin Islands which is ultimately and beneficially owned by Ms. Chau
Hoi Shuen Solina Holly.
– 24 –

Information on Subscriber C
T.C.L. Industries Holdings (H.K.) Limited is a company incorporatedin Hong Kong with limited liability and a wholly-owned subsidiary of
TCL Corporation. TCL Corporation is a joint stock company
established under the laws of the PRC, the shares of which are listedon the Shenzhen Stock Exchange (stock code: 100).
To the best of the Directors’ knowledge, information and belief having
made all reasonable enquiries, Subscriber A, Subscriber B, Subscriber
C and their ultimate beneficial owner(s) are Independent Third Parties.
C. REASONS FOR AND BENEFITS OF THE ACQUISITION, THE
SUBSCRIPTION AND USE OF PROCEEDS FROM THE
SUBSCRIPTION
The Company is an investment holding company and the Group isprincipally engaged in a wide range of business including distribution ofwatches, wholesale trading of jewellery products, mining, money lending,securities investments and property investment. To maximise Shareholders’value and bring long term benefits to the Group, the Company has been
actively exploring business opportunities in different sectors which candiversify its source of income and achieve sustainable growth.
As tailpipe emission from conventional vehicles has been reportedly
identified as one of the main causes of severe air pollution problems, thedevelopment and usage of EV has become a global ubiquitous trend amid
the efforts of governments of various countries in enhancing theenvironmental protection measures. In view of this global trend, theDirectors believe that the worldwide demand for EV will continue toincrease. In addition, the rapid growth of the EV industry in Japan has been
supported by government incentives and well established infrastructure.
Since 2009, the Japanese government introduced the Green Vehicle
Purchasing Promotion Measure, which offered tax deductions andexemptions in order to encourage early adopters to choose environmentallyfriendly and fuel-efficient vehicles over traditional vehicles. The Japanese
government has also invested heavily in the development of a charging
infrastructure for EVs across Japan.
The Target principally operates in Japan with primary focus on delivering
battery-powered EVs and engineering solutions including chassis, powersystems and vehicle control units to customers. In the past few years, theTarget has been focusing on the manufacturing and sale of a model of highperformance EV which combines engineering expertise with sports car– 25 –

competence, namely Tommykaira ZZ. Tommykaira ZZ is a lightweightsports car which is aesthetically designed and equipped with advanced
motor. With the recognition on the quality of Tommykaira ZZ and theability of the engineering team of the Target in developing the EV, theTarget has established a network of alliance with many technologicalpartners and has been invited by many renowned automobile manufacturing
enterprises to design engineering solutions. At present, the Target is in the
final stage of developing a model of EV supercar, namely the GLM-G4, theconcept car of which has been released in a motor show held in Paris withpositive feedbacks from the market. The Target intends to launch the GLMG4 model to the market in 2019.
Considering the prospects of the EV market and the potentials of the Target
leveraging upon its technical capabilities, the Directors are of the view that
the Acquisition represents an opportunity for the Group to tap into thefasting growing EV industry to capture the prospective return on
investment and is therefore in the long term interests of the Group.
The Company intends to finance the cash consideration of theConsideration and the Target Share Consolidation by the net proceeds of
the Subscription and existing financial resources available to the Group.
The net proceeds from the Subscription will be US$60,000,000 (equivalent
to approximately HK$468,000,000), representing a net price ofapproximately HK$0.82 per Subscription Share. The Company intends toapply the net proceeds from the Subscription as to (i) approximately
HK$346,825,000 for the payment of the cash portion of the Total
Consideration; and (ii) approximately HK$121,175,000 for the payment ofcash consideration payable under the Target Share Consolidation.
The Directors consider that the Subscription is a suitable fund raising
method to fund the Acquisition, as the Group would not incur additional
interest or finance costs if the Company were to finance the Acquisition byborrowing and the Subscription is less costly and more efficient than preemptive issues such as rights issue and open offer. In addition, theintroduction of the Subscribers as strategic investors of the Company
would greatly enhance the Shareholders profile and may attract new
business development opportunities to the Group in the future.
Based on the above, the Directors are of the view that the Acquisition and
the Subscription are in the interests of the Company and the Shareholders
as a whole, and the terms of the Acquisition Agreements and the
Subscription Agreement are fair and reasonable.

– 26 –

D. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHSThe Company has not conducted any equity fund raising activities during
the past twelve months immediately preceding the date of thisannouncement.
E. PROPOSED SALE OF SHARES BY CONTROLLING SHAREHOLDER
The Company was informed by Mr. Zhang that Prestige Rich Holdings
Limited, a company wholly owned by Mr. Zhang (as seller) entered into asale and purchase agreement with Ruby Charm Investment Limited (aspurchaser), pursuant to which Prestige Rich Holdings Limited has
conditionally agreed to dispose a total of 400,000,000 Shares, representing
approximately 9.06% of the issued share capital of the Company, at
HK$0.82 per Share to Ruby Charm Investment Limited (the ‘‘Proposed
Share Disposal’’). Ruby Charm Investment Limited is an investment
holding company and its ultimate beneficial owner is an associate of Mr.
Ho.
Completion of the Proposed Share Disposal is conditional on thecompletion of the Acquisition and the Subscription. For the avoidance of
doubt, completion of the Acquisition and the Subscription is notconditional upon or dependent on the completion of the Proposed Share
Disposal.
As at the date of this announcement, Mr. Zhang holds 2,633,622,316
Shares, representing approximately 59.7% of the issued share capital of theCompany. Immediately upon completion of the Proposed Share Disposal,
Mr. Zhang will hold 2,233,622,316 Shares, representing approximately
39.5% of the issued share capital as enlarged by the allotment and issue of
the Consideration Shares and the Subscription Shares and shall remain as
the controlling shareholder of the Company.

– 27 –

F. SHAREHOLDING STRUCTURE OF THE COMPANY
The following table sets out the shareholding structures of the Company (i)as at the date of this announcement; (ii) immediately after the issue andallotment of the Consideration Shares and the Subscription Shares; and (iii)
immediately after the issue and allotment of the Consideration Shares andthe Subscription Shares and completion of the Proposed Share Disposal(assuming that there is no other change in the issued share capital of theCompany from the date of this announcement to completion of theAcquisition and the Subscription):(i) As at the date ofthis announcement
Approximate% to total
issuedSharesNumber of Shares(ii) Immediately after
the issue and allotment of
the Consideration Shares andthe Subscription Shares
Approximate% to total
issuedSharesNumber of Shares(iii) Immediately after theissue and allotment of theConsideration Shares and the
Subscription Shares andcompletion of the Proposed
Share Disposal
Approximate% to total
issuedSharesNumber of Shares

Prestige Rich Holdings
Limited (Note 1)
Dr. Li Yifei (Note 2)

2,633,622,316
5,712,000

59.7
0.1

2,633,622,316
5,712,000

46.6
0.1

2,233,622,316
5,712,000

39.5
0.1

Subtotal

2,639,334,316

59.8

2,639,334,316

46.7

2,239,334,316

39.6

Management Sellers (Note 3)
Investor Sellers (Note 3)
Subscriber A
Subscriber B
Subscriber C
Other public Shareholders

—
—
—
—
—
1,772,436,789

—
—
—
—
—
40.2

230,791,106
440,127,469
171,219,512
114,146,341
285,365,853
1,772,436,789

4.1
7.8
3.0
2.0
5.0
31.4

230,791,106
440,127,469
171,219,512
114,146,341
285,365,853
2,172,436,789

4.1
7.8
3.0
2.0
5.0
38.5

Total

4,411,771,105

100.005,653,421,386

100.005,653,421,386

100.00Notes:
1.

Prestige Rich Holdings Limited is wholly owned by Mr. Zhang.

2.

Dr. Li Yifei is an independent non-executive Director.

3.

None of the Management Sellers and Investor Sellers shall hold 10% or more of
the issued Shares and accordingly they shall be regarded as public Shareholders.
– 28 –

G. IMPLICATIONS UNDER THE LISTING RULES
The Acquisition constitutes a major transaction for the Company under
Chapter 14 of the Listing Rules and is therefore subject to the reporting,announcement and Shareholders’ approval requirements by way of poll
under the Listing Rules. The Consideration Shares and the Subscription
Shares will be issued under the Specific Mandate to be sought from the
Shareholders at the EGM.
H. GENERALAn EGM will be convened and held to consider and, if thought fit,
approve, among other things, (i) the Acquisition Agreements, the Target
Share Consolidation, the Subscription Agreement and the transactions
contemplated thereunder; and (ii) the Specific Mandate for the issue of theConsideration Shares and the Subscription Shares.
In view of their interests in the Proposed Share Disposal, Mr. Zhang and
Mr. Ho have not attended the Board meeting to approve the entering into of
the Acquisition Agreements and the Subscription Agreement.
As at the date of this announcement, (i) Mr. Ho does not hold any Shares
and; (ii) Mr. Zhang is interested in 2,633,622,316 Shares, representing
approximately 59.7% of the issued share capital of the Company. Mr.
Zhang, Mr. Ho and their respective associates who are Shareholders will
abstain from voting at the EGM. Save as disclosed above, to the best of the
Directors’ knowledge, information and belief having made all reasonableenquires, there are no Shareholders who have material interest in the
Acquisition and the Subscription and are required to abstain from voting on
the resolution(s) to approve the Acquisition and the Subscription at the
EGM.
The Circular containing, among other things, (i) details of the Acquisition
Agreements and the Subscription Agreement; (ii) details of the Target
Share Consolidation; (iii) financial information of the Group and theTarget; (iv) valuation report of the Target; (v) other information as required
under the Listing Rules; and (vi) a notice of the EGM is expected to be
despatched to the Shareholders on or before 11 August 2017 to allow
sufficient time for the Company to collate all necessary information for the
Circular.

– 29 –

TRADING HALT AND RESUMPTION OF TRADINGAt the request of the Company, trading in the Shares on the Stock
Exchange was halted with effect from 9:00 a.m. on 7 July 2017 pending
the release of this announcement. An application has been made by theCompany to the Stock Exchange for the resumption of trading in the Shareson the Stock Exchange with effect from 9:00 a.m. on 10 July 2017.
Warning
The Acquisition and the Subscription are inter-conditional upon eachother. Completion is conditional upon fulfillment of the Acquisition
Conditions and the Subscription Conditions. Completion of the Target
Share Consolidation is subject to the Acquisition Completion, theSubscription Completion and the implementation of certain procedures
pursuant to applicable Japanese laws and regulations. Accordingly, theAcquisition, the Subscription and the Target Share Consolidation may
or may not proceed. As completion of the Proposed Share Disposal isconditional upon the completion of the Acquisition and the
Subscription, the Proposed Share Disposal may or may not proceed.
Shareholders and potential investors of the Company are advised toexercise caution when dealing in the securities of the Company and arerecommended to consult their professional advisers if they are in any
doubt about their position and as to the actions that they should take.
I.

DEFINITIONS
Unless the context requires otherwise, capitalised terms used herein shallhave the same meanings as set forth below:‘‘Acquisition’’the proposed acquisition of the entire issued
share capital and outstanding share options in
the Target pursuant to the respective terms of
the Acquisition Agreements and the Target
Share Consolidation‘‘Acquisition
Completion’’completion of the acquisition of theManagement Sale Interests and the Investor
Sale Interests in accordance with the respective
terms and conditions of the Acquisition
Agreements‘‘Acquisition
Condition(s)’’the condition(s) precedent to the Acquisition
Completion– 30 –

‘‘Acquisition
Agreements’’

the Management Sellers SPA and the Investor
Sellers SPA collectively‘‘Articles’’the articles of incorporation (teikan) of theTarget‘‘Board’’

the board of Directors‘‘Business Day(s)’’a day(s) (other than a Saturday, Sunday andpublic holiday) on which both banks in Hong
Kong and Japan are open for the transaction of
normal business‘‘Circular’’the circular to be despatched to the
Shareholders containing, among other things,(i) details of the Acquisition Agreements andthe Subscription Agreement; (ii) details of theTarget Share Consolidation; (iii) financial
information of the Group and the Target; (iv)other information as required under the Listing
Rules; and (v) a notice of the EGM‘‘Company’’

O Luxe Holdings Limited, a company
incorporated in the Cayman Islands withlimited liability and the Shares of which arelisted on the Main Board of the Stock Exchange(Stock Code: 860)‘‘connected person(s)’’has the meaning ascribed to it under the Listing
Rules‘‘Consideration Share(s)’’ the new Share(s) to be allotted and issued by
the Company to the Management Sellers andInvestor Sellers in satisfaction of part of the
Total Consideration‘‘Director(s)’’the director(s) of the Company– 31 –

‘‘EGM’’

the extraordinary general meeting of theCompany to be convened and held for the
purpose of considering and, if thought fit,
approving (i) the Acquisition Agreements andthe transactions contemplated thereunder,
including the grant of the Specific Mandate to
the Directors for the allotment and issue of theConsideration Shares; (ii) the Subscription
Agreement and the transactions contemplated
thereunder, including the grant of the SpecificMandate to the Directors for the allotment andissue of the Subscription Shares; and (iii) the
Target Share Consolidation‘‘EV(s)’’electric vehicle(s)‘‘FIEA’’

the Financial Instruments and Exchange Act ofJapan (Act No. 25 of 1948, as amended)‘‘Group’’the Company and its subsidiaries‘‘Hong Kong’’

the Hong Kong Special Administrative Regionof the People’s Republic of China‘‘Investor Sale Options’’

an aggregate of 1,490 outstanding Target
Options held by the Investor Sellers,
representing 24.9% of the total outstanding
Target Options as at the date of the Acquisition
Agreements‘‘Investor Sale Shares’’an aggregate of 20,186 Target Shares held by
the Investor Sellers, representing 56.1% of thetotal issued Target Shares as at the date of theAcquisition Agreements‘‘Investor Sellers’’each of the sellers of the respective Investor
Sale Interests pursuant to the Investor Sellers
SPA‘‘Investor Sellers SPA’’

the sale and purchase agreement dated 7 July
2017 entered into among the Company, theSellers’ Representative, the Target and theInvestor Sellers in relation to the sale andpurchase of the Investor Sale Interests– 32 –

‘‘Investor Sale Interests’’

the Investor Sale Shares and the Investor Sale
Options‘‘Independent Third
Party(ies)’’any person(s) or company(ies) who are third
party(ies) independent of and not connectedwith the Company and its connected persons‘‘Issue Price’’the issue price of HK$0.82 per Consideration
Share‘‘Last Trading Day’’

6 July 2017, being the last trading day of the
Shares prior to the entering into of theAcquisition Agreements and the Subscription
Agreement‘‘Listing Rules’’

the Rules Governing the Listing of Securities
on the Stock Exchange‘‘Long Stop Date’’30 September 2017, or such later date as theparties to the Management Sellers SPA may
agree in writing‘‘Management Sale
Interests’’

the Management SaleManagement Sale Options‘‘Management Sale
Shares’’an aggregate of 10,585 Target Shares held by
the Management Sellers, representing 29.4% of
the total issued Target Shares as at the date of
the Acquisition Agreements‘‘Management Sale
Options’’an aggregate of 4,500 outstanding Target
Options held by the Management Sellers,
representing 75.1% of the total outstanding
Target Options as at the date of the Acquisition
Agreements‘‘Management Seller(s)’’each of the sellers of the respective Management
Sale Interests pursuant to the Management
Sellers SPA‘‘Management Sellers
SPA’’

the sale and purchase agreement dated 7 July
2017 entered into among the Company, theSellers’ Representative, the Target and theManagement Sellers in relation to the sale andpurchase of the Management Sale Interests– 33 –

Sharesandthe‘‘Mr. Ho’’

Mr. Ho King Fung, Eric, the co-chairman of theCompany and an executive Director‘‘Mr. Zhang’’

Mr. Zhang Jinbing, the chairman of theCompany and an executive Director andcontrolling shareholder of the Company‘‘PRC’’

the People’s Republic of China, excluding, forthe purpose of this circular, Hong Kong, theMacao Special Administrative Region of the
PRC and Taiwan‘‘Sellers’ Representative’’ Mr. Hiroyasu Koma, the representative of eachof the Management Sellers and Investor Sellers
pursuant to the Acquisition Agreements‘‘Share(s)’’ordinary share(s) of HK$0.1 each in the sharecapital of the Company‘‘Shareholder(s)’’holder(s) of the Share(s)‘‘Specific Mandate’’a specific mandate to allot and issue theConsideration Shares and the Subscription
Shares to be sought form the Shareholders at
the EGM‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited‘‘Subscriber A’’

Ocean Dynasty Investments Limited, being oneof the Subscribers pursuant to the Subscription
Agreement‘‘Subscriber B’’

Vivaldi International Limited, being one of the
Subscribers pursuant to the Subscription
Agreement‘‘Subscriber C’’

T.C.L. Industries Holdings (H.K.) Limited,being one of the Subscribers pursuant to the
Subscription Agreement‘‘Subscribers’’

Subscriber A, Subscriber B and Subscriber C
collectively– 34 –

‘‘Subscription’’the subscription for the Subscription Shares by
the Subscribers pursuant to the Subscription
Agreement‘‘Subscription
Agreement’’

the conditional agreement dated 7 July 2017
entered into among the Company and the
Subscribers in relation to the Subscription‘‘Subscription
Completion’’completion of the Subscription in accordancewith the respective terms and conditions of the
Subscription Agreement‘‘Subscription
Conditions’’

conditions precedent to completion of the
Subscription Agreement‘‘Subscription Price’’the subscription price
Subscription Share‘‘Subscription Share(s)’’the new Share(s) to be allotted and issued by
the Company to the Subscribers pursuant to the
Subscription Agreement‘‘Target’’

GLM Co., Ltd., aincorporated in Japan‘‘Target Option(s)’’issued and outstanding stock option(s) of theTarget each entitling the holder(s) thereof tosubscribe for an ordinary share of the Target at
an exercise price of JPY100,000 per Target
Option‘‘Target Sale Interests’’

the Management Sale Interests and the Investors
Sale Interests‘‘Target Share(s)’’issued share(s) in the share capital of the Target‘‘Target Share
Consolidation’’has the meaning ascribed to it under the section
headed ‘‘Acquisition of remaining Target
Shares’’ in this announcement‘‘Target Shareholder(s)’’holder(s) of the Target Shares(s)– 35 –

of

HK$0.82

joint-stockpercompany‘‘Total Consideration’’

JPY12,807,658,245 (equivalent to approximately
HK$896,976,000), being the aggregation consideration
for the Target Sale Interests pursuant to theAcquisition Agreements‘‘HK$’’

Hong Kong dollar, the lawful currency of Hong
Kong‘‘JPY’’

Japanese Yen, the lawful currency of Japan‘‘US$’’

United States dollars, the lawful currency of theUnited States‘‘%’’

per cent.

* For identification purpose only

In this announcement, amounts in JPY and US$ are translated into HK$ on thebasis of HK$1 = JPY14.2787 and US$1 = HK$7.8. The conversion rate is forillustration purpose only and should not be taken as a representation that JPY
could actually be converted into HK$ at such rate or at other rates or at all.
In this announcement, where information is presented in two decimals places
and four decimals places, have been rounded to the nearest two decimals
places and four decimals places respectively. Any discrepancies in any total
number of the Consideration Shares between the respective consideration in
HK$ divided by the Issue Price therein are due to rounding.
By order of the Board
O Luxe Holdings Limited
Zhang Jinbing
ChairmanHong Kong, 7 July 2017
As at the date of this announcement, the Board comprises four executive Directors, namely
Mr. Zhang Jinbing (Chairman), Mr. Ho King Fung, Eric (Co-Chairman), Mr. Wong Chi
Ming, Jeffry (Chief Executive Officer) and Mr. Yu Fei, Philip; one non-executive Director,
namely Mr. Xiao Gang; and three independent non-executive Directors, namely Mr. Tam
Ping Kuen, Daniel, Dr. Li Yifei and Dr. Zhu Zhengfu.

– 36 –