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.

This announcement is for information purposes only and does not constitute an invitation to offer to acquire, purchase or subscribe for the securities.

New Sports Group Limited 新 體 育 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 299)

(1) MAJOR ACQUISITION IN RELATION TO ACQUISITION OF THEENTIREISSUEDSHARECAPITALINYUEJINASIALIMITED INVOLVINGTHEISSUEOFCONSIDERATIONSHARES UNDERSPECIFICMANDATE; (2) ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE; (3) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; (4) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Financial Adviser to the Company

CVP Capital Limited Placing Agent

CHINAYINSHENGSECURITIESLIMITED

– 1 – THEACQUISITION

On 19 September 2016 (after trading hours), the Company and the Purchaser, being a direct wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Seller and the Seller Guarantor, pursuant to which, subject to the fulfillment of the Conditions Precedent,

(a) the Purchaser has agreed to purchase, and the Seller has agreed to sell the Target Share, representing the entire issued share capital in the Target Company, and

(b) the Purchaser has agreed to accept, and the Seller has agreed to assign all of the Seller’s rights, title, interest and benefits in and to the Loan.

The Consideration shall be initially HK$1,000,000,000, subject to Retained Consideration Adjustments. The Consideration was determined after arm’s length negotiations among the parties to the Sale and Purchase Agreement with reference to the estimated aggregate value of the Yacht Club Business, School Business and the Real Property of HK$1,007,900,000 as at 31 August 2016 according to the preliminary valuation by an independent valuer, Roma Appraisals Limited.

Each of the Acquisition and the Subscriptions is inter-conditional with each other. The Completion shall take place simultaneously with (or in any event immediately following) the Subscription Completion on the Completion Date.

The Purchaser shall have the Put Option to, at the Purchaser’s discretion, sell the Option Target Shares to the Seller at any time within 5 calendar years after the Completion upon the Shenzhen Dapeng New District Management Committee or any other relevant governmental authority enforcing its rights under the Operation Entrustment Agreement for any breach of the Operation Entrustment Agreement by any member of the Group before the Completion at the Option Share Price.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) of the Acquisition exceeds 25%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As the Preliminary Valuations is regarded as a profit forecast under Rule 14.61 of the Listing Rules. Information in compliance with Rule 14.62 of the Listing Rules in respect of the said profit forecast will be contained in the Circular. A valuation report on the Real Property in compliance with the requirements of Chapter 5 of the Listing Rules will be included in the Circular to be despatched to the Shareholders.

THESUBSCRIPTIONS

On 19 September 2016 (after trading hours), each of Origin Development Limited, Crystal Fount Investments Limited, Ms. Ai Qing and Ms. Zheng Kuanjian entered into a separate Subscription Agreement with the Company, pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 12,181,629,000 Subscription Shares at the Subscription Price of HK$0.062 per Subscription Share.

– 2 – The Subscription Shares will be issued under Subscription Specific Mandate to be approved by the Independent Shareholders at the EGM. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Each of the Acquisition and the Subscriptions is inter-conditional with each other. The Subscription Completion shall take place simultaneously with the Completion and the Subscription Completion on the Completion Date.

THEPLACING

The Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has conditionally agreed to place, on a best endeavour basis, a total of up to 4,088,000,000 Placing Shares to not less than six Placees at the Placing Price.

The Placing Shares represent (i) approximately 26.61% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.20% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares.

The Placing Shares will be issued under Placing Specific Mandate to be approved by the Independent Shareholders at the EGM. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

The Placing Shares, when allotted and issued, will rank pari passu in all respects among themselves, and with the existing Shares then in issue.

The Placing Agent will receive a placing commission of 1.0% of the aggregate Placing Price of the Placing Shares placed by or on behalf of the Placing Agent on behalf of the Company pursuant to the Placing Agreement. Such placing commission was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the prevailing market conditions. The Directors consider that the commission for the Placing is fair and reasonable.

INCREASEINAUTHORISEDSHARECAPITAL

The Board proposed to increase the authorised share capital of the Company from HK$100,000,000 divided into 40,000,000,000 Shares to HK$200,000,000 divided into 80,000,000,000 Shares by the creation of additional 40,000,000,000 Shares, all of which will rank pari passu with all existing Shares.

– 3 – The EGM will be held for the purpose of considering and, if thought fit, approving the relevant ordinary resolution(s) in respect of (i) the Sale and Purchase Agreement and the Acquisition contemplated thereunder and the Acquisition Specific Mandate; (ii) the Subscription Agreements and the Subscriptions contemplated thereunder and the Subscription Specific Mandate; (iii) the Placing Agreement and the Placing contemplated thereunder and the Placing Specific Mandate; and (iv) the Increase in Authorised Share Capital. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and the Specific Mandate and therefore no Shareholder is required to abstain from voting at the EGM.

The Circular containing, amongst other things, details of the Sale and Purchase Agreement, the Acquisition, the Subscription and the Placing, financial information in relation to the Target Group, the pro-forma financial statement of the Group, a valuation report of the Real Property Project, other disclosure requirements under the Listing Rules regarding the transactions contemplated under the Sale and Purchase Agreement and a notice convening the EGM is expected to be despatched to the Shareholders on or before 21 October 2016, which is more than 15 business days (as defined under the Listing Rules) after the publication of this announcement, as the Company requires additional time to prepare necessary information for inclusion in the Circular.

THEACQUISITION,SUBSCRIPTIONSANDPLACING

On 19 September 2016 (after trading hours),

(i) the Company and the Purchaser, being a direct wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Seller and the Seller Guarantor, pursuant to which, subject to the fulfillment of the Conditions Precedent,

(a) the Purchaser has agreed to purchase, and the Seller has agreed to sell, the Target Share, representing the entire issued share capital in the Target Company, and

(b) the Purchaser has agreed to accept, and the Seller has agreed to assign, all of the Seller’s rights, title, interest and benefits in and to the Loan;

(ii) each of Subscribers entered into a separate Subscription Agreement with the Company, pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 12,181,629,000 Subscription Shares at the Subscription Price of HK$0.062 per Subscription Share; and

(iii) the Company and the Placing Agent entered into the Placing Agreement, pursuant to which, subject to the fulfillment of the Placing Conditions Precedent, the Company agreed to place, through the Placing Agent, on a best endeavour basis, up to 4,088,000,000 new Shares to not less than six independent Placees at the Placing Price of HK$0.062 per Placing Share.

– 4 – SALEANDPURCHASEAGREEMENT

The information of the Sale and Purchase Agreement is summarized as below:

Date

19 September 2016 (after trading hours)

Parties

Buyer: theCompany(throughthePurchaser)

Seller: theSeller

Seller guarantor: the Seller Guarantor

Asset to be acquired: the Target Share, representing the entire issued share capital in the Target Company and all of the Seller’s rights, title, interest and benefits in and to the Loan

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, each of the Seller and its ultimate beneficial owners is an Independent Third Party.

Assets to be acquired

Pursuant to the terms and conditions of the Sale and Purchase Agreement, subject to the fulfilment or waiver (as the case may be) of the Conditions Precedent,

(i) the Purchaser has agreed to buy and the Seller has agreed to sell the entire issued share capital in the Target Company; and

(ii) the Purchaser has agreed to accept, and the Seller has agreed to assign all of the Seller’s rights, title, interest and benefits in and to the Loan.

According to the information provided by the Seller, at the date of this announcement, the Target Group is holding (i) the Yacht Club Business, (ii) the School Business and (iii) the Real Property in the PRC.

– 5 – The following diagram shows the shareholding and corporate structure of the Target Group as at the date of this announcement:

The Seller Guarantor

The Seller

100%

The Target Company

100%

Nayuan Development Limited (納元發展有限公司)

100%

Shenzhen Yuejin Sports Company Limited* (深圳粵錦體育有限公司)

100%

Shenzhen Ruiteng Enterprise Management Shenzhen Qianhai Virdom Education Company Limited* Investments Company Limited* (深圳瑞騰企業管理有限公司) (深圳前海唯致教育投資有限公司)

100% 100%

Shenzhen Dapeng International Education Company Limited* (深圳大鵬國際教育有限公司)

100%

Shenzhen Dapeng Yacht Club Company Limited* Shenzhen Dapeng Xinqu Virdom (深圳大鵬遊艇會有限公司) International Academy* (深圳市大鵬新區唯致培訓學校)

– 6 – Consideration

Pursuant to the Sale and Purchase Agreement, the Consideration, being HK$1,000,000,000 shall be satisfied in the following manner:

(i) the Initial Consideration shall be payable at Completion as follows:

(a) HK$700,000,000 shall be paid by the Purchaser to the Seller by way of cash;

(b) HK$150,000,000 shall be satisfied by the allotment and issue by the Company of 2,419,354,838 Consideration Shares at the Issue Price to the Seller (or its nominee as designated by the Seller); and

(ii) the Retained Consideration, being initially HK$150,000,000, subject to Retained Consideration Adjustment as set out in the paragraph headed ‘‘Retained Consideration Adjustments’’, shall be satisfied by the allotment and issue by the Company of such number of Consideration Shares at the Issue Price to the Seller (or its nominee as designated by the Seller) on the Retained Consideration Release Date, provided that in the event that the Put Option (as defined below) has been exercised, the Purchaser shall no longer be obliged to pay the Retained Consideration.

Retained Consideration Adjustments

The Retained Consideration is subject to the following adjustments (the ‘‘Retained Consideration Adjustment’’):

(i) provided that Completion duly takes place in accordance with the Sale and Purchase Agreement, in the event that the 2018 Yacht Profit (as defined below) is less than HK$60,000,000, the Retained Consideration to be paid by the Purchaser to the Seller shall be reduced by such amount as determined in accordance with the following formula:

Retained Consideration = HK$150,000,000 – 2018 Yacht Profit Shortfall69

Where,

(a) ‘‘2018 Yacht Profit Shortfall’’ = HK$60,000,000 – 2018 Yacht Profit;

(b) ‘‘2018 Yacht Profit’’ = the net profit after tax generated from the Yacht Club Business for the financial year ending 31 December 2018 as referred to in the accounts thereof audited by the auditors of the Company, provided that if the Yacht Club Business records nil profit or a net loss for the financial year ending 31 December 2018, the 2018 Yacht Profit shall be deemed to be zero,

for the avoidance of doubt, there will be no adjustment to the Retained Consideration if the 2018 Yacht Profit is more than HK$60,000,000;

– 7 – (ii) provided that Completion duly takes place in accordance with the Sale and Purchase Agreement, in the event that the 2018 School Profit (as defined below) is less than HK$17,500,000, the Retained Consideration to be paid by the Purchaser to the Seller shall be reduced by such amount as determined in accordance with the following formula:

Retained Consideration = HK$150,000,000 – 2018 School Profit Shortfall616

Where,

(a) ‘‘2018 School Profit Shortfall’’ = HK$17,500,000 – 2018 School Profit;

(b) ‘‘2018 School Profit’’ = the net profit after tax generated from the School Business for the financial year ending 31 December 2018 as referred to in the accounts thereof audited by the auditors of the Company, provided that if the School Business records nil profit or a net loss for the financial year ending 31 December 2018, the 2018 School Profit shall be deemed to be zero,

for the avoidance of doubt, there will be no adjustment to the Retained Consideration if the 2018 School Profit is more than HK$17,500,000; and

(iii) if by the Retained Consideration Release Date, Notified Claim(s) shall have been notified by the Purchaser to the Seller, the Retained Consideration to be paid by the Purchaser to the Seller shall be reduced by the full amount of such Notified Claim(s).

Issue Price Adjustment

If, at any time between the date of the Sale and Purchase Agreement and the date of allotment and issue of the Consideration Shares, the Shares shall be consolidated or sub- divided, the Issue Price shall be adjusted by multiplying the Issue Price in force immediately before such alteration by the following fraction:

A/B where:

— ‘‘A’’ is the aggregate number of issued Shares immediately before such alteration; and

— ‘‘B’’ is the aggregate number of issued Shares immediately after such alteration.

Such adjustment (the ‘‘Issue Price Adjustment’’) shall become effective on the date the alteration takes effect.

Basis of determining Consideration

The Consideration was determined after arm’s length negotiations among the parties to the Sale and Purchase Agreement. With reference to the estimated aggregate value of the Yacht Club Business, School Business and the Real Property of HK$1,007,900,000 as at 31 August 2016 according to the preliminary valuation by an independent valuer, Roma Appraisals Limited, the Consideration as agreed between the Purchaser and the Seller under

– 8 – the Sale and Purchase Agreement was HK$1,000,000,000. Accordingly, the Directors consider that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The preliminary valuations on the Yacht Club Business and the School Business (the ‘‘Preliminary Valuations’’) are prepared using discounted cash flow method under the income approach. Therefore, the Preliminary Valuations are regarded as a profit forecast under Rule 14.61 of the Listing Rules. Information in compliance with Rule 14.62 of the Listing Rules in respect of the said profit forecast will be contained in the Circular. A valuation report on the Real Property in compliance with the requirements of Chapter 5 of the Listing Rules will be included in the Circular to be despatched to the Shareholders.

Restrictions on Consideration Shares

Without the prior written consent of the Purchaser, the Seller shall not for a period of twelve months after the Completion Date, sell, transfer, pledge, charge or otherwise dispose of any of the Consideration Shares or any beneficial or other interest therein.

Conditions Precedent of the Acquisition

Completion is conditional upon the fulfilment or waiver of, as the case may be, the following Conditions Precedent on or before the Long Stop Date:

(i) the passing of ordinary resolution(s) at the EGM by the Shareholders approving (a) the grant of Acquisition Specific Mandate to the Directors for the allotment and issue of the Consideration Shares by the Company to the Seller, and (b) the Acquisition as required under Chapter 14 of the Listing Rules;

(ii) the granting of the approval for the listing of, and permission to deal in, the Consideration Shares by the Listing Committee of the Stock Exchange;

(iii) the issue of legal opinions addressed to the Purchaser and the Company (in form and substance approved by the Purchaser and the Company) issued by a law firm qualified to advise on the PRC laws;

(iv) all consents, approvals and clearance which are necessary in connection with the Acquisition having been obtained;

(v) the warranties given to the Seller in the Sale and Purchase Agreement remaining true, accurate and not misleading at all times between the date of the Sale and Purchase Agreement and the Completion;

(vi) the Purchaser satisfying with the due diligence results in respect of the Target Group;

(vii)the Seller having complied fully with and performed all of the covenants and agreements under the Sale and Purchase Agreement;

(viii) there having been no material adverse change on each of the Seller, the Seller Guarantor and the Target Group since the date of the Sale and Purchase Agreement;

– 9 – (ix) no statute or decision which would reasonably be expected to prohibit, restrict or materially delay the Acquisition or the operation of the Target Group having been proposed, enacted or taken by any governmental authority; and

(x) the satisfaction and/or the waiver of all conditions to the completion of the Subscriptions as contemplated under each of the Subscription Agreements (save for the condition precedent requiring the Sale and Purchase Agreement to become unconditional).

All the Conditions Precedent above (save and except for paragraphs (i), (ii), (ix) above) may be waived by the Purchaser in writing.

If the Conditions Precedent are not fulfilled or (where applicable) waived in accordance with the Sale and Purchase Agreement by the Long Stop Date, the Purchaser shall not be bound to proceed with the Acquisition and the Sale and Purchase Agreement shall cease to be of any effect except certain clauses including but not limited to confidentiality clause and save in respect of any claims arising out of any antecedent breach of the Sale and Purchase Agreement.

The Directors confirm that as at the date of this announcement, none of the Conditions Precedent has been fulfilled or waived.

Completion

Each of the Acquisition and the Subscriptions is inter-conditional with each other. The Completion shall take place simultaneously with (or in any event immediately following) the Subscription Completion on the Completion Date.

Upon Completion on the Completion Date, the Target Company will become an indirect wholly-owned subsidiary of the Company and the accounts of the Target Group will be consolidated into the financial statements of the Company.

– 10 – The following diagram shows the shareholding and corporate structure of the Target Group as at the Completion Date:

The Company

100%

The Purchaser

100%

The Target Company

100%

Nayuan Development Limited (納元發展有限公司)

100%

Shenzhen Yuejin Sports Company Limited* (深圳粵錦體育有限公司)

100%

Shenzhen Ruiteng Enterprise Management Shenzhen Qianhai Virdom Education Company Limited* Investments Company Limited* (深圳瑞騰企業管理有限公司) (深圳前海唯致教育投資有限公司)

100% 100%

Shenzhen Dapeng International Education Company Limited* (深圳大鵬國際教育有限公司)

100%

Shenzhen Dapeng Yacht Club Company Limited* Shenzhen Dapeng Xinqu Virdom (深圳大鵬遊艇會有限公司) International Academy* (深圳市大鵬新區唯致培訓學校)

– 11 – Guarantee

The Seller Guarantor irrevocably and unconditionally guarantees to the Purchaser the punctual performance of all obligations of the Seller and the payment of all amounts payable by the Seller under the Transaction Documents.

Indemnity

The Seller undertakes to indemnify each Indemnified Person against all losses (including consequential losses) (on a full indemnity basis) incurred, suffered or sustained by each Indemnified Person or asserted against each Indemnified Person, or any or all of them arising out of any of the following:

(i) the settlement of any claim that any of the warranties given by the Seller are untrue or inaccurate or any terms of the Transaction Documents have been breached;

(ii) any losses suffered by each of the Indemnified Persons arising from or in respect of the reorganisation of the Target Group carried out and completed prior to the signing of the Sale and Purchase Agreement;

(iii) any losses suffered by each of the Indemnified Persons due to any claim made or to be made by Shenzhen Dapeng New District Management Committee or any person or authority in respect of or in connection with any breach of the Operation Entrustment Agreement by any member of the Target Group before the Completion; and

(iv) any losses suffered by each of the Indemnified Persons arising from or in connection with the non-compliance with or breach of any applicable laws, rules and regulations in the PRC and in Hong Kong by the Target Group before Completion or failure to obtain the necessary licences, registrations, filings, permits, authorisations, exemptions, approvals and consents required for carrying out the businesses of the Target Group before Completion.

Put Option

The Purchaser shall have the option (the ‘‘Put Option’’) to, at the Purchaser’s discretion, sell the Option Target Shares to the Seller at any time within 5 calendar years after the Completion upon the Shenzhen Dapeng New District Management Committee or any other relevant governmental authority enforcing its rights under the Operation Entrustment Agreement for any breach of the Operation Entrustment Agreement by any member of the Group before the Completion at the Option Share Price (defined below).

The consideration for the Option Target Shares (‘‘Option Share Price’’) shall be the higher of (i) the cash equivalent of the sum of (a) the amount paid in cash by the Purchaser to the Seller and (b) the value of all the Consideration Shares issued by the Company to the Seller as at the date when the Put Option is exercised; or (ii) the fair market value of the Option Target Shares to be determined by an independent valuer as at the date when the Put Option is exercised.

– 12 – Where:

‘‘Value of all the Consideration Shares’’ = the higher of (i) Issue Price6such number of Consideration Shares issued and (ii) the closing price of such Consideration Shares as at the date when the Put Option is exercised6such number of Consideration Shares issued.

Information of the Consideration Shares and Issue Price

Subject to the Completion having occurred and the Acquisition Specific Mandate having been approved at the EGM and the Listing Approval having been obtained, the Consideration Shares will be issued initially at HK$0.062 each in settlement of:

(i) HK$150,000,000, being part of the Initial Consideration payable by the Purchaser at Completion; and

(ii) initially HK$150,000,000, being the Retained Consideration, subject to Retained Consideration Adjustment, payable by the Purchaser on the Retained Consideration Release Date.

The issue price of HK$0.062 per Consideration Share represents:

(i) a discount of approximately 47.46% to HK$0.1180, the closing price of the Shares on the Stock Exchange on the date of the Sale and Purchase Agreement, being 19 September 2016;

(ii) a discount of approximately 48.84% to HK$0.1212, being the average closing price of the Shares as quoted on the Stock Exchange for the last 5 consecutive trading days prior to the date of this announcement;

(iii) a discount of approximately 48.63% to HK$0.1207, being the average closing price of the Shares as quoted on the Stock Exchange for the last 10 consecutive trading days prior to the date of this announcement; and

(iv) a premium of approximately 0.65% over the unaudited net asset value of approximately HK$0.0616 per Share as at 30 June 2016 (based on the consolidated net assets of the Group of approximately HK$946,189,000 as at 30 June 2016 and 15,363,151,280 Shares in issue as at 30 June 2016).

The issue price of HK$0.062 per Consideration Share was arrived by the Purchaser and the Seller after arm’s length negotiation and having taken into consideration of various factors such as the Subscriptions, the Placing, the prevailing Share prices and the current market conditions. The Directors consider that the Issue Price to be fair and reasonable.

The 4,838,709,676 Consideration Shares represent (i) approximately 31.5% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 23.95% of the issued share capital of the Company as enlarged by the Consideration Shares; (iii) approximately 14.94% of the issued share capital of the Company as enlarged by the Consideration Shares and the Subscription Shares; and (iv) approximately 13.27% of the issued share capital of the Company as enlarged by the Consideration Shares, the Subscription Shares and the Placing Shares. The Consideration Shares, once issued, will be

– 13 – credited as fully paid, and shall rank pari passu in all respects with the Shares in issue on the date of allotment and issue thereof, save in respect of any distribution or other corporate action the record date for which falls before the date of allotment and issue thereof.

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Information relating to the Target Group

According to the information provided by the Seller, at the date of this announcement, the Target Group is holding (i) the Yacht Club Business, (ii) the School Business and (iii) the Real Property in the PRC.

The Yacht Club Business

The Yacht Club Business is the management of the yacht club, namely, Dapeng Yacht Club (大鵬遊艇會) in Dapeng Peninsula (大鵬半島), Shenzhen, which is engaged in the provision of services of yacht parking, yacht leasing, teaching courses of yacht driving and diving and members accommodations. The Yacht Club Business is operated within the site of Shenzhen Marine Sports Base and Sailing School the operation of which has been entrusted by Shenzhen Dapeng New District Management Committee* (深圳市大鵬新區管理委員會) to Shenzhen Yuejin Investment Company Limited or its subsidiaries under the Operation Entrustment Agreement.

The School Business

The School Business involves the management of a tuition academy, namely, Virdom International Academy, in Shenzhen, which provides tuitions courses for various foreign examinations including IGCSE Courses, A-Level Courses, SATI and SATII and extra curricular activities such as horse riding and navigation. The School Business is operated within the site of Shenzhen Marine Sports Base and Sailing School the operation of which has been entrusted by Shenzhen Dapeng New District Management Committee* (深圳市大 鵬新區管理委員會) to Shenzhen Yuejin Investment Company Limited or its subsidiaries under the Operation Entrustment Agreement.

The Real Property

The Real Property locates in Chenyu Road East, Pingluo Road, Yuhong District, Shenyang City, Liaoning Province, the PRC. The property comprises 2 blocks of 6-storey apartments and 5 blocks of 2-storey commercial blocks in a residential/commercial composite development, known as ‘‘水岸康城’’.

Operation Entrustment Agreement

Shenzhen Yuejin Investment Company Limited* (深圳粵錦投資有限公司) (currently known as Shenzhen Yuejin Sports Company Limited* (深圳粵錦體育有限公司)), being a member of the Target Group, has entered into the Operation Entrustment Agreement dated 27 August 2014 (as supplemented and amended by a supplemental agreement dated 13 October 2014) with Shenzhen Dapeng New District Management Committee* (深圳市大鵬新區管理委員 會). Under the Operation Entrustment Agreement, the operation of Shenzhen Marine Sports

– 14 – Base and Sailing School has been entrusted by Shenzhen Dapeng New District Management Committee to Shenzhen Yuejin Investment Company Limited or its subsidiaries subject to the terms of the Operation Entrustment Agreement. Some of the principal terms of the Entrustment Operation Agreement are summarized as follows:

Assets to be entrusted: Shenzhen Marine Sports Base and Sailing School

Entrustment period: 20 years from the date of handover of the Shenzhen Marine Sports Base and Sailing School by Shenzhen Dapeng New District Management Committee

Fees and Payment RMB785,000,000, of which Schedule: (i) RMB392,500,000 is payable by Shenzhen Yuejin Investment Company Limited to Shenzhen Dapeng New District Management Committee within 30 days from the date of the Operation Entrustment Agreement, and

(ii) RMB39,250,000 is payable by Shenzhen Yuejin Investment Company Limited (or its relevant subsidiaries) to Shenzhen Dapeng New District Management Committee once every year on or before 31 January in each calendar year commencing from the 11th year of the entrustment period.

As advised by the Company’s legal adviser in the PRC, Shenzhen Dapeng New District Management Committee* handed-over the Shenzhen Marine Sports Base and Sailing School to Shenzhen Yuejin Investment Company Limited* on 11 March 2015, and RMB392,500,000, being the sum due and payable under the Entrustment Operation Agreement was paid to Shenzhen Dapeng New District Management Committee*.

In the course of due diligence in respect of the Target Group conducted by the Company’s legal adviser in the PRC, it was discovered that certain terms of the Entrustment Operation Agreement were breached by Shenzhen Yuejin Investment Company Limited* (or its subsidiaries), which Shenzhen Dapeng New District Management Committee* may (i) bring action against Shenzhen Yuejin Investment Company Limited* (or its subsidiaries) for damages, (ii) terminate the Entrustment Operation Agreement, and/or (iii) revoke and cancel the entrustment of operation of Shenzhen Marine Sports Base and Sailing School to Shenzhen Yuejin Investment Company Limited* (or its subsidiaries). Based on the information the Company has obtained so far, no action is taken by Shenzhen Dapeng New District Management Committee pursuant to the Entrustment Operation Agreement so far.

In light of the above, the Seller agrees and undertakes under the Sale and Purchase Agreement to indemnify each Indemnified Person against all losses (including consequential losses) (on a full indemnity basis) incurred, suffered or sustained by each Indemnified Person due to any claim made or to be made by Shenzhen Dapeng New District Management Committee or any person or authority in respect of or in connection with any breach of the Operation Entrustment Agreement by any member of the Target Group before the Completion. The arrangement of Retained Consideration has also been put in place under

– 15 – the Sale and Purchase Agreement so that if Notified Claim(s) shall have been notified by the Purchaser to the Seller, the Retained Consideration to be paid by the Purchaser to the Seller shall be reduced by the full amount of such Notified Claim(s).

The Put Option has also been put in place such that at the Purchaser’s discretion, the Purchaser may sell the Option Target Shares to the Seller at any time within 5 calendar years after the Completion upon the Shenzhen Dapeng New District Management Committee or any other relevant governmental authority enforcing its rights under the Operation Entrustment Agreement for any breach of the Operation Entrustment Agreement by any member of the Group before the Completion at the Option Share Price.

Financial Information of the Target Group

Set out below is the consolidated financial information attributable to the Yacht Club Business, the School Business and the Real Property of the PRC subsidiaries within the Target Group for each of the two financial years ended 31 December 2014 and 2015 and the eight months ended 31 August 2016:

For the For the financial year financial year For the eight ended ended months ended 31 December 31 December 31 August 2014 2015 2016 (unaudited) (unaudited) (unaudited) HK$’000 HK$’000 HK$’000

Revenue — 2,544 5,344 Net loss before tax (346) (52,632) (37,746) Net loss after tax (346) (55,800) (38,605)

As at 31 August 2016, the unaudited consolidated net assets attributable to the shareholder of the Target Company amounted to approximately HK$10,003,000. The estimated aggregate value of the Yacht Club Business, School Business and the Real Property as at 31 August 2016 was HK$1,007,900,000 according to the valuation by an independent valuer.

Information relating to the Seller and the Seller Guarantor

According to the information provided by the Seller, the Seller is principally engaged in investment holding.

According to the information provided by the Seller, the Seller Guarantor is an experienced investor. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, the Seller Guarantor is an Independent Third Party.

– 16 – Reasons for and Benefits of the Acquisition under the Sale and Purchase Agreement

The Yacht Business and the School Business

The sports industry in the PRC entered a high-growth period in the first half of 2016. ‘‘The 13th Five-year Plan for the development of sports industry’’ (‘‘the 13th Five-Year Plan’’) promulgated by the State General Administration of Sport of China in July 2016 formulates various development objectives to enlarge the size of the sports industry and boost the relevant consumption. It is targeted that by 2020, (i) the total size of the national sports industry will reach RMB3 trillion with its added value taking up 1% of the GDP, (ii) the per capita sports venue area will reach 1.8 square meters, (iii) 100 demonstration projects of the State regarding the sports industry will be set up and (iv) the sporting environment will be improved. The 13th Five-Year Plan also regards the contest and performance industry, the fitness and leisure industry, the venue service industry, the sports intermediary industry, the sports training industry, the sports media industry and the sporting goods industry as the key development industries.

As the general public is becoming more aware of physical fitness and interested in sports, the sports cultural and creative industry — a combination of sports culture, creativity and innovative technologies, is flourishing. With an intention to create a number of high quality sophisticated sports cultural projects and sports cultural brand events which will bring significant benefits to the society, the PRC Government also has actively encouraged and promoted sports education and training and the development of sports culture among young people in recent years. Reaping benefits from the PRC government’s strategies to promote development in various sectors of the sports industry, enterprises will focus on ‘‘Sports + Culture’’ to expand their sports-related businesses in the future. It is expected that the development of the sports cultural and creative industry can be promoted.

Based on the above reasons, the Group plans to focus on developing and expanding its sports-related businesses in the future.

According to the Dapeng New District Protection and Development Comprehensive Plan 2012–2020 (大鵬新區保護與發展綜合規劃 2012–2020), the Shenzhen Government plans to develop Dapeng New District into a sports leisure coastal tourist vacation district. The Dapeng Yacht Club of the Yacht Business and the Virdom International Academy (which provides, among others, tuition class for sports activities such as navigation and horse riding) of the School Business are both located in the Dapeng New District. Pursuant to the Operation Entrustment Agreement, Dapeng Yacht Club agreed to organize sports events and contests every year including China International Yacht Cup* (中國國際帆船盃).

The Yacht Business and the School Business align with the policy and plan of the PRC Government and the Shenzhen Government. It also serves as the foundation to the Group’s development of sports related business and hence, generate future profitability to the Group.

– 17 – The Real Property

The Directors are of the view that Shenyang is one of the most important and stably developed city in the PRC. With the introduction of the New Property Market Policy 1.0 (樓 市新政1.0), the Shenyang Government is of the view that the property market in Shenyang will continue to be in the positive direction. The Directors are of the view that the Real Property will serve as a good fixed asset investment opportunity and generate future profitability to the Group.

The terms of the Sale and Purchase Agreement were determined after arm’s length negotiation among the parties to the Sale and Purchase Agreement. Having considered the reasons for and benefits of the Acquisition as discussed above, the Board is of the view that the terms of the Sale and Purchase Agreement are fair and reasonable and it is in the interest of the Company and the Shareholders as a whole for the Company and the Purchaser to enter into the Sale and Purchase Agreement.

SUBSCRIPTIONAGREEMENTS

The information of the Subscription Agreements are summarized as below:

Date

19 September 2016 (after trading hours)

Parties

Issuer: theCompany

Subscribers: Each of Origin Development Limited, Crystal Fount Investments Limited, Ms. Ai Qing and Ms. Zheng Kuanjian entered into a separate Subscription Agreement with the Company.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, each of the Subscribers and their ultimate beneficial owners is an Independent Third Party.

Subscription Shares

The Company and each of the Subscribers entered into the Subscription Agreements pursuant to which the Company has conditionally agreed to issue and allot, and:

(a) Origin Development Limited has conditionally agreed to subscribe in cash, 7,840,000,000 Subscription Shares, credited as fully paid, at the Subscription Price of HK$0.062 per Subscription Share, representing (i) approximately 51.03% of the issued share capital of the Company as at the date of this announcement, (ii) approximately 24.21% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Subscription Shares, and (iii) approximately 21.50% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares;

– 18 – (b) Crystal Fount Investments Limited has conditionally agreed to subscribe in cash, 1,606,000,000 Subscription Shares, credited as fully paid, at the Subscription Price of HK$0.062 per Subscription Share, representing (i) approximately 10.45% of the issued share capital of the Company as at the date of this announcement, (ii) approximately 4.96% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Subscription Shares, and (iii) approximately 4.40% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares;

(c) Ms. Ai Qing has conditionally agreed to subscribe in cash, 1,459,629,000 Subscription Shares, credited as fully paid, at the Subscription Price of HK$0.062 per Subscription Share, representing (i) approximately 9.50% of the issued share capital of the Company as at the date of this announcement, (ii) approximately 4.51% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Subscription Shares, and (iii) approximately 4.00% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares; and

(d) Ms. Zheng Kuanjian has conditionally agreed to subscribe in cash, 1,276,000,000 Subscription Shares, credited as fully paid, at the Subscription Price of HK$0.062 per Subscription Share, representing (i) approximately 8.31% of the issued share capital of the Company as at the date of this announcement, (ii) approximately 3.94% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and the Subscription Shares, and (iii) approximately 3.50% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares.

The Subscription Shares will be issued under Subscription Specific Mandate to be approved by the Independent Shareholders at the EGM. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

The Subscription Shares, when allotted and issued, will rank pari passu in all respects among themselves, and with the existing Shares then in issue.

Subscription Price

The Subscription Price of HK$0.062 per Subscription Share represents:

(i) a discount of approximately 47.46% to HK$0.1180, the closing price of the Shares on the Stock Exchange on the date of the Subscription Agreements, being 19 September 2016;

(ii) a discount of approximately 48.84% to HK$0.1212, being the average closing price of the Shares as quoted on the Stock Exchange for the last 5 consecutive trading days prior to the date of this announcement;

(iii) a discount of approximately 48.63% to HK$0.1207, being the average closing price of the Shares as quoted on the Stock Exchange for the last 10 consecutive trading days prior to the date of this announcement; and

– 19 – (iv) a premium of approximately 0.65% over the unaudited net asset value of approximately HK$0.0616 per Share as at 30 June 2016 (based on the consolidated net assets of the Group of approximately HK$946,189,000 as at 30 June 2016 and 15,363,151,280 Shares in issue as at 30 June 2016.

The gross and net proceeds from the Subscriptions are approximately HK$755,260,998 and approximately HK$755,260,998 respectively. The Subscription Price has been determined after arm’s length negotiation between the Company and the Subscribers with reference to (i) the prevailing market price of the Shares and the current market conditions; and (ii) the Company‘s funding needs for the Acquisition. The net price per Subscription Share will be approximately HK$0.062.

The Directors consider that the Subscription Price and the terms of the Subscription Agreements are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Conditions Precedent of the Subscriptions

Subscription Completion is conditional upon the fulfilment or waiver of, as the case may be, the following Subscription Conditions Precedent on or before the Subscription Long Stop Date:

(i) the passing of ordinary resolution(s) at the EGM by the Shareholders approving (a) the grant of the Subscription Specific Mandate to the Directors for the allotment and issue of the Subscription Shares by the Company to the Subscribers; and (b) the issue of the Subscription Shares to the Subscribers pursuant to the respective Subscription Agreements and the transactions contemplated under the Subscription Agreements;

(ii) the granting of the approval for the listing of, and permission to deal in the Subscription Shares by the Listing Committee of the Stock Exchange;

(iii) the warranties given by the Company and the Subscribers remaining true, accurate and not misleading in all material respects on the date of the Subscription Agreements and on Subscription Completion;

(iv) the parties thereunder having complied with and performed the covenants and agreements under the respective Subscription Agreements in all material respects on or before Subscription Completion and not having breached any of the undertakings thereunder (except consent of the other party has been obtained);

(v) the Shares remaining listed and traded, and on or before Subscription Completion, the Company not having received any instruction from the Stock Exchange or the SFC, indicating that the listing of the Shares on the main board of the Stock Exchange will be or may be withdrawn or objected due to the Subscription Completion or the transactions contemplated under the Subscription Agreements (whether or not subject to conditions);

– 20 – (vi) the Sale and Purchase Agreement and the Subscription Agreements (other than the Subscription Agreement in question) becoming unconditional (save for the conditions precedent requiring the Subscription Agreement in question to be unconditional) in accordance with their respective terms; and

(vii)all necessary consents and approvals (including, if applicable, the Shareholders’ approvals (with the relevant shareholders to abstain from voting as required by the Listing Rules)) required to be obtained on the part of the Company and the relevant Subscriber in respect of the Subscriptions having been obtained.

Each of the Subscribers may in its absolute discretion waive conditions (iii) and (iv) above under its respective Subscription Agreement at any time by notice in writing to the Company. The Company may in its absolute discretion waive conditions (iii) and (iv) above under the respective Subscription Agreements at any time by notice in writing to the respective Subscriber.

If the Subscription Conditions Precedent have not been fulfilled or waived on or before the Subscription Long Stop Date, then the Subscription Agreements shall be terminated and none of the parties thereunder shall have any claim against the other in relation thereto (save in respect of any antecedent breach of any obligation under the respective Subscription Agreements).

Completion of the Subscriptions

Each of the Acquisition and the Subscriptions is inter-conditional with each other. The Subscription Completion shall take place simultaneously with the Completion and the Subscription Completion on the Completion Date.

Reasons for and benefits of the Subscriptions

The Company intends to use the net proceeds from the Subscriptions to finance the Acquisition and as general working capital of the Company. The Directors consider that the Subscriptions would strengthen the Group’s cash position without incurring additional interest burden and is therefore an effective manner to raise additional funds for the Acquisition. The Subscriptions will also provide an opportunity for the Company to broaden its shareholder base.

In light of the above, the Directors are of the opinion that the Subscription Agreements were entered into after arm’s length negotiation between the Company and the respective Subscribers and that the terms of the Subscription Agreements, including but not limited to the Subscription Price, are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

– 21 – PLACINGAGREEMENT

The information of the Placing Agreement are summarized as below:

Date

19 September 2016 (after trading hours)

Parties

Issuer: theCompany

Placing Agent: China Yinsheng Securities Limited

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this Announcement, each of the Placing Agent and its ultimate beneficial owners is an Independent Third Party.

Placees

It is expected that there shall be not less than six Placees. Such Placees and their respective ultimate beneficial owners shall be independent of and not being a connected person of the Company and not connected or related to any of the connected persons of the Company or their respective associates. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after completion of the Placing.

Placing Shares

The Placing Agent has conditionally agreed to place, on a best endeavour basis, a total of up to 4,088,000,000 Placing Shares to not less than six Placees at the Placing Price.

The Placing Shares represent (i) approximately 26.61% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.20% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares.

The Placing Shares will be issued under Placing Specific Mandate to be approved by the Independent Shareholders at the EGM. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

The Placing Shares, when allotted and issued, will rank pari passu in all respects among themselves, and with the existing Shares then in issue.

Placing Price

The Placing Price of HK$0.062 per Placing Share represents:

(i) a discount of approximately 47.46% to HK$0.1180, the closing price of the Shares on the Stock Exchange on the date of the Placing Agreement, being 19 September 2016;

– 22 – (ii) a discount of approximately 48.84% to HK$0.1212, being the average closing price of the Shares as quoted on the Stock Exchange for the last 5 consecutive trading days prior to the date of this announcement;

(iii) a discount of approximately 48.63% to HK$0.1207, being the average closing price of the Shares as quoted on the Stock Exchange for the last 10 consecutive trading days prior to the date of this announcement; and

(iv) a premium of approximately 0.65% over the unaudited net asset value of approximately HK$0.0616 per Share as at 30 June 2016 (based on the consolidated net assets of the Group of approximately HK$946,189,000 as at 30 June 2016 and 15,363,151,280 Shares in issue as at 30 June 2016.

The gross and net proceeds from the Placing are approximately HK$253,456,000 and approximately HK$250,921,440 respectively. The Placing Price has been determined after arm’s length negotiation between the Company and the Placing Agent with reference to (i) the prevailing market price of the Shares and the current market conditions; and (ii) the Company’s financial position and the business prospect of the Group.

The Directors consider that the Placing Price and the terms of the Placing Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Placing Commission

The Placing Agent will receive a placing commission of 1.0% of the aggregate Placing Price of the Placing Shares placed by or on behalf of the Placing Agent on behalf of the Company pursuant to the Placing Agreement. Such placing commission was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the prevailing market conditions. The Directors consider that the commission for the Placing is fair and reasonable. The net price per Placing Share will be approximately HK$0.06138.

Conditions Precedent of the Placing

Placing Completion is conditional upon the fulfilment of the following Placing Conditions Precedent on or before the Placing Long Stop Date:

(i) the granting of the approval for the listing of, and permission to deal in, the Placing Shares by the Listing Committee of the Stock Exchange;

(ii) the passing of ordinary resolution(s) at the EGM by the Shareholders approving (a) the Placing Agreement and the transactions contemplated thereunder; and (b) the grant of the Placing Specific Mandate to the Directors for the allotment and issue of the Placing Shares by the Company; and

(iii) all necessary consents and approvals (including, if applicable, the Shareholders’ approvals (with the relevant shareholders to abstain from voting as required by the Listing Rules)) required to be obtained on the part of the Company in respect of the Placing having been obtained.

None of the above Placing Conditions Precedent can be waived.

– 23 – If the Placing Conditions Precedent have not been fulfilled on or before the Placing Long Stop Date, all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and none of the parties thereunder shall have any claim against the other in relation thereto (save in respect of any antecedent breach of any obligation under the Placing Agreement).

Completion of the Placing

Completion of the Placing shall take place on the Placing Completion Date.

Reasons for and benefits of the Placing

The net proceeds from the Placing are estimated to amount to approximately HK$250,921,440. The net proceeds are intended to be applied as to 100% for the repayment of the outstanding bonds in the aggregate amount of HK$290,000,000 issued by the Company on 22 June 2015 and 12 November 2015. The Directors consider that the Placing would strengthen the Group’s cash position without incurring additional interest burden and is therefore an effective manner to raise additional funds for the repayment of outstanding bonds. The Placing will also provide an opportunity for the Company to broaden its shareholder base and further consolidate the financial position of the Group to diversify its business risks.

In light of the above, the Directors are of the opinion that the Placing Agreement was entered into after arm’s length negotiation between the Company and the Placing Agent and that the terms of the Placing Agreement, including but not limited to the Placing Price, are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

ISSUEOFCONSIDERATIONSHARES,SUBSCRIPTIONSHARESANDPLACING SHARESUNDERSPECIFICMANDATESANDAPPLICATIONFORLISTING

The Consideration Shares, the Subscription Shares and the Placing Shares will be issued under the Specific Mandates to be sought at the EGM. An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares, the Subscription Shares and the Placing Shares.

– 24 – SHAREHOLDINGSTRUCTUREOFTHECOMPANY

The table below sets forth the shareholding structure of the Company (i) as at the date of this announcement; upon allotment and issue of the Consideration Shares and the Subscription Shares (ii) as at the Completion Date and (iii) as at the Retained Consideration Release Date (assuming completion under the Sale and Purchase Agreement and the Subscription Agreements having occurred, the number of Shares owned by each of the Shareholders below remain unchanged and no other changes to the issued share capital of the Company):

Immediately after the Immediately after the allotment and issue of all allotment and issue of the the Consideration Shares Consideration Shares and as at the Retained the Subscription Shares as Consideration Release Date at the Completion Date (assuming completion (assuming completion under the Sale and under the Sale and Purchase Agreement and Purchase Agreement and the Subscription the Subscription Agreements having Agreements having occurred, the number of occurred, the number of Shares owned by each of Shares owned by each of the Shareholders below the Shareholders below remain unchanged, no remain unchanged and no other changes to the issued other changes to the issued share capital of the As at the date of share capital of the Company and no Retained Name of Shareholders this announcement Company) Consideration Adjustment)

Directors ZhangXiaodong 2,763,500,000 17.99% 2,763,500,000 9.22% 2,763,500,000 8.53% LauWanPo 15,000,000 0.10% 15,000,000 0.05% 15,000,000 0.05%

The Seller —— 2,419,354,838 8.07% 4,838,709,676 14.94%

Subscribers Origin Development Limited —— 7,840,000,000 26.17% 7,840,000,000 24.21% Crystal Fount Investment Limited —— 1,606,000,000 5.36% 1,606,000,000 4.96% Ai Qing —— 1,459,629,000 4.87% 1,459,629,000 4.51% Zheng Kuanjian —— 1,276,000,000 4.26% 1,276,000,000 3.94%

Public shareholders 12,584,651,280 81.91% 12,584,651,280 42.00% 12,584,651,280 38.86%

Total 15,363,151,280 100% 29,964,135,118 100% 32,383,489,956 100%

– 25 – The table below sets forth the shareholding structure of the Company (i) as at the date of this announcement; upon allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares (ii) as at the Completion Date and (iii) as at the Retained Consideration Release Date (assuming completion under the Sale and Purchase Agreement, the Subscription Agreements and the Placing Agreement (where all Placing Shares are placed under the Placing Agreement) having occurred, the number of Shares owned by each of the Shareholders below remain unchanged and no other changes to the issued share capital of the Company):

Immediately after the Immediately after the allotment and issue of the allotment and issue of all Consideration Shares, the the Consideration Shares Subscription Shares and as at the Retained the Placing Shares as at Consideration Release Date the Completion Date (assuming completion (assuming completion under the Sale and under the Sale and Purchase Agreement, the Purchase Agreement, the Subscription Agreements Subscription Agreements and the Placing Agreement and the Placing Agreement (where all Placing Shares (where all Placing Shares are placed under the are placed under the Placing Agreement) having Placing Agreement) having occurred, the number of occurred, the number of Shares owned by each of Shares owned by each of the Shareholders below the Shareholders below remain unchanged and no remain unchanged and no other changes to the issued other changes to the issued share capital of the As at the date of share capital of the Company and no Retained Name of Shareholders this announcement Company) Consideration Adjustment)

Directors ZhangXiaodong 2,763,500,000 17.99% 2,763,500,000 8.12% 2,763,500,000 7.58% LauWanPo 15,000,000 0.10% 15,000,000 0.04% 15,000,000 0.04%

The Seller —— 2,419,354,838 7.10% 4,838,709,676 13.27%

Subscribers Origin Development Limited —— 7,840,000,000 23.02% 7,840,000,000 21.50% Crystal Fount Investment Limited —— 1,606,000,000 4.72% 1,606,000,000 4.40% Ai Qing —— 1,459,629,000 4.29% 1,459,629,000 4.00% Zheng Kuanjian —— 1,276,000,000 3.75% 1,276,000,000 3.50%

Placees (not less than 6) —— 4,088,000,000 12.00% 4,088,000,000 11.20%

Public shareholders 12,584,651,280 81.91% 12,584,651,280 36.96% 12,584,651,280 34.51%

Total 15,363,151,280 100% 34,052,135,118 100% 36,471,489,956 100%

– 26 – EQUITYFUNDRAISINGACTIVITIESINTHEPASTTWELVEMONTHS

The Company has conducted the following fund raising activities in the past twelve months from the date of this announcement:

Date of Fund raising Intended use of announcement activities Netproceeds proceeds as announced Actual use of proceeds

28 October 2015 Placing of Bonds Approximately Intended to provide the Approximately HK$97,000,000 Company with sufficient HK$97,000,000 is capital for future acquisition unutilized as at the date of opportunities this announcement. It is the current intention of the Company that the remaining unutilized net proceeds raised from the placing of bonds will be used for funding future acquisition opportunities, which accords with the specific uses as previously announced by the Company.

11 November 2015 Placing of Shares Approximately As disclosed in the In accordance with the HK$157,300,000 announcement of the specific uses as previously Company dated 11 announced by the Company, November 2015, approximately HK$157,000,000 is HK$157,300,000 was paid intended to be fully utilized as cash consideration for for future acquisition the acquisition of Key Rich opportunity. Corporation Limited, a company engaging in the provision of a peer-to-peer financial intermediary services on 31 December 2015.

INFORMATIONOFTHEGROUP

The Group is principally engaged in the core business of (i) sports-related businesses and (ii) the design, development and operation of the mobile and web games, and in the affiliated businesses of (iii) P2P financial intermediary services and other relevant consultation services. According to the Interim Results announcement of the Company dated 29 August 2016, the Group plans to focus on developing and expanding its sports — related businesses in the future and further explore the opportunities presented by ‘‘Internet + Sports’’.

– 27 – PROPOSEDINCREASEINAUTHORISEDSHARECAPITAL

The current authorised share capital of the Company is HK$100,000,000 divided into 40,000,000,000 Shares. As at the date of this announcement, 15,363,151,280 Shares were in issue. Assuming the each of the Acquisition, the Subscription and the Placing has successfully completed, 21,108,338,676 Shares will be allotted and issued. Taking into account the aforesaid and in order to provide the Company with flexibility for fund raising by allotting and issuing new Shares in the future as and when appropriate for future investment opportunities and other corporate purposes, the Board proposed to increase the authorised share capital of the Company from HK$100,000,000 divided into 40,000,000,000 Shares to HK$200,000,000 divided into 80,000,000,000 Shares by the creation of additional 40,000,000,000 Shares, all of which will rank pari passu with all existing Shares. The proposed Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

IMPLICATIONSUNDERTHELISTINGRULES

As one or more of the applicable percentage ratios (as defined under the Listing Rules) of the Acquisition exceeds 25%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. As the Preliminary Valuations are regarded as a profit forecast under Rule 14.61 of the Listing Rules, information in compliance with Rule 14.62 of the Listing Rules in respect of the said profit forecast will be contained in the Circular. A valuation report on the Real Property in compliance with the requirements of Chapter 5 of the Listing Rules will be included in the Circular to be despatched to the Shareholders.

GENERAL

The EGM will be held for the purpose of considering and, if thought fit, approving the relevant ordinary resolution(s) in respect of (i) the Sale and Purchase Agreement and the Acquisition contemplated thereunder and the Acquisition Specific Mandate; (ii) the Subscription Agreements and the Subscriptions contemplated thereunder and the Subscription Specific Mandate; (iii) the Placing Agreement and the Placing contemplated thereunder and the Placing Specific Mandate; and (iv) the Increase in Authorised Share Capital. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition the Subscriptions and the Placing and therefore no Shareholder is required to abstain from voting at the EGM.

The Circular containing, amongst other things, details of the Sale and Purchase Agreement, the Acquisition, the Subscriptions and the Placing, financial information in relation to the Target Group, the pro-forma financial statement of the Group, a valuation report of the Real Property Project and other disclosure requirements under the Listing Rules regarding the transactions contemplated under the Sale and Purchase Agreement and a notice convening the EGM is expected to be despatched to the Shareholders on or before 21 October 2016, which is more than 15 business days (as defined under the Listing Rules) after the publication of this announcement, as the Company requires additional time to prepare necessary information for inclusion in the Circular.

– 28 – Completion, Subscription Completion and Placing Completion are subject to the respective conditions precedent under the relevant agreements having been satisfied within the prescribed timeframe. As such, the Acquisition, the Subscription and the Placing may or may not materialise. Shareholders and potential investors should therefore exercise caution when dealing in the shares of the Company.

DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this announcement:

‘‘Acquisition’’ means the transactions contemplated under the Sale and Purchase Agreement

‘‘Acquisition Specific means a specific mandate to be sought from the Independent Mandate’’ Shareholders at the EGM to satisfy the allotment and issue of the Consideration Shares

‘‘Circular’’ means the circular to de despatched to the Shareholders containing further information in relation to, among others, (i) the Acquisition, (ii) the Subscription and (iii) the Placing under the Listing Rules

‘‘Company’’ means New Sports Group Limited, a company incorporated under the laws of Cayman Islands with limited liability and whose shares are listed on the Stock Exchange

‘‘Completion’’ means the completion of the sale and purchase of the Target Share in the Target Company and the assignment of the Seller’s rights, title, interest and benefits in and to the Loan in accordance with the Sale and Purchase Agreement

‘‘Completion Date’’ means the date of Completion and Subscription Completion, which is the date within 10 business days after the date on which the Conditions Precedent under the Sale and Purchase Agreement and the Subscription Conditions Precedent under the Subscription Agreements are satisfied or waived or such other date as the parties to the Sale and Purchase Agreement and the Subscription Agreements may agree in writing

‘‘Conditions Precedent’’ means the conditions precedent to Completion under the Sale and Purchase Agreement

‘‘Consideration’’ means the total consideration for the sale and purchase of the Target Share and the assignment of the Loan, being initially HK$1,000,000,000, subject to adjustment as set out in the paragraph headed ‘‘Retained Consideration Adjustments’’

– 29 – ‘‘Consideration Shares’’ means such number of Shares to be issued and allotted by the Company at the Issue Price as settlement of part of the Consideration under the Sale and Purchase Agreement

‘‘Crystal Fount Investments means Crystal Fount Investments Limited (晶泉投資有限公 Limited’’ 司), a company incorporated in the British Virgin Islands, an investor of the Subscription Shares

‘‘Director(s)’’ means the director(s) of the Company

‘‘EGM’’ means an extraordinary general meeting to be convened by the Company to consider and approve (i) the Sale and Purchase Agreement and the Acquisition contemplated thereunder and the Acquisition Specific Mandate; (ii) the Subscription Agreements and the Subscriptions contemplated thereunder and the Subscription Specific Mandate; (iii) the Placing Agreement and the Placing contemplated thereunder and the Placing Specific Mandate; and (iv) the Increase in Authorised Share Capital

‘‘Group’’ means the Company and its subsidiaries

‘‘HK$’’ means Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

‘‘Increase in Authorised the proposed increase in the authorised share capital of the Share Capital’’ Company from HK$100,000,000 divided into 40,000,000,000 Shares to HK$200,000,000 divided into 80,000,000,000 Shares by the creation of an additional 40,000,000,000 Shares

‘‘Indemnified Person(s)’’ means the Purchaser, each member of the Target Group and their respective successors in title, officers, directors, employees, workers and agents

‘‘Independent Shareholder(s)’’ means shareholders of the Company other than those (and their respective associates who have a material interest in the Acquisition and the Subscriptions together with the transactions contemplated thereunder and the grant of the Acquisition Specific Mandate and the Subscription Specific Mandate

‘‘Independent Third Party’’ means a person independent of the Company and its connected persons (as defined in the Listing Rules)

‘‘Initial Consideration’’ means the part of the Consideration which shall be settled at Completion, being HK$850,000,000

– 30 – ‘‘Issue Price’’ means the price per Shares at which the Considerations Shares will be issued and initially at HK$0.062 per Share (subject to Issue Price Adjustment)

‘‘Issue Price Adjustment’’ has the meaning given to it under the paragraph headed ‘‘Issue Price Adjustment’’ in this announcement

‘‘Listing Approval’’ means the Stock Exchange having granted the listing of, and permission to deal in, the Consideration Shares on the Stock Exchange

‘‘Listing Rules’’ means the Rules Governing the Listing of Securities on the Stock Exchange

‘‘Loan’’ means the loan owing from the Target Group to the Seller as at the Completion Date (but immediately prior to Completion) in the amount of HK$882,000,000)

‘‘Long Stop Date’’ means 30 June 2017 or such other date as mutually agreed by the Purchaser and the Seller

‘‘Ms. Ai Qing’’ an investor of the Subscription Shares

‘‘Ms. Zheng Kuanjian’’ an investor of the Subscription Shares

‘‘Notified Claims’’ means the amount of any claim made by the Purchaser against the Seller under any of the Transaction Documents

‘‘Operation Entrustment means the agreement dated 27 August 2014 (as Agreement’’ supplemented and amended by a supplemental agreement dated 13 October 2014) entered into between Shenzhen Yuejin Investment Company Limited* (深圳粵錦投資有限 公司) (currently known as Shenzhen Yuejin Sports Company Limited* (深圳粵錦體育有限公司)), being a member of the Target Group and Shenzhen Dapeng New District Management Committee* (深圳市大鵬新區管理委 員會) in relation to the entrustment of operation of Shenzhen Marine Sports Base and Sailing School by Shenzhen Dapeng New District Management Committee* to Shenzhen Yuejin Investment Company Limited* or its subsidiaries

‘‘Option Completion’’ means the completion of the sale and purchase of the Option Target Shares after exercise of the Put Option

‘‘Option Completion Date’’ means the date upon which an Option Completion takes place

‘‘Option Share Price’’ has the meaning given to it under the paragraph headed ‘‘Put Option’’ in this announcement

– 31 – ‘‘Option Target Shares’’ means all of the issued shares in the capital of the Target Company as at the Option Completion Date

‘‘Origin Development means Origin Development Limited (始創有限公司), a Limited’’ company incorporated in the British Virgin Islands, an investor of the Subscription Shares

‘‘Placee(s)’’ means any person(s) procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations under the Placing Agreement

‘‘Placing’’ the placing of the Placing Shares by or on behalf of the Placing Agent, on a best endeavour basis, to the Placee(s) pursuant to the Placing Agreement

‘‘Placing Agent’’ means China Yinsheng Securities Limited, a licensed corporation to carry out Type 1 (Dealing in Securities), Type 2 (Dealing in Futures Contracts), Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities under the SFO, being the placing agent of the Company under the Placing

‘‘Placing Agreement’’ means the placing agreement entered into between China Yinsheng Securities Limited and the Company dated 19 September 2016 in relation to the issue and allotment of up to 4,088,000,000 Shares to not less than six Placees pursuant to the Placing Specific Mandate

‘‘Placing Completion’’ means the completion of the placing of new Shares in accordance with the Placing Agreement

‘‘Placing Completion Date’’ means the date of Placing Completion, which is the date which is within 10 business days after the date on which the Placing Conditions Precedent under the Placing Agreement are satisfied or such other date as the parties to the Placing Agreement may agree in writing

‘‘Placing Condition(s) means the conditions precedent to Placing Completion under Precedent’’ the Placing Agreement

‘‘Placing Long Stop Date’’ means 30 June 2017 or such other date as mutually agreed by the Company and the Placing Agent

‘‘Placing Price’’ means HK$0.062 per Placing Share

‘‘Placing Shares’’ means 4,088,000,000 new Shares to be issued by the Company pursuant to the terms of the Placing Agreement

– 32 – ‘‘Placing Specific Mandate’’ means a specific mandate to be sought from the independent shareholders of the Company at the EGM to satisfy the allotment and issue of the Placing Shares

‘‘PRC’’ means the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

‘‘Purchaser’’ means New Sports Investment Holding Limited, a company incorporated under the laws of the British Virgin Islands, and a wholly-owned subsidiary of the Company

‘‘Put Option’’ has the meaning given to it under the paragraph headed ‘‘Put Option’’ in this announcement

‘‘Real Property’’ means 2 blocks (block number 1 and 4) of the 6-storey apartments and 5 blocks (block number 16, 17, 18, 19 and 20) of the 2-storey commercial blocks in a composite development situated at Chenyu Road East, Pingluo Road, Yuhong District, Shenyang City, Liaoning Province, the PRC

‘‘Retained Consideration’’ means the part of the Consideration which shall be settled post-Completion and on or before the Retained Consideration Release Date, being initially HK$150,000,000, which is subject to the Retained Consideration Adjustment

‘‘Retained Consideration has the meaning given to it under the paragraph headed Adjustment’’ ‘‘Retained Consideration Adjustment’’ in this announcement

‘‘Retained Consideration means a date in 2019 which is no later than 30 April 2019 Release Date’’

‘‘RMB’’ means Renminbi, the lawful currency of the PRC

‘‘Sale and Purchase means the agreement dated 19 September 2016 entered into Agreement’’ among the Company, the Purchaser, the Seller and the Seller Guarantor in relation to the acquisition of the Target Share in the Target Company and the assignment of all the Seller’s rights, title, interest and benefits in and to the Loan

‘‘School Business’’ means the business of the provision of tuition services at a school located at Shenzhen Marine Sports Base and Sailing School

– 33 – ‘‘Seller’’ means Yue Jin International Limited (粵錦國際有限公司), a company incorporated under the laws of the British Virgin Island the entire issued shares of which are held by the Seller Guarantor

‘‘Seller Guarantor’’ Mr. Cheung Chun Shun (張振純)

‘‘SFO’’ means Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

‘‘Share(s)’’ means ordinary share(s) of HK$0.0025 each in the share capital of the Company

‘‘Shareholder(s)’’ means holder(s) of the Share(s)

‘‘Shenzhen Marine Sports means the marine sports base and sailing school located at Base and Sailing School’’ Judiaosha, Xindong Road, Nan’ao sub-district, Longgang District, Shenzhen (深圳市龍崗區南澳街道新東路桔釣沙片 區)

‘‘Stock Exchange’’ means The Stock Exchange of Hong Kong Limited

‘‘Subscribers’’ means Origin Development Limited, Crystal Fount Investments Limited, Ms. Ai Qing and Ms. Zheng Kuanjian

‘‘Subscription(s)’’ means the subscription of the Subscription Shares by each of Origin Development Limited, Crystal Fount Investments Limited, Ms. Ai Qing and Ms. Zheng Kuanjian pursuant to their respective Subscription Agreements

‘‘Subscription Agreement(s)’’ means the subscription agreement(s) entered into between the Company and each of Origin Development Limited, Crystal Fount Investments Limited, Ms. Ai Qing and Ms. Zheng Kuanjian dated 19 September 2016 in relation to the issue and allotment of an aggregate of 12,181,629,000 Shares

‘‘Subscription Condition(s) means the conditions precedent to Subscription Completion Precedent’’ under Subscription Agreements

‘‘Subscription Completion’’ means the completion of the allotment and issue of new Shares in accordance with the Subscription Agreements

‘‘Subscription Long Stop means 30 June 2017 or such other dates as mutually agreed Date’’ by the Company and the respective Subscribers

‘‘Subscription Shares’’ means 12,181,629,000 new Shares to be subscribed by the Subscribers under their respective Subscription Agreements

– 34 – ‘‘Subscription Specific means a specific mandate to be sought from the Independent Mandate’’ Shareholders at the EGM to satisfy the allotment and issue of the Subscription Shares

‘‘Subscription Price’’ means HK$0.062 per Subscription Share

‘‘Target Company’’ means Yue Jin Asia Limited* (粵錦亞洲有限公司), a company incorporated under the laws of the British Virgin Island and a wholly owned subsidiary of the Seller

‘‘Target Group’’ means the Target Company and its subsidiaries

‘‘Target Share’’ means 1 share of the Target Company to be sold by the Seller to the Purchaser pursuant to the Sale and Purchase Agreement, representing the entire issued share capital of the Target Company

‘‘Transaction Documents’’ mean the Sale and Purchase Agreement, the loan assignment and the tax deed

‘‘Yacht Club Business’’ means the business of operating a yacht club located at the Shenzhen Marine Sports Base and Sailing School

By order of the Board New Sports Group Limited Zhang Xiaodong Chairman

Hong Kong, 19 September 2016

* For identification purpose only

As at the date of this announcement, the Company’s executive directors are Mr. Zhang Xiaodong, Mr. Lau Wan Po and Ms. Xia Lingjie; and the independent non- executive directors are Mr. Chen Zetong, Mr. Chui Man Lung, Everett, Ms. He Suying and Dr. Tang Lai Wah.

– 35 –