Eforce HOLDINGS LIMITED 意科控股有限公司* (Incorporated in Bermuda with Limited Liability) (Stock Code: 943)

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 offer to acquire, purchase or subscribe for the securities of the Company referred to in this announcement.

eFORCE HOLDINGS LIMITED 意科控股有限公司* (Incorporated in Bermuda with limited liability) (Stock code: 943)

MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN A COMPANY PRINCIPALLY ENGAGED IN PRIMARY LAND DEVELOPMENT PROJECTS IN THE PRC INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

THE ACQUISITION On 14 September 2018 (after trading hours of the Stock Exchange), the Purchaser (a wholly-owned subsidiary of the Company) and Qianhai CITIC entered into the Acquisition Agreement, pursuant to which, among other things, the Purchaser conditionally agreed to acquire, and Qianhai CITIC conditionally agreed to procure the SPV to sell, the Sale Shares, which represent the entire issued share capital of the Target Company as at the Completion Date at an aggregate Consideration of RMB520,000,000 (equivalent to approximately HK$596,980,656), subject to the adjustment mechanism as mentioned in the paragraph headed “Adjustment to the Consideration” below. The Consideration is to be satisfied as to RMB260,000,000 (equivalent to approximately HK$298,490,328) in cash and as to RMB260,000,000 (equivalent to approximately HK$298,490,328) by way of allotment and issue of the Consideration Shares by the Company to the SPV or its nominee(s) upon Completion.

* For identification purpose only

1 Following completion of the Reorganisation, the Target Company will be the holding company of the Target Group which will be principally engaged in primary land development projects in the PRC through its subsidiaries and associated companies. Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and its financial results will be consolidated into the financial statements of the Enlarged Group.

LISTING RULES IMPLICATION As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisition exceeds 25% but all are less than 100%, the Acquisition constitutes a major transaction for the Company and is therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

GENERAL The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Acquisition Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition which is different from other Shareholders, and therefore no Shareholder is required to abstain from voting at the SGM.

A circular containing, among other things, (i) details of the Acquisition Agreement; (ii) financial information and other information of the Group; (iii) financial information of the Target Group; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the valuation report of CITIC Ruifeng; and (vi) a notice of the SGM is expected to be despatched to the Shareholders on or before 26 October 2018 as additional time is required for preparing the information to be included in the circular.

INTRODUCTION On 14 September 2018 (after trading hours of the Stock Exchange), the Purchaser (a wholly-owned subsidiary of the Company) and Qianhai CITIC entered into the Acquisition Agreement, pursuant to which, among other things, the Purchaser conditionally agreed to acquire, and Qianhai CITIC conditionally agreed to procure the SPV to sell, the Sale Shares, which represent the entire issued share capital of the Target Company as at the Completion Date at an aggregate Consideration of RMB520,000,000 (equivalent to approximately HK$596,980,656), subject to the adjustment mechanism as mentioned in the paragraph headed “Adjustment to the Consideration” below.

2 Principal terms and conditions of the Acquisition Agreement are set out below.

THE ACQUISITION AGREEMENT Date: 14 September 2018

Parties: (i) Purchaser: Grand Prominent International Limited (a wholly-owned subsidiary of the Company); and

(ii) Vendor: Qianhai CITIC, which will novate its rights and obligations under the Acquisition Agreement to the SPV, the holding company of the Target Company upon completion of the Reorganisation

The Reorganisation Pursuant to the Acquisition Agreement, it is one of the conditions precedent to Completion that Qianhai CITIC and the Target Group shall complete the Reorganisation which involves (i) the incorporation of the HK Holdco to be wholly owned by Qianhai CITIC; (ii) the incorporation of the SPV to be wholly owned by the HK Holdco; (iii) the incorporation of the Target Company to be wholly owned by the SPV; (iv) the incorporation of the HK Company to be wholly owned by the Target Company; (iv) the transfer of 100% equity interest in CITIC Ruifeng held by Qianhai CITIC to the HK Company; and (v) the transfer of the respective equity interests in CITIC Fengda, CITIC Xinqiao, CITIC Guangdong, CITIC Pengfeng and CITIC Zhiyuan held by Qianhai CITIC to CITIC Ruifeng.

Upon completion of the Reorganisation, CITIC Ruifeng will be the holding company of CITIC Fengda, CITIC Xinqiao, CITIC Guangdong, CITIC Pengfeng and CITIC Zhiyuan, and Qianhai CITIC will remain as the beneficial owner of CITIC Ruifeng through its interests in the HK Holdco, the SPV, the Target Company and the HK Company. Details of the group structure of the Target Group before and after the Reorganisation are set out in the section headed “Information of the Target Group” below.

Novation Upon completion of the Reorganisation, Qianhai CITIC, the SPV and the Purchaser will enter into a deed of novation, pursuant to which, Qianhai CITIC shall novate its rights and obligations under the Acquisition Agreement to the SPV.

Assets to be acquired Pursuant to the Acquisition Agreement, the Purchaser conditionally agreed to acquire, and Qianhai CITIC conditionally agreed to procure the SPV to sell, the Sale Shares, which represent the entire issued share capital of the Target Company as at the Completion Date. Details of the Target Group are set out in the section headed “Information of the Target Group” below.

3 Consideration Subject to the adjustment mechanism as set out in the paragraph headed “Adjustment to the Consideration” below, the Consideration of RMB520,000,000 (equivalent to approximately HK$596,980,656) shall be satisfied by the Purchaser in the following manner:

(i) as to RMB260,000,000 (equivalent to approximately HK$298,490,328) shall be payable by way of allotment and issue of the Consideration Shares by the Company to the Vendor or its nominee(s) on the Completion Date; and

(ii) as to RMB260,000,000 (equivalent to approximately HK$298,490,328) (subject to the adjustment as set out below) shall be payable by the Purchaser to the Vendor or its nominee(s) in cash or any other way as agreed between the parties to the Acquisition Agreement on the Completion Date.

Pursuant to the Acquisition Agreement, the exchange rate used in the calculation of the Consideration is fixed at HK$1=RMB0.87105.

Adjustment to the Consideration On a date no later than three (3) Business Days prior to the Completion Date, the Purchaser shall provide a confirmation to the Vendor confirming the aggregate amount of the outstanding social insurance fund or provident fund to be paid by the members of the Target Group in accordance with the relevant PRC laws and regulations as at the date of the aforesaid confirmation (the “Outstanding Balance”). The cash portion of the Consideration of RMB260,000,000 (equivalent to approximately HK$298,490,328) shall be adjusted and deducted by an amount equal to the Outstanding Balance (if any).

Basis of the Consideration The Consideration was determined after arm’s length negotiations between the Purchaser and Qianhai CITIC with reference to (i) the consideration paid by CITIC M&A Fund to an independent third party for the acquisition of 49% equity interest in CITIC Jinyu in June 2018; (ii) the capital injection of RMB150 million into CITIC Jinyu made by Shanghai Zhongda in consideration for the allotment and issue of approximately 16.67% equity interest in CITIC Jinyu to Shanghai Zhongda in August 2018; (iii) the aggregate net asset value of other members of the Target Group (excluding CITIC Fengda which is the holding company of CITIC Jinyu) as at 30 June 2018; and (iv) the future business prospects of the Target Group, details of which are set out in the section headed “Information of the Target Group” below.

It is expected that Mr. Leung Chung Shan, the controlling shareholder of the Company, will provide a shareholder’s loan in the principal amount of HK$300,000,000 to the Company upon Completion and the cash portion of the Consideration will be funded by such shareholder’s loan.

4 The Consideration Shares Pursuant to the Acquisition Agreement, the Company will allot and issue 1,938,248,881 Consideration Shares at the Issue Price of HK$0.154 per Consideration Share to the Vendor or its nominee(s) on the Completion Date to satisfy part of the Consideration.

The Consideration Shares represent:

(i) approximately 22.07% of the entire issued share capital of the Company as at the date of this announcement; and

(ii) approximately 18.08% of the entire issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

The Issue Price of HK$0.154 per Consideration Share represents:

(i) a discount of approximately 6.10% to the closing price of the Shares of HK$0.164 per Share as quoted on the Stock Exchange on the Last Trading Day;

(ii) a discount of approximately 4.23% to the average closing price of the Shares of HK$0.1608 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day;

(iii) a discount of approximately 5.81% to the average closing price of the Shares of HK$0.1635 per Share as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day; and

(iv) a premium of approximately 4.76% over the unaudited consolidated net asset value per Share of approximately HK$0.147 (based on the unaudited equity attributable to the owners of the Company of approximately HK$1,288 million as at 30 June 2018 as disclosed in the interim result announcement of the Company for the six months ended 30 June 2018 and 8,783,417,951 Shares in issue as at the date of this announcement).

The Issue Price was determined after arm’s length negotiations between the Purchaser and Qianhai CITIC taking into account, among other things, the prevailing market performance of the Shares. The Directors consider that the Issue Price is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The Consideration Shares will be issued under the Specific Mandate to be sought from the Shareholders at the SGM. The Consideration Shares shall rank pari passu in all respects with the Shares in issue on the date of the allotment and issue of the Consideration Shares.

Application for the listing of, and permission to deal in, the Consideration Shares to be allotted and issued pursuant to the Acquisition Agreement will be made by the Company to the Stock Exchange.

5 Conditions precedent Completion is conditional upon:

(i) the Purchaser being satisfied with the results of the due diligence review on the assets, liabilities, operations and affairs of the Target Group to be conducted by the Purchaser and/or its advisers and agents;

(ii) if applicable, the passing of the resolutions by the Shareholders at the SGM to approve the Acquisition Agreement and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Consideration Shares);

(iii) the Reorganisation having been completed to the reasonable satisfaction of the Purchaser (including but not limited to the settlement of all considerations arising from any share or equity transfer involved in the Reorganisation);

(iv) a PRC legal opinion issued by a PRC legal adviser designated by the Company in such form and substance to the reasonable satisfaction of the Purchaser in respect of the Acquisition Agreement and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Consideration Shares), the PRC subsidiaries of the Target Group and the Reorganisation having been obtained;

(v) all necessary consents and approvals to be obtained on the part of the Vendor and the Target Group in respect of the Acquisition Agreement and the transactions contemplated thereunder having been obtained and the Acquisition Agreement and the transactions contemplated thereunder shall not result in the Target Group losing any of its interests in the Target Projects;

(vi) all necessary consents and approvals to be obtained on the part of the Purchaser in respect of the Acquisition Agreement and the transactions contemplated thereunder having been obtained;

(vii) a valuation report prepared by an independent professional valuer appointed by the Company in such form and substance satisfactory to the Company which shows the value of CITIC Ruifeng to be not less than RMB520,000,000 having been obtained and included in the circular of the Company in respect of the Acquisition;

(viii) the Stock Exchange having granted the listing of and permission to deal in the Consideration Shares;

6 (ix) all warranties stipulated in the Acquisition remaining true, accurate and not misleading, and there being no event occurring or matter arising which may render or renders breaches to the warranties in relation to Qianhai CITIC, the Vendor and/ or the Target Group stipulated in the Acquisition Agreement;

(x) the Purchaser being satisfied that there being no material adverse change in any members of the Target Group since the date of the Acquisition Agreement;

(xi) Qianhai CITIC being satisfied that there being no material adverse change in any members of the Group since the date of the Acquisition Agreement; and

(xii) the Vendor having confirmed that the shareholders of CITIC Jinyu agreed with the transactions contemplated under the Acquisition Agreement (including but not limited to the Reorganisation and the Acquisition) and it would not exercise any tag-along and pre-emptive rights in respect of the Acquisition Agreement and the transactions contemplated thereunder (including but not limited to the Reorganisation and the Acquisition).

The Purchaser may at any time at its absolute and sole discretion waive any of the conditions set out in (i), (iv), (ix) and (x) above by notice in writing to the Vendor. The Vendor may at any time at its absolute and sole discretion waive the condition set out in (xi) above by notice in writing to the Purchaser. Save for the aforementioned, none of the conditions set out above shall be waived by the parties to the Acquisition Agreement.

If any of the above conditions have not been fulfilled or waived (as the case may be) on or before 31 December 2018 (or such later date as the Purchaser and the Vendor may agree in writing), the Acquisition Agreement shall cease and determine and neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the Acquisition Agreement.

Completion Completion will take place within ten (10) Business Days after fulfillment or waiver (as the case may be) of all of the conditions precedent to the Acquisition Agreement, or such other date as the parties to the Acquisition Agreement may agree in writing.

Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and its financial results will be consolidated into the financial statements of the Enlarged Group.

7 CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon Completion and the allotment and issue of the Consideration Shares:

(ii) Immediately upon Completion and the allotment and (i) As at the date of issue of the this announcement Consideration Shares Number of Number of Shares % Shares %

Mr. Leung Chung Shan (Note) 4,233,534,364 48.20 4,233,534,364 39.48

Mr. Lim Kim Chai 1,569,420,951 17.87 1,569,420,951 14.64

The Vendor – – 1,938,248,881 18.08

Public Shareholders 2,980,462,636 33.93 2,980,462,636 27.80

Total 8,783,417,951 100.00 10,721,666,832 100.00

Note: Mr. Leung Chung Shan is the Chairman and executive Director of the Company.

INFORMATION OF QIANHAI CITIC Qianhai CITIC is currently engaged by Pacific Memory Sdn Bhd, a company which is owned as to 35% by the Company, to run the overall management of the development of a parcel of leasehold land in Malaysia for commercial development purposes, details of which are disclosed in the circular of the Company dated 15 February 2018. Save for the above, there was no other relationship between any members of the Group and Qianhai CITIC.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Qianhai CITIC and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

INFORMATION OF SHANGHAI ZHONGDA Shanghai Zhongda is a wholly-owned subsidiary of one of the largest real estate companies in Asia which is an owner and manager of a global portfolio comprising integrated developments, shopping malls, serviced residences and offices, and the shares of which are listed in Singapore. In August 2018, Shanghai Zhongda completed the capital injection of RMB150 million into CITI Jinyu to obtain 16.67% equity interest in CITIC Jinyu.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Shanghai Zhongda and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

8 INFORMATION OF THE TARGET GROUP Group structure Set out below is the group structure of the Target Group (i) before completion of the Reorganisation; (ii) immediately after completion of the Reorganisation; and (iii) immediately after Completion.

(i) Group structure of the Target Group before completion of the Reorganisation

Qianhai CITIC

100% CITIC Ruifeng

100% 100%

CITIC CITIC Fengda Zhiyuan

100%

CITIC Securities City Development Shanghai Management (Shenzhen) Co., Ltd. Zhongda

99.9% 0.1% CITIC M&A Fund

40.83% 42.5% 16.67% 100% Luanping CITIC I CITIC J I3P I3P I3P I3P nvestment inyu P Group engfeng

10% 90% 30% 40% 30% 49%51% 40%60% L CITIC D CITIC X CITIC G aiyuan evelopment inqiao uangdong Project Company

100% Luanping Huawei

9 (ii) Group structure of the Target Group immediately after completion of the Reorganisation

Qianhai CITIC

100% HK Holdco

100% SPV

100% Target Company 100%

HK Company 100%

CITIC Ruifeng

100% CITIC Fengda

Shanghai Zhongda

CITIC M&A Fund

40.83% 42.5% 16.67% 100% Luanping CITIC Investment CITIC Jinyu I3PI3P I3P I3P Group Pengfeng 100% 10% 90% 30% 40% 30% 49% 51% 40% 60% Laiyuan CITIC CITIC Development CITIC Xinqiao CITIC Guangdong Project Company Zhiyuan

100% Luanping Huawei

(iii) Group structure of the Target Group immediately after Completion

Company

100%

Purchaser

100%

Target Company

100%

HK Company

100%

CITIC Ruifeng

100% CITIC Fengda

Shanghai Zhongda

CITIC M&A Fund

40.83% 42.5% 16.67% 100% Luanping CITIC Investment CITIC Jinyu I3P I3PI3P I3P Pengfeng Group 100% 10% 90% 30% 40% 30% 49% 51% 40%60% Laiyuan CITIC CITIC Development CITIC Xinqiao CITIC Guangdong Project Company Zhiyuan

100% Luanping Huawei

10 The Target Group The Target Company is an investment holding company to be incorporated in the BVI with limited liability. Upon completion of the Reorganisation, it will become a wholly-owned subsidiary of the SPV (a wholly-owned subsidiary of the HK Holdco which will be a wholly-owned subsidiary of Qianhai CITIC) and will wholly own the HK Company which will wholly own CITIC Ruifeng. CITIC Ruifeng will be interested in 100% of CITIC Fengda, 40% of CITIC Xinqiao, 51% of CITIC Guangdong, 100% of CITIC Pengfeng and 100% of CITIC Zhiyuan. The aforesaid subsidiaries and associates of the Target Company are principally engaged in primary land development projects in the PRC.

During the past few years, the Target Group entered into cooperative agreements with the local governments in the PRC in relation to certain land development projects. In November 2016, CITIC Jinyu entered into the cooperative agreement with the local governmental authority of Luanping County in relation to the Luanping Project. In March 2017, CITIC Xinqiao entered into the cooperative agreement with local government authority of Xinglong County in relation to the Xinglong Project. In August 2017, Qianhai CITIC entered into the cooperative agreement with the local government authority of Laiyuan County in relation to the Laiyuan Project. In 2017, CITIC Guangdong entered into the cooperative agreement with the local government authority of Foshan in relation to the Foshan Project. Pursuant to the cooperative agreements, the local government would be responsible for collection of land from the local residents and the arrangement of compensation to the local residents. The respective project companies of the Target Group would be responsible for the financing of the compensation to the local residents, as well as the construction of infrastructure in relation to the aforesaid land, including but not limited to, the building of transportation network, the infrastructure relating to the supply of water, electricity and gas, the infrastructure of drainage and communication network.

The cost of development of the infrastructure would be borne by the project companies and when the land is developed to a ready and saleable state, the government authority would sell it to the property developers through auctions. The project companies would recover its development costs from the proceeds received from the land sales by the government authority. The project companies would also be entitled to a fixed return of approximately 8-10% on the cost of development and a discretionary reward return based on the profit made from the land sales after deducting relevant costs.

Luanping Project Luanping County is one of the counties under the administration of Chengde, a prefecture-level city in Hebei Province, situated northeast of Beijing. Luanping County is located at the western part of Chengde and had a population of approximately 320,000 as at the end of 2017 with a total area of approximately 3,195 sq. km. Luanping County is famous for tourist spots such as Jinshanling Great Wall (金山嶺長城) and tourism constitutes one of its major industries in the tertiary sector.

11 Bakeshiying Town (巴克什營鎮) is situated in the southern tip of Luanping County, and is located in close proximity to Miyun District (密雲區) and Huairou District (懷柔區) of Beijing. It is approximately 130 km away from the city centre of Beijing.

The Luanping Project is expected to cover a development land area of approximately 12,000 mu. CITIC Development, an 90%-owned subsidiary of CITIC Jinyu, with the remaining 10% equity interest owned by Luanping Investment Group (a company wholly owned by Luanping County Finance Bureau), commenced the development of the Luanping Project in late 2016 and in September 2017, six parcels of land with an aggregate area of approximately 286 mu had been successfully bid by two major property developers in the PRC at a price of RMB1.54 million per mu. Certain parcels of land with an aggregate area of approximately 943 mu was sold by the government authority in 2018 at an average price of approximately RMB1.60 million per mu.

Xinglong Project Xinglong County is one of the fourteen counties in Hebei Province, and is situated northeast of Hebei Province. It had a population of approximately 320,000 as at the end of 2017 with a total area of approximately 3,116 sq. km. Xinglong County is approximately 120 km away from the city centre of Beijing and the high-speed railway only takes eighteen minutes from Beijing station to Xinglong County station. The County is famous for its natural environment and its famous tourist spots include Huangyaguan Great Wall (黃牙關長城) and Pinggu Jiangjunguan Great Wall (平谷將軍關長城).

The Xinglong Project is expected to cover a development land area of approximately 24,330 mu which will be further developed as different types of area including an ecological city, a technology innovation intelligence valley, a characteristic town and an ecological conservation valley. Since 2017, the local government and the project company have been conducting planning work of the entire project.

Laiyuan Project Laiyuan Project is a county in western Hebei Province and is approximately 210 km away from the city centre of Beijing. It has a total area of approximately 2,430 sq. km. The famous tourist spots include Wulonggou Great Wall (烏龍溝段長城) and Baishishan (白石山).

The Laiyuan Project is expected to cover a development land area of approximately 3,100 mu of which 2,500 mu of land would be surrounding Baishishan. Qianhai CITIC has established CITIC Pengfeng, which has formed a project company with an Independent Third Party to carry out the development work of the Laiyuan Project. CITIC Pengfeng is interested in 60% of the project company. Since November 2017, the local government and the project company have been conducting planning work of the entire project.

12 Foshan Project Foshan is a prefecture-level city in central Guangdong Province, the PRC. The entire prefecture covers 3,848.49 sq. km. The Foshan Project is expected to cover a development land area of approximately 1,857 mu, which would be located in Nanhai District in Foshan, and is planned to be developed into a technology industry town. Qianhai CITIC formed CITIC Guangdong with an Independent Third Party in January 2017 and CITIC Guangdong entered into the cooperative agreement with the government authority in Foshan and is responsible for the development work of the Foshan Project. Since the entering of the cooperative agreement with the local government authority, CITIC Guangdong has been conducting planning work of the entire project.

Financial information of the Target Group The Target Company and the HK Company will be incorporated upon completion of the Reorganisation and no financial information is available for these two companies for the two years ended 31 December 2016 and 2017. The Target Company will be a holding company whose only asset is the 100% equity interest in CITIC Ruifeng through its interest in the HK Company.

CITIC Ruifeng CITIC Ruifeng was incorporated on 25 October 2017. Since there was no operation since its incorporation, the unaudited consolidated net profit before and after taxation of CITIC Ruifeng for the period from 25 October 2017 (date of incorporation of CITIC Ruifeng) to 31 December 2017 was nil. The unaudited consolidated net asset of CITIC Ruifeng as at 30 June 2018 was also nil.

Since CITIC Fengda, CITIC Xinqiao, CITIC Guangdong, CITIC Pengfeng and CITIC Zhiyuan will only become subsidiaries or associates of CITIC Ruifeng upon the completion of the Reorganisation, the above unaudited consolidated financial results did not include those of CITIC Fengda, CITIC Xinqiao, CITIC Guangdong, CITIC Pengfeng and CITIC Zhiyuan. Therefore, the financial results of these companies are presented separately as below.

CITIC Fengda CITIC Fengda was incorporated on 11 December 2017. Since there was no operation in 2017, the unaudited net profit before and after taxation of CITIC Fengda for the period from 11 December 2017 (date of incorporation of CITIC Fengda) to 31 December 2017 was nil. The unaudited net liabilities of CITIC Fengda as at 30 June 2018 were RMB236,286.

CITIC Jinyu will become a 42.5% associate of CITIC Fengda upon completion of the Reorganisation and its financial results were not included in the above financial results of CITIC Fengda. Therefore, the financial results of CITIC Jinyu are also presented separately as below.

13 CITIC Jinyu CITIC Jinyu was incorporated on 21 July 2016. Set out below is the unaudited consolidated financial information of CITIC Jinyu for the period from 21 July 2016 (date of incorporation of CITIC Jinyu) to 31 December 2016 and for the year ended 31 December 2017:

From 21 July 2016 (date of incorporation of CITIC For the year Jinyu) to 31 ended 31 December December 2016 2017 (RMB) (RMB) (unaudited) (unaudited)

Loss before taxation 2,916,153 39,629,774 Loss after taxation 2,916,153 39,629,774

The unaudited consolidated net liabilities of CITIC Jinyu as at 30 June 2018 were RMB5,146,146.

CITIC Xinqiao CITIC Xinqiao was incorporated on 11 May 2015. Set out below is the unaudited consolidated financial information of CITIC Xinqiao for the two years ended 31 December 2016 and 2017:

For the year For the year ended 31 ended 31 December December 2016 2017 (RMB) (RMB) (unaudited) (unaudited)

Loss before taxation 6,938,070 6,496,467 Loss after taxation 6,938,070 6,496,467

The unaudited consolidated net assets of CITIC Xinqiao as at 30 June 2018 were RMB7,331,725.

CITIC Guangdong CITIC Guangdong was incorporated on 24 January 2017. The unaudited consolidated net loss before and after taxation of CITIC Guangdong for the period from 24 January 2017 (date of incorporation of CITIC Guangdong) to 31 December 2017 was RMB1,200,291. The unaudited consolidated net assets of CITIC Guangdong as at 30 June 2018 were RMB3,113,374.

14 CITIC Pengfeng CITIC Pengfeng was incorporated on 26 October 2017. Since there is no operation in 2017, the unaudited consolidated net profit before and after taxation of CITIC Pengfeng for the period from 26 October 2017 (date of incorporation of CITIC Guangdong) to 31 December 2017 was nil. The unaudited consolidated net assets of CITIC Pengfeng attributable to the owner of CITIC Pengfeng as at 30 June 2018 were RMB7,802,798.

CITIC Zhiyuan CITIC Zhiyuan was incorporated on 10 December 2014. Set out below is the unaudited consolidated financial information of CITIC Zhiyuan for the two years ended 31 December 2016 and 2017:

For the year For the year ended 31 ended 31 December December 2016 2017 (RMB) (RMB) (unaudited) (unaudited)

Loss before taxation 1,626,488 119,264 Loss after taxation 1,626,488 119,264

The unaudited consolidated net assets of CITIC Zhiyuan as at 30 June 2018 were RMB765,257.

REASONS FOR AND BENEFITS OF THE ACQUISITION The Group is principally engaged in manufacture and sale of healthcare and household products, coal mining business, production, sale of organic agricultural and fertiliser products and money lending business.

As disclosed in the interim results announcement of the Company dated 30 August 2018, the management will continue to identify suitable investment opportunities to drive sustainable growth for the Group and to enhance long-term corporate value. To this end, the Company has identified the Target Company as an acquisition target with potential growth.

The management of the Target Group had been engaging in primary land development in the PRC for over ten years and they are experienced in the cooperation with local government, the development of the infrastructure as well as raising funds for the development projects. They were previously engaged in similar development projects in Hainan Province, Chengdu, Huizhou, Shantou and Shenzhen in the PRC.

15 As stated in the section headed “Information of the Target Group” above, the Target Group has entered into cooperative agreements with local government in the PRC. The ongoing projects of the Target Group are located in Hebei Province and Guangdong Province. The Luanping Project already sold six parcels of land at the price of RMB1.54 million per mu in 2017 and certain panels of land at an average price of approximately RMB1.60 million per mu in 2018. A number of property developers had indicated their interest in the future development on the area under the Luanping Project. As the land sale was conducted as planned, it is expected that the Luanping Project will become profitable in the near future with its promising prospect. As a result, the result of the Target Group is expected to contribute to the profitability of the Group upon completion of the Acquisition.

On the other hand, according to the CREIS China Index Database (中指數據房地產數據信息系統), an independent property database developed by the China Index Academy, the average land transaction price has displayed an upward trend in Xinglong Town from RMB1,537 per sq. m. in 2016 to RMB2,942 per sq. m. in 2017, which represents an increase of more than 91.4%. In Xinglong Town, the number of land transactions has also increased substantially by about 200% from 6 transactions in 2016 to 18 transactions in 2017. The average land transaction price in Laiyuan County increased from RMB216 per sq. m. in 2016 to RMB362 per sq. m. in 2017, representing an increase of approximately 67.6%. The number of transactions in Laiyuan County increased from 2 transactions in 2016 to 21 transactions in 2017. The database also showed that although the number of transactions in Nanhai District in Foshan decreased from 38 transactions in 2016 to 23 transactions in 2017, the average land transaction price in Nanhai District in Foshan increased from RMB8,625 per sq. m. in 2016 to RMB20,192 per sq. m. in 2017, representing an increase of approximately 134.1%.

Based on these information, the Directors consider the prospects of primary land development in the PRC is promising and the experience from the management of the Target Group will help generate sustainable returns to the Group and its Shareholders.

Having considered the above reasons, the Directors consider that the terms of the Acquisition Agreement are fair and reasonable, and the Acquisition is in the interests of the Company and its Shareholders as a whole.

16 GENERAL The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Acquisition Agreement and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition which is different from other Shareholders, and therefore no Shareholder is required to abstain from voting at the SGM.

A circular containing, among other things, (i) details of the Acquisition Agreement; (ii) financial information and other information of the Group; (iii) financial information of the Target Group; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) a valuation report of CITIC Ruifeng; and (vi) a notice of the SGM is expected to be despatched to the Shareholders on or before 26 October 2018 as additional time is required for preparing the information to be included in the circular.

DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

“Acquisition” the proposed acquisition of the Sale Shares by the Purchaser from the SPV pursuant to the terms and conditions of the Acquisition Agreement

“Acquisition Agreement” the sale and purchase agreement dated 14 September 2018 entered into between the Purchaser and Qianhai CITIC in relation to the Acquisition

“Board” the board of Directors

“Business Day” a day (other than a Saturday, Sunday or a public holiday or a day on which a typhoon signal number 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong) on which licensed banks in Hong Kong are generally open for business

“BVI” British Virgin Islands

“CITIC Development” Chengde CITIC Securities Jinyu Urban and Rural Development Co., Ltd.* (承德中證金域城鄉開發有限公司), a company established in the PRC and is held as to 90% by CITIC Jinyu and as to 10% by the Luanping Investment Group, and the direct holding company of Luanping Huawei

* For identification purpose only

17 “CITIC Fengda” Chengde CITIC Securities Fengda Construction Development Co., Ltd.* (承德中證豐達建設開發有限公司), a company established in the PRC and will become a wholly-owned subsidiary of CITIC Ruifeng upon completion of the Reorganisation

“CITIC Guangdong” Guangdong CITIC Securities City Development Management Co., Ltd.* (廣東中證城市發展管理有限公司), a company established in the PRC and will be owned as to 51% by CITIC Ruifeng and 49% by an Independent Third Party upon completion of the Reorganisation

“CITIC Jinyu” Chengde CITIC Securities Jinyu Investment Development Co., Ltd.* (承德中證金域投資開發有限公司), a company established in the PRC and is owned as to 42.50% by CITIC Fengda, as to 40.83% by CITIC M&A Fund and 16.67% by Shanghai Zhongda

“CITIC M&A Fund” CITIC Securities M&A Fund (Shenzhen) Enterprise* (中証併購基金（深圳）企業 ), a limited partnership established in the PRC

“CITIC Pengfeng” Shenzhen CITIC Securities Pengfeng Management Co., Ltd.* (深圳市中證鵬豐管理有限公司), a company established in the PRC and will become a wholly-owned subsidiary of CITIC Ruifeng upon completion of the Reorganisation

“CITIC Ruifeng” Shenzhen CITIC Securities Ruifeng Management Co., Ltd.* (深圳市中證瑞豐管理有限公司), a company established in the PRC and will become a wholly-owned subsidiary of the HK Company upon completion of the Reorganisation

“CITIC Xinqiao” CITIC Securities Xinqiao Investment Fund Management (Beijing) Co., Ltd.* (中證信橋投資基金管理(北京)有限公司), a company established in the PRC and will be held as to 40% by CITIC Ruifeng, as to 30% and 30% by two Independent Third Parties, respectively, upon completion of the Reorganisation

“CITIC Zhiyuan” Shenzhen CITIC Securities Zhiyuan Equity Investment Fund Management Co., Ltd.* (深圳市中證致遠股權投資基金管理有限公司), a company established in the PRC and will become a wholly-owned subsidiary of CITIC Ruifeng upon completion of the Reorganisation * For identification purpose only

18 “Company” eForce Holdings Limited, a company incorporated in Bermuda with limited liability and its issued Shares are listed on the Main Board of the Stock Exchange (stock code: 943)

“Completion” completion of the Acquisition

“Completion Date” the date of Completion

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Consideration” the consideration payable by the Purchaser to the Vendor for the Acquisition in the aggregate amount of RMB520,000,000 (equivalent to approximately HK$596,980,656), subject to adjustment mechanism as mentioned in the paragraph headed “Adjustment to the Consideration” in this announcement

“Consideration Share(s)” 1,938,248,881 new Shares to be issued by the Company to settle part of the Consideration

“Director(s)” the director(s) of the Company

“Enlarged Group” the Group upon Completion

“Foshan Project” a primary land development project in collaboration the Foshan government in Guangdong Province, the PRC

“Group” the Company and its subsidiaries

“HK Company” a company to be incorporated in Hong Kong with limited liability which will be wholly owned by the Target Company upon completion of the Reorganisation

“HK Holdco” a company to be incorporated in Hong Kong with limited liability which will be wholly owned by the Vendor upon completion of the Reorganisation

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Third any person(s) or company(ies) and their respective ultimate Party(ies)” or “I3P” beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons

19 “Issue Price” the issue price of HK$0.154 per Consideration Share

“Laiyuan Project” a primary land development project in collaboration with the Laiyuan County government in Hebei Province, the PRC

“Last Trading Day” 14 September 2018, being the date of the Acquisition Agreement and last trading day of the Shares immediately prior to the publication of this announcement

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Luanping Huawei” Luanping Huawei Property Development Ltd.* (灤平華偉房地產開發有限公司), a company established in the PRC with limited liability and is a wholly-owned subsidiary of CITIC Development

“Luanping Investment Luanping County Construction Investment Group Co., Ltd.* Group” (灤平縣建設投資集團有限公司), a company established in the PRC and is interested in 10% equity interest in CITIC Development, and it is wholly owned by the Luanping County Finance Bureau* (灤平縣財政局)

“Luanping Project” a primary land development project in collaboration with the Luanping County government in Bakeshiying Town (巴克什營鎮) of Luanping County in Hebei Province, the PRC

“Novation” the novation of the rights and obligations under the Acquisition Agreement by Qianhai CITIC to the SPV after completion of the Reorganisation

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

“Purchaser” Grand Prominent International Limited 傑盛國際有限公司, a company incorporated in the BVI with limited liability and a direct wholly-owned subsidiary of the Company

“Qianhai CITIC” Shenzhen Qianhai CITIC Securities City Development Management Co., Ltd.* (深圳市前海中證城市發展管理有限公司), a company established in the PRC with limited liability

* For identification purpose only

20 “Reorganisation” an internal reorganisation to be conducted by Qianhai CITIC and the Target Group prior to the Completion which includes, among others, incorporating the HK Holdco, the SPV, the Target Company and the HK Company, and realising the shareholding structure of having CITIC Ruifeng to be directly held by the HK Company and having CITIC Ruifeng to directly hold (i) 100% equity interest in CITIC Fengda; (ii) 40% equity interest in CITIC Xinqiao; (iii) 51% equity interest in CITIC Guangdong; (iv) 100% equity interest in CITIC Pengfeng; and (v) 100% equity interest in CITIC Zhiyuan

“Sale Shares” the entire issued share capital of the Target Company as at the Completion Date

“SGM” the special general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve (i) the Acquisition Agreement and the transactions contemplated thereunder; and (ii) the Specific Mandate for the issue of the Consideration Shares

“Shanghai Zhongda” Shanghai Zhongda Industrial Development Co., Ltd.* (上海重達實業發展有限公司), a company established in the PRC with limited liability and is interested in 16.67% equity interest in CITIC Jinyu

“Shareholder(s)” holder(s) of the Share(s)

“Share(s)” ordinary share(s) of HK$0.00004 each in the share capital of the Company

“Specific Mandate” a specific mandate to allot and issue the Consideration Shares to be sought from the Shareholders at the SGM

“SPV” a company to be incorporated in the BVI with limited liability which will be wholly owned by the HK Holdco upon completion of the Reorganisation

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company” a company to be incorporated in the BVI with limited liability which will be wholly owned by the SPV upon completion of the Reorganisation

* For identification purpose only

21 “Target Group” the Target Company together with its subsidiaries

“Target Projects” collectively, Luanping Project, Xinglong Project, Laiyuan Project and Foshan Project

“Vendor” Qianhai CITIC (before the Novation)/the SPV (after the Novation)

“Xinglong Project” a primary and secondary land development project in collaboration with the Xinglong County government in Hebei Province, the PRC

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi, the lawful currency of the PRC

“km” kilometre

“sq. km.” square kilometre

“sq. m.” square metre

“%” per cent.

For ease of reference and unless otherwise specified in this announcement, sums in HK$ and RMB in this announcement are translated at the exchange rate of HK$1 = RMB0.87105. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at any other rates or at all.

By order of the Board eForce Holdings Limited Liu Liyang Executive Director and Chief Executive Officer

Hong Kong, 16 September 2018

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Leung Chung Shan, Mr. Tam Lup Wai, Franky, Mr. Liu Liyang, Mr. Au Yeung Yiu Chung and Mr. Chan Tat Ming, Thomas; and three independent non-executive Directors, namely Mr. Hau Chi Kit, Mr. Leung Chi Hung and Mr. Li Hon Kuen.