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.

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