THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealers or registered institutions in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in eForce Holdings Limited (the “Company”), you should at once hand this circular and the enclosed proxy form to the purchaser or the transferee, or to the stockbroker, registered dealer in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. eFORCE HOLDINGS LIMITED 意科控股有限公司* (Incorporated in Bermuda with limited liability) (Stock code: 943) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SHENZHEN QIANHAI CITIC HUATENG INDUSTRIAL CO., LTD. Financial Adviser to the Company Optima Capital Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Crescendo Capital Limited Capitalised terms used on this cover shall have the same meanings as those defined in the section headed “Definitions” in this circular unless otherwise stated. A letter from the Board is set out on pages 5 to 22 of this circular. A notice convening the SGM to be held at 11:30 a.m. on Wednesday, 9 October 2019 at Suite 3008, Man Yee Building, 68 Des Voeux Road Central, Central, Hong Kong is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM or any adjournment thereof (as the case may be), you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if you so wish. * For identification purpose only 18 September 2019 CONTENTS Page DEFINITIONS .............................................................. 1 LETTER FROM THE BOARD ................................................. 5 INDUSTRY OVERVIEW ..................................................... 23 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ...................... 36 LETTER FROM CRESCENDO ................................................ 37 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP .................. I-1 APPENDIX II – FINANCIAL INFORMATION OF THE TARGET GROUP . II-1 APPENDIX III – FINANCIAL INFORMATION OF THE DONGGUAN PROJECT COMPANY ..................................... III-1 APPENDIX IV – FINANCIAL INFORMATION OF THE NANJING PROJECT COMPANY ..................................... IV-1 APPENDIX V – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP .................................. V-1 APPENDIX VI – VALUATION REPORT OF THE DONGGUAN LAND AND THE NANJING LAND ................................ VI-1 APPENDIX VII – GENERAL INFORMATION .................................. VII-1 NOTICE OF SPECIAL GENERAL MEETING .................................... SGM-1 DEFINITIONS In this circular, unless the context requires otherwise, the following expressions shall have the following meanings: “Acquisition” the proposed acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the terms and conditions of the Acquisition Agreement “Acquisition Agreement” the sale and purchase agreement dated 6 July 2019 entered into among the Purchaser, the Vendor, the Target Company, the Dongguan Project Company and the Nanjing Project Company in relation to the Acquisition “Announcement” the announcement of the Company dated 7 July 2019 in relation to, among other things, the Acquisition “Board” the board of Directors “Business Day” a day (other than a Saturday, Sunday or a public holiday) on which commercial banks in Hong Kong and the PRC are generally open for business “CITIC Southeast” CITIC Southeast (Hainan) Industrial Park Management Co., Ltd.* (中證 東南(海南)產業園管理有限公司), a company established in the PRC with limited liability, and is held as to 51% by CITIC Zhiwei and 49% by Huoer Guosi “CITIC Zhiwei” Shenzhen CITIC Zhiwei Investment Co., Ltd.* (深圳市中證志威投資有 限公司), a company established in the PRC with limited liability, and a wholly-owned subsidiary of the Vendor “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 RMB200,000,000 (equivalent to approximately HK$220,000,000) * For identification purpose only 1 DEFINITIONS “Crescendo”or “Independent Crescendo Capital Limited, a corporation licensed to carry out Type 6 Financial Adviser” (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Acquisition Agreement and the transactions contemplated thereunder “Director(s)” the director(s) of the Company “Dongguan Land” a parcel of land located in the north side of Guantai Avenue, Zhouxi Village, Nancheng District, Dongguan City, Guangdong Province, the PRC, on which the Dongguan Project will be developed “Dongguan Project” a property development project on the Dongguan Land “Dongguan Project Company” Dongguan Hexin Real Estate Development Co., Ltd.* (東莞禾信房地產 開發有限公司), a company established in the PRC with limited liability “Enlarged Group” the Group upon Completion “Grant Sherman” Grant Sherman Appraisal Limited, an independent industry expert and independent professional valuer engaged by the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Huoer Guosi” Huoer Guosi Kaiqi Advisory Services Co., Ltd.* (霍爾果斯開啟諮詢服 務有限公司), a company established in the PRC and an Independent Third Party “Independent Board the independent committee of the Board comprising all the independent Committee” non-executive Directors established pursuant to the Listing Rules to give recommendation to the Independent Shareholders in respect of the Acquisition “Independent Shareholder(s) who are entitled to vote and not required to abstain from Shareholder(s)” voting in favour of the resolution in the SGM for approving the Acquisition Agreement and the transactions contemplated thereunder under the Listing Rules “Independent Third Party(ies)” any person(s) or company(ies) and their respective ultimate 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 * For identification purpose only 2 DEFINITIONS “Latest Practicable Date” 16 September 2019, being the latest practicable date for ascertaining certain information for the inclusion in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nanjing Land” 14 parcels of land located in the south of Naishan, Tuanjie Village, Donggou Town, Liuhe District, Nanjing City, Jiangsu Province, the PRC, on which the Nanjing Project will be developed “Nanjing Project” a property development project on the Nanjing Land “Nanjing Project Company” Nanjing Yuanding Real Estate Co., Ltd.* (南京源鼎置業有限公司), a company established in the PRC with limited liability “PRC” the People’s Republic of China, which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan “Purchaser” 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 with limited liability and an indirect wholly-owned subsidiary of the Company “Reorganisation” an internal reorganisation to be conducted by the Vendor prior to the Completion which involves the transfer of 51% equity interest in the Nanjing Project Company held by an indirect wholly-owned subsidiary of the Vendor to the Target Company, and the debt transfer and debt clearance as stated in the paragraph headed “The Reorganisation” in this circular “Sale Shares” the entire equity interest in the Target Company as at the Completion Date “SFO” Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) “SGM” the special general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Acquisition Agreement and the transactions contemplated thereunder