Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, makes 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares. Pizu Group Holdings Limited 比優集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8053) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF THE SHARES IN, AND SHAREHOLDER’S LOAN DUE BY, AMPLE OCEAN HOLDINGS LIMITED INVOLVING ISSUE OF CONVERTIBLE BONDS (2) INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY (3) NON-EXEMPT CONTINUING CONNECTED TRANSACTION (4) RESUMPTION OF TRADING ACQUISITION OF THE SHARES IN, AND SHAREHOLDER’S LOAN DUE BY, AMPLE OCEAN HOLDINGS LIMITED INVOLVING ISSUE OF CONVERTIBLE BONDS After the close of trading hours on 19 January 2015, the Company, the Vendors and Shiny Ocean entered into the SP Agreement pursuant to which the Vendors and Shiny Ocean have conditionally agreed to sell and the Company conditionally agreed to purchase the Sale Shares and the Sale Loan at the aggregate consideration of HK$837 million. The total consideration for the acquisition of the Sale Shares is HK$774 million, which shall be satisfied by the Company issuing to each of the Vendors or (in respect of Mr. Ma Qiang and Mr. Xiong Zeke) to Shiny Ocean and Fabulous Seeker Holdings Limited (a company incorporated in the BVI which is wholly owned by Mr. Xiong Zeke), respectively, at their respective directions the Sale Share Bonds (proportional to the Vendors’ respective holdings in the Target Company) upon Completion. 1 The consideration for the purchase of the Sale Loan is HK$63 million, which shall be satisfied by the Company issuing to Shiny Ocean or its nominee(s) the Sale Loan Bonds upon Completion. Based on the initial Conversion Price of HK$0.36 (subject to adjustment), a total of 2,325,000,000 Conversion Shares will be allotted and issued upon full conversion of the Convertible Bonds. Assuming that there will be no change in the issued share capital of the Company before the date of issue of the Conversion Shares, and assuming that there will not be any adjustment on the Conversion Price, the 2,325,000,000 Conversion Shares represent (i) about 188.45% of the existing issued share capital of the Company as at the date of this announcement; and (ii) about 65.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. Details of the Acquisition (in particular, information on the Target Group) and terms of the Convertible Bonds are set out in the main text below. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY The current authorised share capital of the Company is HK$15,000,000 divided into 1,500,000,000 ordinary shares of HK$0.01 each. In order to accommodate the allotment and issue of the Conversion Shares upon exercise of the conversion rights under the Convertible Bonds and the future expansion and growth of the Group, the Board proposes to increase the authorised share capital of the Company to HK$50,000,000 divided into 5,000,000,000 ordinary shares of HK$0.01 each, by the creation of an additional 3,500,000,000 ordinary shares of HK$0.01 each. The increase in the authorised share capital of the Company is conditional upon the approval of the Shareholders by way of an ordinary resolution. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS Upon Completion, the Target Company and its subsidiaries will become subsidiaries of the Company, and accordingly certain ongoing subcontracting and other sales transactions of the Target Group will become continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. Among others, it is expected that upon Completion, the transactions of the Target Group with its transportation service subcontractor, Shengan Transport, will constitute non-exempt continuing connected transactions which are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules, and a written agreement will be entered into between the Target Group and the subcontractor in accordance with Rule 20.48 of the GEM Listing Rules on or before the Completion. 2 IMPLICATION UNDER THE GEM LISTING RULES As at the date of this announcement, Shiny Ocean, being the seller of the Sale Loan, is interested in 888,740,477 Shares, representing approximately 72.04% of the entire issued share capital of the Company and is a controlling Shareholder. The Vendors also comprise Mr. Ma Qiang, being the non-executive Director and the controlling Shareholder of the Company, and his family members and relatives, and Mr. Xiong Zeke and Ms. Qin Chunhong, being two of the executive Directors. As such, Shiny Ocean, Mr. Ma Qiang and his family members and relatives, Mr. Xiong Zeke and Ms. Qin Chunhong are connected person of the Company and therefore the Acquisition and the transactions contemplated under the SP Agreement will constitute non-exempt connected transaction of the Company under Chapter 20 of the GEM Listing Rules and will be subject to the approval of the Independent Shareholders at the EGM by way of poll. As the applicable percentage ratios in respect of the Acquisition exceed 100%, the Acquisition and the transactions contemplated under the SP Agreement will also constitute a very substantial acquisition of the Company and will be subject to announcement and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules. The Conversion Shares will be issued under the specific mandate to be sought at the EGM. The Company will apply to the Listing Division of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange. As at the date of this announcement, Shengan Transport is owned as to approximately 90.91% by Mr. Dong Haibin, who is the brother-in-law of Mr. Ma Qiang, being the Company’s non-executive Director and controlling Shareholder, and is therefore a connected person of the Company. Accordingly, immediately upon Completion, the transactions contemplated under the Transportation Framework Agreement will constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules. Since the annual caps under the Transportation Framework Agreement represent more than 5% of the relevant applicable percentage ratios under the GEM Listing Rules and are expected to exceed HK$10 million, the transactions under the Transportation Framework Agreement and the annual caps therefor are subject to reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. 3 The Independent Board Committee comprising three independent non-executive Directors has been established (i) to advise the Independent Shareholders as to whether the terms of the Acquisition, the SP Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole; (ii) to advise the Independent Shareholders as to whether the terms of the Transportation Framework Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the Transportation Framework Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; and (iii) to advise the Independent Shareholders on how to vote at the EGM, taking into account the recommendations of the IFA to be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. An IFA will be appointed (i) to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Acquisition, the SP Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole; (ii) to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Transportation Framework Agreement and the related annual caps are fair and reasonable, whether the continuing connected transactions under the Transportation Framework Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole; and (iii) to advise the Independent Shareholders on how to vote at the EGM. An EGM will be convened for the Shareholders or (as the case may be) the Independent Shareholders to consider and, if thought fit, to approve the Acquisition and the transaction contemplated under the SP Agreement, the increase in the authorised share capital of the Company, the continuing connected transactions under the Transportation Framework Agreement and the related annual caps. The Vendors, Shiny Ocean and their respective associates will abstain from voting for the relevant resolutions approving the Acquisition and the transactions contemplated under the SP Agreement, the increase in the authorised share capital of the Company, the continuing connected transactions under