[Announcement] VERY SUBSTANTIAL ACQUISITION:ACQUISITION OF THE ENTIRE SHARE CAPITAL OF SCHOLZ HOLDING GMBH

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齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

On 29 August 2016 (after trading hours), CRDL (as purchaser), Mr. O. Scholz, Mr. B-U. Scholz, Scholz Beteiligungsgesellschaft (as sellers) and TBD entered into the Share Purchase Agreement, pursuant to which, among other things, CRDL has conditionally agreed to purchase, and Mr. O. Scholz, Mr. B-U. Scholz and Scholz Beteiligungsgesellschaft have conditionally agreed to sell, the entire share capital in Scholz Holding for a cash consideration of EUR1.00 (equivalent to approximately HK$8.90).

As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) exceed 100%, the Proposed Acquisition (both on a standalone basis and on an aggregated basis with the German Debt Acquisition, the US Assignment and the Relevant Restructuring Steps) constitutes a very substantial acquisition of the Company and is therefore subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.

The EGM will be held for the purpose of considering and, if thought fit, approving the relevant resolution(s) in respect of the Share Purchase Agreement and the Proposed Acquisition. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, no Shareholder has a material interest in the Share Purchase Agreement and the Proposed Acquisition and therefore no Shareholder is required to abstain from voting at the EGM.

A circular containing, among other things, (i) further details of the Proposed Acquisition; (ii) financial information of Scholz Holding; (iii) other information as required under the Listing Rules; and (iv) a notice to convene the EGM, is expected to be despatched to the Shareholders on or before 25 November 2016, which is more than 15 business days after the publication of this announcement, as the Company requires more time to prepare the information to be included in the circular.

The Company refers to its circular (the "Circular") published on 22 August 2016 in relation to, among other things, the German Debt Acquisition, the provision of the Bridging Loan, the US Assignment and the Restructuring Steps.

Scholz Group is currently significantly over-leveraged and therefore its equity value is currently negative. In order to (a) restructure Scholz Group's financial situation and balance sheet; (b) facilitate the significant deleveraging of Scholz Group; (c) revitalize the sustainable going concern of Scholz Holding's business; and (d) enable the Group, due to its position as the largest creditor of Scholz Group (and therefore being able to provide for an overall financial restructuring solution for Scholz Group), to be provided with the opportunity to acquire the Target Shares with a nominal purchase price of EUR1.00 (equivalent to approximately HK$8.90), the Company has carried out the aforementioned transactions, which are summarised as follows:

1. on 29 April 2016, the Company entered into the German Debt Purchase Agreement with certain lenders of Scholz Holding, which was subsequently executed by all parties and became effective on 28 June 2016, under which, among other things, the Company:

2. purchased the German Debt in the nominal value of approximately EUR524 million (equivalent to approximately HK$4.7 billion) at the initial purchase price of approximately EUR236 million (equivalent to approximately HK$2.1 billion), which is subject to a maximum adjustment of an additional EUR20.4 million (equivalent to approximately HK$181.6 million); and

3. set aside EUR20 million (equivalent to approximately HK$178 million), representing approximately 7.8% of the aggregate purchase price of EUR256.4 million (equivalent to approximately HK$2.3 billion), for the settlement of the 8.5% EUR150 million (equivalent to approximately HK$1.3 billion) Austrian law governed bond originally issued by Scholz Holding on 8 March 2012 and subsequently increased to EUR182.5 million (equivalent to approximately HK$1.6 billion) on 13 February 2013, as well as the settlement of certain other closing conditions.

   Formal closing of the German Debt Acquisition took place on 22 July 2016;

4. on 1 June 2016, the Company entered into the Assignment and Assumption Agreement with certain lenders of the US Borrowers and the US Borrowers, pursuant to which the Company acquired the rights and obligations of the lenders under a credit agreement for a purchase price of US$16.76 million (equivalent to approximately HK$130.23 million). Closing of the US Assignment took place on 2 June 2016; and

5. on 20 July 2016, the Company entered into the Restructuring Agreement with CRDL, CTRL, Scholz Holding, Scholz Recycling, Scholz Beteiligungsgesellschaft and TBD, pursuant to which, among other things, (a) the terms of an up to EUR80 million (equivalent to approximately HK$712 million) Bridging Loan are finalized; (b) the maturity dates of the German Debt are amended together with a partial release of approximately EUR224 million (equivalent to approximately HK$2.0 billion) of the German Debt plus accrued interest; and the acquisition and waiver of the TTC Loan. Due to the Restructuring Steps outlined in the Restructuring Agreement, the financial over-leverage of Scholz Group is expected to be overcome by the end of August 2016, once the Restructuring Agreement has been closed.

As stated in the Circular, the aforementioned transactions form part of a series of steps taken by the Company to prepare for the Proposed Acquisition. The Board is pleased to announce that on 29 August 2016 (after trading hours), CRDL (as purchaser), Mr. O. Scholz, Mr. B-U. Scholz, Scholz Beteiligungsgesellschaft (as sellers) and TBD entered into the Share Purchase Agreement, pursuant to which, among other things, CRDL has conditionally agreed to purchase, and Mr. O. Scholz, Mr. B-U. Scholz and Scholz Beteiligungsgesellschaft have conditionally agreed to sell, the Target Shares for a cash consideration of EUR1.00 (equivalent to approximately HK$8.90).

PRINCIPAL TERMS OF THE SHARE PURCHASE AGREEMENT Date

29 August 2016

Parties

1. CRDL

2. Mr. O. Scholz

3. Mr. B-U. Scholz

4. Scholz Beteiligungsgesellschaft

5. TBD

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, each of Mr. O. Scholz, Mr. B-U. Scholz, Scholz Beteiligungsgesellschaft, TBD and their respective ultimate beneficial owner(s) are independent of the Company and its connected persons.

Shares to be acquired

Pursuant to the Share Purchase Agreement, CRDL will acquire the Target Shares, i.e. 50,000,000 shares in Scholz Holding, representing the entire share capital of Scholz Holding. Upon closing of the Proposed Acquisition, Scholz Holding will become a direct wholly-owned subsidiary of CRDL and an indirect wholly-owned subsidiary of the Company.

Consideration

The aggregate purchase price for the Target Shares payable by CRDL to the Sellers is EUR1.00 (equivalent to approximately HK$8.90) and shall be allocated among the Sellers in the following manner:

Seller No. of Target Shares to be sold by the respective Seller Allocated purchase price (EUR) (HK$ equivalent)

Mr. O. Scholz 29,950,000 EUR0.60 HK$5.34

Scholz Beteiligungsgesellschaft 12,000,000 EUR0.24 HK$2.14 Mr. B-U. Scholz 8,050,000 EUR0.16 HK$1.42

Total: 50,000,000 EUR1.00 HK$8.90

CRDL shall pay the aggregate purchase price in cash upon closing of the Proposed Acquisition.

The aggregate nominal purchase price was determined after arm's length negotiations between CRDL and the Sellers and was based on the fact that Scholz Holding is currently significantly over-leveraged, having regard to, among other things, (i) the Company and CRDL's view of the value of the assets, business, and financial results of Scholz Holding; (ii) the consideration paid by the Group in respect of the German Debt Acquisition, the US Assignment and the Bridging Loan; and (iii) the factors set out in the section headed "Reasons for and Benefits of the Proposed Acquisition" below.