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 stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SUNDART HOLDINGS LIMITED 承達集團有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

SUNDART HOLDINGS LIMITED

承達集團有限公司

(incorporated under the laws of British Virgin Islands with limited liability)

(Stock code: 1568)
  1. MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 100% EQUITY INTEREST IN SUNDART BEIJING;
  2. AMENDMENT TO THE DEED OF NON-COMPETITION; AND
  3. NOTICE OF EXTRAORDINARY GENERAL MEETING
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 8 to 39 of this circular. A letter from the Independent Board Committee is set out on pages 40 to 41 of this circular. A letter from Lego is set out on pages 42 to 70 of this circular.

A notice convening the EGM of SUNDART HOLDINGS LIMITED 承達集團有限公司 to be held at Room 03-05, 11/F, Millennium City 3, 370 Kwun Tong Road, Kowloon, Hong Kong on 25 July 2017 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sundart.com). Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

30 June 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Letter from the Independent Board Committee 40 Letter from Lego 42 Appendix I - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1 Appendix II - Accountants' Report of the Target Group . . . . . . . . . . . . . . . . . . . . . . . . II-1 Appendix III - Management Discussion and Analysis on the Target Group . . . . . . . . . . . III-1 Appendix IV - Unaudited Pro Forma Financial Information of the Enlarged Group . . . IV-1 Appendix V - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1 Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E. GM-1

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

"Acquisition" the proposed acquisition of 100% equity interest in the Target Company by the Transferee pursuant to the Equity Transfer Agreement

"Advance Payment Bonds" has the meaning ascribed to it under the sub-paragraph headed

"Advance payment bonds issued through Jangho Co." in this circular

"Amended Deed" the amended and restated deed of non-competition to be executed by the controlling shareholders of the Company in favour of the Company to amend and restate the Deed of Non-Competition

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Bank of Beijing" Bank of Beijing Co., Ltd.

"Beijing Gangyuan" 北京港源建築裝飾工程有限公司 (Beijing Gangyuan

Architectural Decoration Engineering Co., Ltd.*), a limited liability company established in the PRC on 7 December 1992, which is held as to 26.25% by Jangho Co., 68.75% by Jangho Chuangzhan and 5% by Mr. Gao Yun, a director of Jangho Co., respectively

"Beijing Jiangheyuan" 北京江河源控股有限公司 (Beijing Jiangheyuan Holdings Co.,

Ltd.*), a limited liability company established in the PRC on 27 November 1998, which is 85% and 15% beneficially owned by Mr. Liu and Ms. Fu (both being the controlling shareholders of the Company), and a controlling shareholder of the Company

"Board" the board of Directors

"Business Day" any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which licensed banks in Hong Kong are generally open for business

"China Guangfa Bank" China Guangfa Bank Co., Ltd.

"China Minsheng Bank" China Minsheng Banking Corp., Ltd.

"Circular 67" Circular on Issues Concerning Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies (Zheng Jian Fa

[2004] No.67) 《(

關於規範境內上市公司所屬企業到境外上市有

關問題的通知》) (證監發[2004]67號) promulgated by the CSRC on 21 July 2004

- 1 -

"close associate(s)" has the meaning ascribed to it under the Listing Rules

"Company" SUNDART HOLDINGS LIMITED 承達集團有限公司, a company incorporated in the British Virgin Islands with limited liability, the securities of which are listed on the Stock Exchange (stock code: 1568)

"Completion" completion of the Acquisition pursuant to the terms of the Equity Transfer Agreement

"Completion Date" the date on which Completion takes place

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

"Consideration" the total consideration for the Acquisition, being HK$520 million "controlling shareholder(s)" has the meaning ascribed to it under the Listing Rules

"Convenantors" has the meaning ascribed to it under the sub-paragraph headed "Proposed amendment to the Deed of Non-Competition" in this circular

"CSRC" 中國證券監督管理委員會 (China Securities Regulatory Commission)

"Deed of Non-Competition" a deed of non-competition dated 8 December 2015 given by the

then controlling shareholders of the Company in favour of the Company (for itself and as trustee for each of its subsidiaries)

"Developer" a well-known developer in the PRC which is an independent third party

"Director(s)" the director(s) of the Company

"Dividend" the dividend in a sum of HK$100 million declared by the Target Company on 22 June 2017 and expected to be distributed on or around 26 July 2017

"EBIT" earnings before interest and taxes

"EBITDA" earnings before interest, taxes, depreciation, and amortisation

"EGM" the extraordinary general meeting of the Company to be held at Room 03-05, 11/F, Millennium City 3, 370 Kwun Tong Road, Kowloon, Hong Kong on Tuesday, 25 July 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, approving the Equity Transfer Agreement, the Amended Deed and the transactions contemplated thereunder

- 2 -

Sundart Holdings Ltd. published this content on 29 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 June 2017 08:54:09 UTC.

Original documenthttp://www.sundart.com/attachment/2017062916470100012847926_en.pdf

Public permalinkhttp://www.publicnow.com/view/790FCD4E0D3FE3FDB1749F9605F037FC1676421D