Trillion Grand Corporate : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF 85% OF THE ISSUED SHARE CAPITAL OF THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

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 invitation or offer to acquire, purchase or subscribe for the securities of the Company.

萬泰企業股份有限公司

(Incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that on 29 May 2017 (after trading hours), the Purchaser, the Company and the Vendor entered into the Agreement, pursuant to which, the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, the Sale Shares, at the Consideration of HK$46,070,000, which will be satisfied by the issue and allotment of the Consideration Shares by the Company to the Vendor upon Completion.

Upon Completion, the Group will be interested in 85% of the issued share capital of the Target Company and the Target Group will be accounted for as indirect non-wholly-owned subsidiary of the Company and accordingly, the financial information of the Target Group will be consolidated into the accounts of the Group.

As some of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules in respect of the Acquisition are more than 5% but all less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is therefore subject to reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.

The Board is pleased to announce that on 29 May 2017 (after trading hours), the Purchaser, the Company and the Vendor entered into the Agreement, pursuant to which, the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, the Sale Shares, at the Consideration of HK$46,070,000, which will be satisfied by the issue and allotment of the Consideration Shares by the Company to the Vendor upon Completion. The Sale Shares represents 85% of the issued share capital of the Target Company.

Date: 29 May 2017 (after trading hours) Parties: (i) the Purchaser;

1. the Vendor; and

2. the Company.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of each of the Company, the Purchaser and their respective connected persons.

Pursuant to the Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares.

As at the date of this announcement, one share in the share capital of the Target Company has been issued and fully paid up and such share is held by the Vendor (representing 100% of the issued share capital of the Target Company as at the date of the Agreement). Shortly after the signing of the Agreement, the Target Company will undergo reorganisation such that 99 new shares in the share capital of the Target Company will be fully paid up by, and allotted and issued to, the Vendor. Immediately upon the Reorganisation, the Vendor shall be the sole legal and beneficial shareholder of the Target Company holding 100 shares in the share capital of the Target Company (representing 100% of the issued share capital of the Target Company upon completion of the Reorganisation).

Upon Completion, the Target Company will be beneficially owned as to 85% by the Purchaser and 15% by the Vendor.

The Consideration in the amount of HK$46,070,000 shall be satisfied by the issue and allotment of the Consideration Shares at HK$2, being the Issue Price per Consideration Share, by the Company to the Vendor upon Completion.

The Consideration was arrived based on normal commercial terms after arm's length negotiations between the Purchaser, the Company and the Vendor and was determined with reference to the following factors:

1. the business development and future prospects of the Target Group;

2. the Guaranteed Profit (as defined below); and

3. the reasons and benefits of the Acquisition as stated under the section headed "Reasons for and benefits of the Acquisition" below.

Completion is subject to the following conditions being fulfilled or waived (as the case may be):

1. the completion of the Reorganisation and relevant documents evidencing such reorganisation were provided to the reasonable satisfaction of the Purchaser;

2. the completion of the due diligence review and investigation on the Target Group conducted by the Purchaser to its reasonable satisfaction;

3. the Listing Committee of the Stock Exchange having granted approval for the listing of, and permission to deal in, the Consideration Shares;

4. all necessary consents, authorisations, consent, approvals, licence, permission, order (or, as the case may be, relevant waiver of exemption) in connection with the Agreement and the transactions contemplated thereby having been obtained by the respective parties to the Agreement (including but not limited to, the necessary consent from the Stock Exchange); and

5. the representations, warranties and undertakings set out in the Agreement and all other representations, undertakings and warranties provided by the Vendor under the Agreement remaining true, accurate and not misleading in any respect at Completion as if repeated at Completion and at all times between the date of the Agreement and Completion.

The Purchaser may waive conditions (ii) and (v) above at its discretion. If the conditions precedent have not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date, the Purchaser shall not be bound to proceed with the purchase of the Sale Shares and the Agreement (other than the survival clause(s)), become void and of no further effect and, save in respect of any antecedent breaches, all liabilities and obligations of the parties to the Agreement shall cease and determine provided that such termination shall be without prejudice to any rights or remedies of the parties thereto which shall have accrued prior to such termination.

Completion shall take place at 5:00 p.m. on the Completion Date after all the conditions of the Agreement have been fulfilled or waived or such date as the Vendor and the Purchaser may agree in writing.

Upon Completion, the Group will be interested in 85% of the issued share capital of the Target Company and the Target Group will be accounted for as indirect non-wholly-owned subsidiary of the Company and accordingly, the financial information of the Target Group will be consolidated into the accounts of the Group.

The Vendor irrevocably and unconditionally guaranteed to the Purchaser that the audited consolidated net profit after tax (but before extraordinary and exceptional items) of the Target Group for the

12 months from the Completion Date (both dates inclusive) (the "Period") shall be no less than HK$4,000,000 (the "Guaranteed Profit").

If the actual audited consolidated net profit after tax (but before extraordinary and exceptional items) of the Target Group for the Period (the "Actual Profit") is less than the Guaranteed Profit, the Vendor shall compensate the Purchaser with an amount in cash in respect of the shortfall calculated according to the following formula (the "Compensation Sum"):

A = Consideration * (Guaranteed Profit - Actual Profit)

Guaranteed Profit

where A is the Compensation Sum payable by the Vendor for the shortfall. For the avoidance of doubt, if the Actual Profit is negative, such amount shall be deemed to be zero. The maximum amount of the Compensation Sum payable by the Vendor shall not exceed the amount of the Consideration.

The Actual Profit shall be determined according to the audited consolidated financial statements of the Target Group for the Period (the "Results") which shall be prepared by an auditor of the Target Group as nominated by the Purchaser adopting the same accounting policies applied to the consolidated financial statements of the Company and its subsidiaries. Such Results shall be issued within 3 months after the Period or any other date as agreed by the Vendor and the Purchaser.