UPDATES ON THE POSSIBLE VERY SUBSTANTIAL ... - HKEXnews

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Oct 16, 2015 - References are made to the announcements of Chinese Food and Beverage Group Limited. (the “Company”)
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8272)

UPDATES ON THE POSSIBLE VERY SUBSTANTIAL ACQUISITION AND POSSIBLE CONNECTED TRANSACTION IN RELATION TO (I) THE ACQUISITION OF (i) THE REMAINING 50% EQUITY INTERESTS IN PROFESSIONAL GUIDE ENTERPRISE LIMITED, (ii) 50% EQUITY INTERESTS IN GREAT WAY INVESTING COMPANY LIMITED, AND (iii) 50% EQUITY INTERESTS IN LEADING WIN DEVELOPMENT LIMITED INVOLVING ISSUE OF CONSIDERATION SHARES AND CONSIDERATION CONVERTIBLE BONDS UNDER THE SPECIFIC MANDATE; (II) POSSIBLE REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION; (III) POSSIBLE TERMINATION OF THE SHAREHOLDERS’ AGREEMENT; AND (IV) APPLICATION FOR WHITEWASH WAIVER References are made to the announcements of Chinese Food and Beverage Group Limited (the “Company”) dated 24 April 2013, 6 August 2014 and 30 April 2015 (the “Announcements”) in relation to, among other things, the Third Framework Agreement and the Proposed Transaction. Capitalised terms used herein shall have the same meaning as those in the Announcements unless the context otherwise requires.

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The Board wishes to inform the public the current status of the Proposed Transaction. Over the past few months, the Company has been actively identifying professional parties to work on the New Listing Application. As it takes time to negotiate on the engagement terms prior to identifying the most suitable sponsor and relevant professional parties, the Company has yet to identify and confirm such sponsor engagement. Further, as plenty of time and resources have been devoted to the expansion of the Group’s restaurant businesses in Macau over the past few months, the Company is still in the process of identifying a sponsor for the Proposed Transaction. As required under Rule 8.2 of the Takeovers Code, the Circular should be despatched within 21 days of the date of the announcement of the Company dated 30 April 2015. As stated in the Announcements, the Company requires additional time to, (i) prepare certain information including, amongst others, (a) audited financial information of the SPV, Great Way and Leading Win; (b) unaudited pro forma financial information about the Enlarged Group; (c) valuation report on the Enlarged Group’s property interests; (d) the letter of advice from the Independent Financial Adviser to the IBC and the Independent Shareholders, and (ii) handling of the New Listing Application including preparing the necessary information for the New Listing Application, performing due diligence by the sponsor and obtaining the approval from the Listing Committee. The Company had previously applied to the Executive for the Executive’s consent under Rule 8.2 of Takeovers Code for an extension of time for the despatch of the Circular until 13 November 2015, and the consent was granted by the Executive on 21 May 2015. The Company intends to speed up the process in the next two months. As additional time is required for preparing the Circular, the Company shall apply to the Executive’s consent under Rule 8.2 of the Takeovers Code for a further extension of time for the despatch of Circular. The Company will make a further announcement for the expected date of despatch of the Circular in due course. By order of the Board CHINESE FOOD AND BEVERAGE GROUP LIMITED Yu Sau Lai Executive Director Hong Kong, 16 October 2015

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As at the date of this announcement, Ms. Yu Sau Lai, Mr. Lam Raymond Shiu Cheung, Mr. Hu Dongguang and Mr. Mok Tsan San are executive Directors; Mr. So David Tat Man is a non-executive Director; and Mr. Matthew Pau, Mr. Yeung Wai Hung, Peter and Mr. Chu Yu Man, Philip (Mr. Leung Ho Lun Harold as his alternate) are independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and that there are no other matters the omission of which would make any statement herein or this announcement misleading. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days and on the Company website at www.cfbgroup.com.hk from the date of its publication.

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