Major transaction in relation to acquisition of property in the U.S.

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.

盛 洋 投 資（控 股）有 限 公 司

(Incorporated in Hong Kong with limited liability)

On 23 August 2016, the Assignor and the Vendor entered into the Property Agreement pursuant to which the Vendor conditionally agreed to sell and convey to the Assignor, and the Assignor conditionally agreed to purchase from the Vendor, the Property, including all of the right, title and interest of the Vendor as the landlord with respect to the Property's tenant leases and certain service contracts as specified in the Property Agreement, at the Consideration of US$17.2 million (equivalent to approximately HK$133.4 million).

After the Stock Exchange trading hours on 11 October 2016, the Assignor and the Assignee (an indirect wholly-owned subsidiary of the Company) entered into the Assignment Agreement pursuant to which the Assignor conditionally agreed to assign, and the Assignee conditionally agreed to assume, all of the rights, benefits, liabilities and obligations of the Assignor arising under the Property Agreement with respect to the Property. In addition to reimbursing the down payment already paid by the Assignor to the Vendor under the Property Agreement, the Assignee shall pay an acquisition fee of US$175,000 (equivalent to approximately HK$1.4 million) to the Assignor at Closing.

The Property is located in Durham, North Carolina, the U.S. and has convenient access to highway corridors which connect the Property to three of the region's primary economic centers. The Property has close proximity to some of the region's largest employers (e.g. Duke University), affluent residential neighbourhoods, charter schools and retail amenity base. The Property is a six-storey Class A office building with a rentable building area of 131,976 sq. ft. featured with red brick facade and glazed window lines. The Property has a two-storey atrium lobby, extensive balconies on the upper floors, outdoor courtyard and car parking spaces. As at the date of this announcement, occupancy rate for the Property is approximately 90%. Having considered the preliminary valuation by an independent professional valuer of the Property of US$19 million (equivalent to approximately HK$147.4 million) as at 31 July 2016, the value-added opportunity on the Property, and that the Property is located at a prime location in North Carolina with potential upside, the Directors consider the Consideration for the Property is fair and reasonable.

The Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to, among other things, the announcement requirement and the approval of the Shareholders.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Assignment Agreement and the Property Agreement and the transactions contemplated thereunder, and accordingly no Shareholder is required to abstain from voting if the Company were to convene a Shareholders' meeting for approving the Assignment Agreement and the transactions contemplated thereunder. Grand Beauty, being the controlling Shareholder holding 312,504,625 Shares (representing approximately 69.29% of the issued Shares as at the date of this announcement), has given its written approval for the Assignment Agreement and the transactions contemplated thereunder and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. Accordingly, no physical Shareholders' meeting will be held by the Company for approving the Assignment Agreement and the transactions contemplated thereunder.

A circular containing, among other things, details of the Assignment Agreement and the Property Agreement, financial information of the Group and the Property, valuation report with respect to the Property, and other information as required under the Listing Rules will be despatched by the Company to the Shareholders on or before 1 November 2016 in accordance with the Listing Rules.

On 23 August 2016, the Assignor and the Vendor entered into the Property Agreement pursuant to which the Vendor conditionally agreed to sell and convey to the Assignor, and the Assignor conditionally agreed to purchase from the Vendor, the Property, including all of the right, title and interest of the Vendor as the landlord with respect to the Property's tenant leases and certain service contracts as specified in the Property Agreement, at the Consideration of US$17.2 million (equivalent to approximately HK$133.4 million).

After the Stock Exchange trading hours on 11 October 2016, the Assignor and the Assignee (an indirect wholly-owned subsidiary of the Company) entered into the Assignment Agreement pursuant to which the Assignor conditionally agreed to assign, and the Assignee conditionally agreed to assume, all of the rights, benefits, liabilities and obligations of the Assignor arising under the Property Agreement with respect to the Property. In addition to reimbursing the down payment already paid by the Assignor to the Vendor under the Property Agreement, the Assignee shall pay an acquisition fee of US$175,000 (equivalent to approximately HK$1.4 million) to the Assignor at Closing.

Details of the Property Agreement and the Assignment Agreement are set out below:

23 August 2016 (U.S. time)

1. DOF IV Southcourt, LLC (as vendor); and

2. Gemini-Rosemont Realty LLC (as purchaser).

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the principal activity of the Vendor is real estate investment holding; and the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

Pursuant to the Property Agreement, the Vendor conditionally agreed to sell and convey to the Assignor, and the Assignor conditionally agreed to purchase from the Vendor, the Property including all of the right, title and interest of the Vendor as the landlord with respect to the Property's tenant leases for the use, occupancy or possession of the Property and certain service contracts for the maintenance and management of the Property as specified in the Property Agreement.

The Consideration for the Property is US$17.2 million (equivalent to approximately HK$133.4 million) (after taking into account certain adjustments made pursuant to the Property Agreement), which shall be payable by the Assignor to the Vendor in cash in the following manner:

1. as to US$500,000 (equivalent to approximately HK$3,878,000) within one Business Day after the full execution and delivery of the Property Agreement;

2. as to US$500,000 (equivalent to approximately HK$3,878,000) within three Business Days after completion of the due diligence performed by the Assignor on the Property (together with item (i) above, referred to as "Earnest Monies"); and

3. as to the remaining balance of US$16,200,000 (equivalent to approximately HK$125,660,000) (as adjusted by the amount of consideration paid for the extension of the date of Closing, if any, as described below), at Closing.

As at the date of this announcement, the Earnest Monies in the total sum of US$1,000,000 (equivalent to approximately HK$7,757,000) have been paid in cash by the Assignor to an escrow agent which will be released to the Vendor at Closing.

Under the Property Agreement, certain prorations and adjustments shall be made (as the case may be) for items including real estate taxes, utility charges for the Property including water, sewer, electric, gas, telephone, trash removal, garbage removal and cable or satellite television, all rents and other payments on account of financial obligations of tenants of the Property, refundable security deposits and other refundable tenant deposits, rent abatements or tenant concessions, termination fees paid by tenants, relevant amounts payable for the maintenance and management of the Property, and other items customarily prorated in connection with the purchase and sale of properties similar to the Property.

The Vendor's obligation to sell the Property in accordance with the Property Agreement is conditional upon the satisfaction or waiver of the following conditions on or prior to the dates specified below:

1. the Vendor shall not have received written notice of termination pursuant to the Assignor's right to so terminate as contained therein, details of which are set out below;

2. on or before Closing, the Assignor shall have executed and delivered all of the closing documents as specified in the Property Agreement;

3. on or before Closing, the Assignor shall have delivered the full amount of the Consideration (taking into account the Earnest Monies and all prorations, credits and adjustments made pursuant to the Property Agreement), together with any and all other sums that are to be paid by the Assignor at Closing pursuant to the Property Agreement;

4. the representations and warranties made by the Assignor in the Property Agreement remaining true and correct in all material respects from the date of the Property Agreement up to the date of Closing; and

5. the Assignor shall have performed and complied in all respects with all covenants and obligations required to be performed by it as of the date of Closing and in accordance with the Property Agreement.

In the event that each and all of conditions mentioned above are not fully and completely satisfied or waived on or before the dates specified above, unless caused by a breach by the Vendor, the Vendor shall have the option to: (i) waive all or any of such conditions and proceed with Closing; or (ii) terminate the Vendor's obligation to sell the Property by written notice at or prior to Closing, whereupon the Vendor's obligation to sell and the Assignor's obligation to purchase the Property shall be deemed to be null and void and of no force or effect. In such case, neither the Vendor nor the Assignor shall have any further rights or obligations under the Property Agreement, except pursuant to such provisions in the Property Agreement which survive after the termination or