Soundwill : Announcements and Notices - Major Transaction Disposal of Indigo Dragon Limited and Resumption of Trading

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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.

SOUNDWILL HOLDINGS LIMITED (金朝陽集團有限公司*)

(Incorporated in Bermuda with limited liability)

(Stock Code: 878) MAJOR TRANSACTION DISPOSAL OF INDIGO DRAGON LIMITED AND RESUMPTION OF TRADING

The Board is pleased to announce that on 15 June 2016, the Purchaser entered into the Sale and Purchase Agreement with the Seller, the Guarantor and the Target Company in relation to the sale and purchase of the entire issued share capital of the Target Company and the assignment of the Sale Loans at an initial consideration of HK$820,000,000 (subject to adjustments).

As the highest applicable percentage ratio (as defined in the Listing Rules) for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction of the Company and is subject to the announcement, reporting and shareholders' approval requirements under Chapter 14 of the Listing Rules.

The Company has obtained written approval for the Sale and Purchase Agreement and the Disposal in accordance with Rule 14.44 of the Listing Rules from a closely allied group of shareholders comprising Madam Foo, Ko Bee Limited and Full Match Limited (both being companies wholly-owned by Madam Foo), which are beneficially interested in 96,602, 194,866,028 and 2,386,000 shares of the Company respectively, representing an aggregate of approximately 69.66% of the entire issued capital of the Company as at the date of this announcement.

A circular containing, among other things, further details of the Sale and Purchase Agreement and the Disposal is expected to be despatched to the Shareholders for information purposes only on or before 7 July 2016.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Main Board of the Stock Exchange was halted with effect from 2:38 p.m. on 15 June 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:00

a.m. on 16 June 2016.

Completion is subject to fulfillment (or if applicable, waiver) of the Conditions and therefore the Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. INTRODUCTION

The Board is pleased to announce that on 15 June 2016, the Purchaser entered into the Sale and Purchase Agreement with the Seller, the Guarantor and the Target Company in relation to the Disposal.

SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are summarised as follows:

Parties

(1)	Seller:	Mega Beyond Limited
(2)	Purchaser:	Trillion Winner Enterprises Limited
(3)	Guarantor:	Eagle Fund I.L.P., acting through Soundwill Capital Limited (an indirect wholly-owned subsidiary of the Company) as its general partner
(4)	Target Company:	Indigo Dragon Limited

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, each of the Purchaser and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons.

Subject Matter

Pursuant to the Sale and Purchase Agreement, (i) the Seller agreed to sell the Sale Share representing the entire issued share capital of the Target Company and to assign the Sale Loans; (ii) the Purchaser agreed to purchase the Sale Share and to accept assignment of the Sale Loans, free from all encumbrances.

The Target Group holds the entire legal and beneficial interest in the Properties. Further details of the Target Group and the Properties are set out below in the section headed "Information of the Target Company and the Properties" in this announcement.

Pursuant to the terms of the Sale and Purchase Agreement, the parties shall complete the sale and purchase of the Sale Share and the assignment of the Sale Loans simultaneously.

Consideration

Subject to the Consideration Adjustments (as defined below), the total aggregate amount of the consideration payable by the Purchaser for the transfer of the Sale Share and the assignment of the Sale Loans shall be an initial sum of HK$820,000,000, which shall be apportioned as follows:

1. the consideration for the assignment of the Sale Loans (i.e. the " Sale Loans Consideration") shall be the face value of the total outstanding amount of the Sale Loans as at Completion; and

2. the consideration for the transfer of the Sale Share (i.e. the "Sale Share Consideration") shall be the amount of the Consideration less the Sale Loans Consideration.

The Consideration shall be satisfied and paid by the Purchaser in the following manner:

1. the Deposit has been paid to the Seller's lawyers as stakeholders upon execution of the Sale and Purchase Agreement and shall be released to the Seller at Completion; and

2. the remaining balance of the Consideration shall be paid upon Completion in the following manner:

3. in favour of the mortgagee bank, a sum representing the total amount of the principal repayable and the interest payable under a bank loan in the principal amount of HK$202,430,000 borrowed by the Target Group as full settlement of the loan and for redemption of the security in respect of such loan at Completion;

4. in favour of the Seller, a sum representing the Sale Loans Consideration; and

5. in favour of the Seller, a sum representing the net balance amount (if any) after deducting the amount referred to in sub-paragraphs (1) and (2) above.

The Consideration was arrived at after arm's length negotiations between the Seller and the Purchaser on normal commercial terms principally with reference to the unaudited consolidated net asset value of the Target Group as at 31 May 2016, and taking into account the market value of the Properties as at 31 May 2016 of approximately HK$816,000,000 as indicated in a preliminary valuation report prepared by an independent property valuer.

Adjustments to the Consideration

The amount of the Consideration payable upon Completion is subject to the following adjustments in accordance with the Pro Forma Unaudited Completion Accounts and the Pro Forma Completion Statement (the "Completion Adjustments"):

1. there shall be added to the Consideration the amount of the Adjustment Amount if the Adjustment Amount is a positive figure;

2. there shall be deducted from the Consideration the amount of the Adjustment Amount if the Adjustment Amount is a negative figure; and

3. there shall be no adjustment to the Consideration if the amount of the Adjustment Amount is zero.

The Consideration as adjusted pursuant to the Completion Adjustments is subject to the following further adjustments (the "Post-Completion Adjustments", and together with the Completion Adjustments, the "Consideration Adjustments"):

1. there shall be added to the Consideration (as paid on Completion and including the Deposit) the amount (if any) by which the Adjustment Amount as shown in the Final Completion Statement is more than the Adjustment Amount as shown in the Pro Forma Completion Statement (subject to a maximum amount of HK$10,000); and

2. there shall be deducted from the Consideration (as paid on Completion and including the Deposit) the amount (if any) by which the Adjustment Amount as shown in the Final Completion Statement is less than the Adjustment Amount as shown in the Pro Forma Completion Statement.

It is expected that the Consideration Adjustments will not be material.

Conditions

Completion shall be conditional upon the satisfaction of all the following Conditions:

1. the Company having obtained the requisite approval from the Shareholders in relation to the Disposal as required under the Listing Rules;

2. issuance of the acknowledgement by the Building Authority confirming completion of the foundation works for the proposed redevelopment at the Properties;