MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司

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1 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. MECOM POWER AND CONSTRUCTION LIMITED 澳能建設控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1183) DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY IN MACAU The Board is pleased to announce that on 30 November 2018, the Purchaser (a wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement with the Vendors whereby the Purchaser has agreed to purchase the Property at a consideration of HK$39,700,000 (equivalent to MOP40,891,000). The Property is an industrial unit in a multi-storey industrial building in Macau andwillbeusedbythegroupaswarehouse. As the highest applicable percentage ratio under Rule of the Listing Rules in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the shareholders approval requirement under Chapter 14 of the Listing Rules. INTRODUCTION The Board is pleased to announce that on 30 November 2018, the Purchaser, being an indirect whollyowned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendors in relation to the Acquisition, pursuant to which the Purchaser has agreed to purchase, and the Vendors have agreed to sell, the Property free from encumbrances at the Consideration of HK$39,700,000 (equivalent to MOP40,891,000). SALE AND PURCHASE AGREEMENT Date 30 November

2 Parties (1) Purchaser: EHY Construction and Engineering Company Limited (2) Sellers: The Vendors Subject of the Acquisition Pursuant to the Sale and Purchase Agreement, the Purchaser has agreed to purchase and the Vendors have agreed to sell the Property free from encumbrances. Information of the Property The Property is an industrial unit in a multi-storey industrial building and is situated at Unit B, 8/F, Industrial Pou Fung ( 寶豐工業大廈 ), No Rua De Francisco Xavier Pereira ( 俾利喇街 ), Macau. The Property has a total floor area of approximately square meters. The Property is currently subject to a tenancy at a monthly rental of HK$96,000 which will expire on 17 October 2019 and the tenant is an Independent Third Party. Consideration The Consideration for the Acquisition is HK$39,700,000 (equivalent to MOP40,891,000), which shall be paid by the Purchaser to the Vendors in the following manner: (a) the Purchaser shall pay the Deposit in the amount of HK$6,000,000 to the Vendors upon execution of the Sale and Purchase Agreement, which shall be applied towards partial payment of the Consideration; and (b) the Purchaser shall pay the remaining balance of the Consideration in the amount of HK$33,700,000 to the Vendors on the Completion Date. The Consideration was arrived at after arm s length negotiations between the Purchaser and the Vendors after taking into consideration, among others, the transaction prices of similar properties in the vicinity in recent months. Based on the valuation report on the Property prepared by an independent valuer engaged by the Company, the estimated market value of the Property is approximately HK$40,000,000 as at 26 November The Consideration will be funded by the portion of the IPO Net Proceeds which was allocated for the purpose of acquiring warehouse. Deposit Pursuant to the Sale and Purchase Agreement, the Deposit will be non-refundable and forfeited by the Vendors in the event that the Purchaser fails to complete the purchase of the Property in breach of the Sale and Purchase Agreement. 2

3 If the Acquisition fails to be completed due to breach of the Sale and Purchase Agreement by the Vendors, the Vendors shall return the Deposit to the Purchaser and pay an additional sum equivalent to the Deposit to the Purchaser as compensation. Alternatively, the Purchaser may elect not to accept such monetary compensation and opt for specific performance of the Sale and Purchase Agreement to require the Vendors to complete the Acquisition. Completion Completion of the Acquisition shall take place on the Completion Date, whereby the parties shall execute necessary legal documentations to effect the transfer of title of the Property from the Vendors to the Purchaser. REASONS FOR AND BENEFITS OF THE ACQUISITION As mentioned in the section headed Future Plans and Use of Proceeds in the Prospectus, it is the plan and strategy of the Group to strengthen its storage facilities for equipment and materials by acquiring a warehouse. The Group is currently leasing various premises for the warehouse use. The Directors consider that the Group would benefit from securing a permanent base for its centralized warehouse, so as to enhance its operations and with the benefit of saving rental expenses. The Directors are of the view that the Acquisition and the terms and conditions of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole. INFORMATION OF THE PARTIES TO THE ACQUISITION The Group The Group is a renowned integrated construction engineering contractor and power substations contractor in Macau. The Purchaser The Purchaser, an indirect wholly-owned subsidiary of the Company, is a company incorporated in Macau with limited liability and principally engaged in structural steelworks, civil engineering construction, fitting out and renovation works, high voltage power substation construction and its system installation works, facilities management and alteration and maintenance works and services. The Vendors To the best of the Directors knowledge, information and belief having made all reasonable enquiries, each of the Vendors is an Independent Third Party. 3

4 LISTING RULES IMPLICATIONS As the highest applicable percentage ratio under Rule of the Listing Rules in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the shareholders approval requirement under Chapter 14 of the Listing Rules. DEFINITIONS Unless the context otherwise requires, the terms used in this announcement shall have the following meanings: Acquisition Board Company Completion Date connected person(s) Consideration Deposit Director(s) Group HK$ Hong Kong Independent Third Party(ies) IPO Net Proceeds the acquisition of the Property by the Purchaser from the Vendors pursuant to the terms and conditions of the Sale and Purchase Agreement the board of Directors MECOM Power and Construction Limited, an exempted company incorporated in the Cayman Islands with limited liability whose Shares are listed on the Main Board of the Stock Exchange (stock code: 1183) the date on which completion of the Acquisition takes place, which shall be a date on or before 1 February 2019 has the meaning ascribed to it under the Listing Rules the consideration for the Acquisition in the amount of HK$39,700,000 (equivalent to MOP40,891,000) the deposit in the amount of HK$6,000,000 payable by the Purchaser to the Vendors upon execution of the Sale and Purchase Agreement which forms part of the Consideration the director(s) of the Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China third party(ies) who/which is(are) independent of and not connected with the Company and the connected persons of the Company the net proceeds received by the Company from its initial public offering on the Stock Exchange which was completed in February

5 Listing Rules Macau MOP Property Prospectus Purchaser Sale and Purchase Agreement Share(s) Shareholder(s) Stock Exchange subsidiary(ies) Vendors the Rules Governing the Listing of Securities on the Stock Exchange the Macau Special Administrative Region of the People s Republic of China Macanese pataca, the lawful currency of Macau Unit B, 8/F, Industrial Pou Fung ( 寶豐工業大廈 ), No Rua De Francisco Xavier Pereira ( 俾利喇街 ), Macau prospectus of the Company dated 1 February 2018 in relation to the listing of the Company on the Main Board of the Stock Exchange EHY Construction and Engineering Company Limited, a company incorporated in Macau and an indirect wholly-owned subsidiary of the Company the sale and purchase agreement dated 30 November 2018 entered into between the Purchaser and the Vendors in relation to the Acquisition the ordinary share(s) of HK$0.01 each in the share capital of the Company the holder(s) of the Shares The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Listing Rules Mr. Ho Sek Wa, Ms. Tang Wai Kuan, Mr. Kou Chi Fai, Ms. Chan Kuai Sim and Mr. Wong Pou Chun By Order of the Board MECOM Power and Construction Limited Kuok Lam Sek Chairman Hong Kong, 30 November 2018 As at the date of this announcement, the executive Directors are Mr. Kuok Lam Sek and Mr. Sou Kun Tou, and the independent non-executive Directors are Ms. Chan Po Yi, Patsy, Mr. Cheung Kiu Cho, Vincent and Dr. Ngan Matthew Man Wong. 5