Sky Forever Supply Chain Management Group Limited

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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. Sky Forever Supply Chain Management Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 8047) VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING ON STRATEGIC COOPERATION The Board is pleased to announce that on 22 December 2015, Shenzhen Sky Forever, a whollyowned subsidiary of the Company entered into a MOU with Zhongmao Yuhua in relation to the formation of a strategic cooperation relationship. The Board wishes to emphasize that the MOU sets out the Proposed Cooperation framework between the relevant parties and may or may not lead to the entering into of the formal and specific cooperation agreement. Any such further cooperation mentioned may or may not materialize. Shareholders and investors should exercise caution in dealing with the securities of the Company. This announcement is made by the Company on a voluntary basis. 1

2 The Board is pleased to announce that on 22 December 2015, Shenzhen Sky Forever, a whollyowned subsidiary of the Company has entered into MOU with Zhongmao Yuhua in relation to the formation of a strategic cooperation relationship. The principal terms of the MOU are set out below. Principal Terms of the MOU Date: 22 December 2015 Parties: Shenzhen Sky Forever and Zhongmao Yuhua To the best knowledge of the Board after making all reasonable enquiries, Zhongmao Yuhua and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the GEM Listing Rules). Terms of cooperation Pursuant to the MOU, the proposed scope of cooperation includes but not limited to: (a) (b) (c) (d) (e) (f) Promoting and operating the brand of Northern City of Timber* ( ) at Guangsenyuan industrial park* ( ): Research and development of new materials and crafts; Operating and development of e-commence platforms; Operating and developing a platform for financial services at Guangsenyuan industrial park*; Developing and promoting a Creativity Space* ( ) at Guangsenyuan industrial park*; Setup of a platform for specialized logistic services; (g) Setup of corporate tertiary education sector at Guangsenyuan industrial park* and launch a variety of the supportive programs in relation to timber materials, timber crafts, corporate management, marketing, e-commence, and other skills training and technique enhancement for the corporate development. Pursuant to the MOU, for the execution of the aforesaid strategic cooperation, it is intended that a joint team of not less than 10 people will be jointly formed by the Parties, which will be leaded by the responsible persons assigned by each of the said Parties, and the Parties will mutually decide on the requirements for the formation of the said joint team, and the person responsible for each of the Parties will meet regularly in order to discuss on the progress of the strategic cooperation and any substantial operative decision. 2

3 The Board is of the view that the cooperation with Zhongmao Yuhua will be beneficial to the development and expansion of the Group s timber supply chain business at Guangsenyuan industrial park*, which is consistent with the Company s business expansion strategy. Furthermore, leveraging on Zhongmao Yuhua s business strengths and resources at Linyi City* ( ) at Shandong province, which is the largest city in the PRC in term of trading and production of plywood, accounting for approximately 40% of total production and trading volume of plywood in the PRC, the synergic cooperation will enable the Group to create a solid commercial platform to capture additional business opportunities. The MOU merely provides a framework of cooperation between the Parties. The terms of cooperation contemplated under the MOU are subject to the term of any definitive agreement which the Parties may subsequently enter into from time to time. The cooperation period is valid for one year after the date of MOU ( Cooperation Period ). According to the terms of the MOU, the Cooperation Period could be continued by mutual agreement of the Parties upon expiry. The Company is an investment holding company whose subsidiaries are principally engaged in supply chain management services and the provision of energy management business. If the Proposed Cooperation proceeds to completion, the Company currently intends to leverage on the network and expertise and the management team of Zhongmao Yuhua with the view to developing the supply chain management services on timber and related products in the PRC. Zhongmao Yuhua is a limited liability company established in the PRC on 25 June According to the information provided, Zhongmao Yuhua is principally engaging in the supply chain management and distributing and trading of timber and related products, which is owned as to 54% equity interest of Linyi City Guangsenyuan Logistic Products and Technology Co., Ltd.* ( ), an other limited liability company established in the PRC on 1 December 2014 in the city of supply chain and timber and related products throughout the PRC. The Board wishes to emphasize that the MOU sets out the strategic cooperation framework between the relevant parties and may or may not lead to the entering into of the formal and specific cooperation agreement. Any such further cooperation mentioned may or may not materialize. Shareholders and investors should exercise caution in dealing with the securities of the Company. 3

4 DEFINITIONS In this announcement, the following definitions shall have the meanings set out below unless the context requires otherwise: Board Company Connected person(s) Directors GEM GEM Listing Rules Group HK$ MOU Proposed Cooperation PRC Shenzhen Sky Forever RMB Shareholders the board of Directors Sky Forever Supply Chain Management Group Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on GEM with stock code 8047 has the meaning ascribed to it under the GEM Listing Rules the directors of the Company the Growth Enterprise Market of the Stock Exchange The Rules Governing the Listing of Securities on GEM the Company and its subsidiaries Hong Kong Dollars, the lawful currency of Hong Kong a non-legally binding strategic cooperation memorandum of understanding entered into between the Shenzhen Sky Forever and Zhongmao Yuhua on 22 December 2015 in relation to the Proposed Cooperation the proposed strategic cooperation with Zhongmao Yuhua pursuant to the terms of the MOU the People s Republic of China Shenzhen Sky Forever Trade Management Co., Ltd* ( ), a wholly foreign-owned enterprise incorporated in the PRC on 25 November 2015 with limited liability and a wholly owned subsidiary of the Company Renminbi, the lawful currency of the PRC holders of the Shares 4

5 Shares Stock Exchange Zhongmao Yuhua shares of HK$0.01 each in the share capital of the Company The Stock Exchange of Hong Kong Limited Shandong Zhongmao Yuhua Timber Supply Chain Management Co., Ltd.* ( ), a joint stock limited liability company established in the PRC For the purpose of this announcement, the exchange rate used for conversion between HK$ and RMB is HK$1.00 = RMB0.82. Hong Kong, 22 December 2015 By order of the board of Sky Forever Supply Chain Management Group Limited Johnny Huang Chairman & Executive Director As at the date of this announcement, the executive Directors are Mr. Johnny Huang, Mr. Chen Jiang, Ms. Huang He and Mr. Wu Zhinan and the independent non-executive Directors are Mr. Chui Man Lung Everett, Ms. Li Mei and Mr. Liu Weiliang. This announcement will remain on the Latest Company Announcement page of the GEM website at for seven days after the date of publication and on the website of the Company at * For identification purposes only 5