SDM Group Holdings Limited (Incorporated in the Cayman Islands with limited liability)

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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. SDM Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8363) DISCLOSEABLE TRANSACTION INVESTMENT IN BRJ CHINA CREDIT FUND On 8 April 2015 (after trading hours), Fortune Apex Enterprises Limited, a wholly owned subsidiary of the Company, has entered into the Subscription Agreement for the subscription of the Fund issued by Adamas AM in an aggregate amount of RMB8 million (equivalent to approximately HK$10 million). The Fund is expected to generate a nonguaranteed 4% dividend yield semi-annually with a minimum Lock-up Period of one year, commencing from the Subscription Date. Timing of payment and the amount of dividends will be determined at the sole discretion of the Fund Investment Manager. As one or more of the relevant percentage ratios (as defined under the GEM Listing Rules) of the Subscription exceeds 5% but is less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. The Board is pleased to announce that on 8 April 2015 after trading hours, Fortune Apex Enterprises Limited, a wholly owned subsidiary of the Company, has entered into the Subscription Agreement for the subscription of the Fund issued by Adamas AM in an aggregate amount of RMB8 million (equivalent to approximately HK$10 million). The Fund is expected to generate a non-guaranteed 4% dividend yield semi-annually with a minimum Lock-up Period of one year, commencing from the Subscription Date. Timing of payment and the amount of dividends will be determined at the sole discretion of the Fund Investment Manager. 1

2 THE SUBSCRIPTION AGREEMENT Particulars of the terms of the Subscription Agreement are set out below: Date of the Subscription Agreement: Parties to the Subscription Agreement: 8 April 2015 after trading hours Fortune Apex Enterprises Limited (Subscriber) BRJ China Credit Fund Limited (the Fund) To the best of the Directors knowledge and information available, having made all reasonable enquiries, the Fund, the Investment Manager, the Investment Advisor, the Administrator, and their respective ultimate beneficial owners are third parties and independent to the Group and its connected persons. Subscription amount: RMB8,000,000 (equivalent to approximately HK$10,047,200) INFORMATION ON THE FUND Fund name: Place of incorporation: Investment objective and strategies: Investment Manager: Investment Advisor: Investment period: Lock-up Period: Management fee: Performance fee: BRJ China Credit Fund Limited Cayman Islands Investing to the growth and operationally strong companies in the PRC with asset-backed investments. BRJ Asset Management Limited Adamas Asset Management (HK) Limited No fixed term. The Fund can be redeemed in part or in full at any time after the Lock-up Period 12 months commencing from the date of the Subscription Agreement 2% annually of the net asset value, payable quarterly in advance 20% (performance fee will only be calculated on any return above 8% per annum hurdle) on net asset value of the Fund 2

3 Anticipated rate of return: Redemption: Target non-guaranteed dividend of 4% of the subscription amount to be paid out to investors semi-annually. Timing of payment and the amount of dividends will be determined at the sole discretion of the Investment Manager The Company has an option to redeem semi-annually with a 3 months notice after the Lock-up Period As at 28th February 2015, the Fund s AUM was approximately US$13 million (equivalent to approximately HK$101 million). Net asset appreciation of the fund in 2013 and 2014 were 7.70% (five months only) and 14.11% respectively, resulting in a total inception to date increase of 22.90%. Dividend paid out in 2013 and 2014 were 3.33% and 8.49% respectively of investor s subscription amount. The completion of the Subscription Agreement is unconditional and completion has taken place on 8 April 2015 after trading hours. REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION The Board considers that the Subscription is in line with the Group s objective to grow its investment return by adopting a proactive but prudent approach in its investments. Based on the Fund s past performance record, the Board considers that the Fund is well-managed by investment professionals, the Board expects that the Subscription will provide the Group with an opportunity to manage its excess liquidity through efficient access to a wider variety of investment channels to which the Group may not have access at present while giving the Group flexibility to redeem the Fund after one year lock up as and when the Board considers it to be beneficial to the Group. The Subscription price per share is based on the net asset value per share of the Fund as at 31 March After the one year Lock-up Period, the Group intends to hold the Fund for investment purpose and will realize the Subscription on terms that the Board considers appropriate. The Board will redeem the Fund, in part or in full, according to its funding need should any other more suitable investment opportunities arise. The Directors are of the view that the Subscription is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Company intends to fund the aggregate amount of the Subscription solely from its internal resources. There will be no changes to the use of proceeds from the listing of its shares on the Stock Exchange in October Based on the above, the Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreement are fair and reasonable and on normal commercial terms, and the transactions contemplated under the Subscription Agreement are in the interests of the Company and the Shareholders as a whole. 3

4 INFORMATION ON THE COMPANY The Group is one of the largest dance institutions for children in Hong Kong as at 31 December 2014, and is operating under the brand of SDM Jazz & Ballet Academie (SDM 爵 士 芭 蕾 舞 學 院 ) which has established goodwill and gained brand recognition in Hong Kong. The shares of the Company were successfully listed on GEM on 14 October INFORMATION ON BRJAM BRJ Asset Management Limited is a Cayman Islands limited company incorporated in 2013 and the investment manager of the Fund subscribed by the Company. BRJAM is responsible for any fees payable to Adamas AM in its role as the Fund s investment adviser. INFORMATION ON ADAMAS AM Adamas Asset Management (HK) Limited is an investment group that provides structured funding for growth enterprises in Greater China and developed market across Asia since It carries on, and is licensed to conduct, asset management business (regulated activity type 9) under the SFO. With AUM of approximately US$620 million (equivalent to approximately HK$4,836 million), Adamas AM manages US$, RMB and JPY funds for institutional investors, family offices and shareholders of Adamas Finance Asia Ltd, a company listed on the AIM market of the London Stock Exchange (ADAM.LN). Adamas AM has been appointed as the investment adviser to the Fund pursuant to an investment advisory agreement. IMPLICATIONS UNDER THE GEM LISTING RULES As one or more of the relevant percentage ratios (as defined under the GEM Listing Rules) of the Subscription exceeds 5% but is less than 25%, the Subscription constitutes a discloseable transactions of the Company and is subject to the notification and announcement requirements under Chapter 19 of the GEM Listing Rules. DEFINITIONS Unless the context otherwise requires, the following terms used herein have the following meanings: Adamas AM or Investment Advisor Administrator AUM Board Adamas Asset Management (HK) Limited, is a Hong Kong limited company, which is licensed to conduct asset management business (regulated activity type 9) under the SFO and also the investment advisor to BRJAM Alter Domus Hong Kong Limited, the administrator of the Fund Assets under management the board of Directors 4

5 BRJAM or Investment Manager Director(s) Fund GEM GEM Listing Rules Group HK$ Lock-up Period PRC RMB SFO Shareholder(s) Stock Exchange Subscription Subscription Agreement BRJ Asset Management Limited, a Cayman Islands limited company, which is also the investment manager of the Fund the director(s) of the Company BRJ China Credit Fund Limited, an exempted company incorporated with limited liability in the Cayman Islands the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on the GEM the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong the 12 month period commencing from the date of the Subscription Agreement the People s Republic of China (for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan) Renminbi, the lawful currency of the PRC the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong the holder(s) of the ordinary share(s) in the issued share capital of the Company The Stock Exchange of Hong Kong Limited The subscription into the Fund in the principle amount of RMB8 million (equivalent to approximately HK$10 million) pursuant to the Subscription Agreement the subscription agreement dated 8 April 2015 entered into between Fortune Apex Enterprises Limited and BRJ China Credit Fund Limited (after trading hours) in relation to the Subscription Subscription Date the subscription date is on 8 April 2015 the Company JPY SDM Group Holdings Limited, a company incorporated and registered as an exempted company with limited liability in the Cayman Islands on 12 February 2014 whose shares are listed on GEM Japanese Yen, the lawful currency of Japan 5

6 US$ United States Dollar, the lawful currency of the United States By order of the Board SDM Group Holdings Limited Chiu Ka Lok Chairman Hong Kong, 8 April 2015 As at the date of this announcement, the executive Directors are Mr. Chiu Ka Lok and Mr. Chun Chi Ngon Richard, the non-executive Directors are Dr. Chun Chun, Ms. Yeung Siu Foon and Ms. Yip Sze Pui Fione, and the independent non-executive Directors are Mr. Lau Sik Yuen, Ms. Chiu Wing Kwan Winnie and Dr. Yuen Man Chun Royce. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the GEM ) 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 there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for at least 7 days from the date of its posting and be posted on the website of the Company at 6