Ann: Trading Halt, page-34

Zhitong Finance APP, Maoye Group (00273) announced that on February 8, 2019, Mason Food (a subsidiary of the company) agreed to sell 46% of Blend and Pack Pty Ltd (ACN 124 152 941) (target company) to WHA and It is agreed that Wart Health will be granted a call option and that Wattle Health will be granted a put option.Upon completion of the sale of the option shares and assuming that all the option shares are sold, the company will no longer have any interest in the target company. The total consideration for the 46% equity interest of the Target Company is A$47.791 million.Pursuant to the option deed, the company agreed to grant put and call options for 29% of the issued shares of Blend and Pack Pty Ltd, Mason Food will grant the call option to Wattle Health and Wattle Health will grant the put option to Mason Food. The consideration payable by Mason Food for the grant of the put option is $10.If the Target Company's EBIT is AUD 7.5 million in any financial year after the completion of the Sale and Purchase Agreement, the option may be exercised within the six-month period following the 24th month after the completion of the sale and purchase agreement and the 45th month prior to each anniversary of the option deed; Each of the parties will have the right to exercise their options at any time, at the discretion of the 45th month after the completion of the sale and purchase agreement, but before the 48th month.The total consideration (option strike price) payable on the option shares during the exercise of the option will range from approximately A$39.629 million to approximately A$86.929 million.The company acquired 75% of the target company in 2017. The Target Company was established in 2007 and is principally engaged in the modulation, packaging and distribution of dairy products and nutritional formula products in Australia. The profit after tax of the Target Company for the 2017 and 2018 fiscal years was A$3.136 million and A$2.012 million.Based on strong demand for high quality healthcare services in the Asia Pacific region, the Group is actively seeking strategic investment opportunities in the healthcare industry in the region, including the joint venture consortium to acquire the controlling interest in Genea Limited, Australia's leading assisted reproductive and technology group. The deal will benefit the group and free up its capital to prepare for strategic investments to realize its vision of becoming a global “health + finance” solutions business group.The Directors consider that the Group's sale of the Sale Shares can reduce the business risks involved in cross-border trading activities and at the same time retain the possibility of further gains in the sale of the Option Shares.