Able Engineering Holdings Limited — Capital/Financing Update 2018

Jun 28, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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VANTAGE INTERNATIONAL ABLE ENGINEERING (HOLDINGS) LIMITED HOLDINGS LIMITED 盈信控股有限公司 安保工程控股有限公司 ( Incorporated in Bermuda ( Incorporated in the Cayman Islands with limited liability ) with limited liability ) (Stock Code: 15) (Stock Code: 1627)

VOLUNTARY JOINT ANNOUNCEMENT

IN RELATION TO ACQUISITION OF THE REMAINING UNIT OF MAN SHUNG INDUSTRIAL BUILDING

This announcement is made by Vantage International (Holdings) Limited and Able Engineering Holdings Limited pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

THE 11B ACQUISITION

Reference is made to the joint announcements of Vantage and Able Holdings dated 8 January 2018, 9 February 2018 and 12 April 2018, and the respective circular of each of Vantage and Able Holdings both dated 28 March 2018 (the “ Circulars ”) in relation to the acquisition of properties at Man Shun Industrial Building. Unless otherwise specified in this joint announcement, capitalised terms used herein shall have the same meanings as those defined in the Circulars.

In addition to the First Round Acquisition and Second Round Acquisition completed in April 2018, the Vantage Board and the Able Holdings Board are pleased to jointly announce that after trading hours of The Stock Exchange on 26 June 2018, the Purchaser, the 11B Vendor and the Property Agent entered into the 11B Provisional Agreement, pursuant to which the Purchaser agreed to purchase and the 11B Vendor agreed to sell the 11B Property at Man Shung Industrial Building at the 11B Consideration of HK$30,300,000.

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THE 11B PROVISIONAL AGREEMENT

The principal terms of the 11B Provisional Agreement are summarised below:

Date: 28 June 2018

Parties: (1) the Purchaser; (2) the 11B Vendor; and (3) the Property Agent

To the best of the knowledge, information and belief of the respective directors of Vantage and Able Holdings, having made all reasonable enquiries, the 11B Vendor, the Property Agent and their respective ultimate beneficial owner(s) (if applicable) are Independent Third Parties.

Subject of the 11B Acquisition

Pursuant to the 11B Provisional Agreement, the Purchaser has conditionally agreed to acquire and the 11B Vendor has conditionally agreed to sell the 11B Property.

Based on the information provided by the 11B Vendor, the 11B Property is currently leased to a third party independent of, and not connected with, Vantage and Able Holdings and their connected persons for industrial purpose for a monthly rental income of HK$19,000 with tenure expiring on 15 June 2019.

The 11B Consideration The 11B Consideration is HK$30,300,000, which shall be paid by the Purchaser by way of cash in the following manner:

1. initial deposit of HK$1,515,000, representing 5% of the 11B Consideration, paid upon signing of the 11B Provisional Agreement;

2. further deposit of HK$1,515,000, representing 5% of the 11B Consideration, payable on or before 27 July 2018; and

3. HK$27,270,000, representing the balance of the 11B Consideration, payable upon the 11B Completion.

The 11B Consideration was determined after arm’s length negotiations between the Purchaser and the 11B Vendor by reference to the prevailing market conditions, after considered the potential unity of ownership of the Man Shun Industrial Building after the 11B Completion. It is expected that the 11B Consideration, together with related transaction costs of approximately HK$3 million (which include, among others, stamp duties, agency fee and professional fees) will be financed by internal resources of the Able Holdings Group.

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The Able Holdings Group completed the acquisition of total 25/26 equal and undivided shares of the Man Shun Industrial Building through the First Round Acquisition and the Second Round Acquisition on 12 April 2018. After completion of the 11B Acquisition, the Able Holdings Group will own the entire Man Shung Industrial Building and the 11B Property will forms part of the self-owned working space of the Able Holdings Group as further specified in the Circulars. The 11B Acquisition will allow the Able Holdings Group to have a better usage of the areas and further enhance the utilization of floor space at Man Shung Industrial Building.

The Vantage Board and the Able Holdings Board consider that the terms of the 11B Provisional Agreement, including the 11B Consideration, are fair and reasonable and are in the interests of their respective shareholders as a whole.

None of the directors of Vantage and Able Holdings has any material interest in the 11B Acquisition and the transaction contemplated thereunder.

Agency fee

Upon 11B Completion, the Purchaser shall pay HK$300,000 to the Property Agent as commission for the services rendered by the Property Agent for the 11B Acquisition. The agency fee was determined after arm’s length negotiations between the Purchaser, the Property Agent and the 11B Vendor. The directors of Vantage and Able Holdings consider that the agency fee of the 11B Acquisition are fair and reasonable.

Conditions precedent

The 11B Completion is conditional upon and subject to the following condition:

The 11B Vendor have to show and prove that he has a good title to the 11B Property.

Completion

Subject to satisfaction of the condition(s) to the 11B Provisional Agreement and the 11B Formal Agreement, the 11B Completion shall take place on or before 30 August 2018.

As the 11B Completion is subject to the fulfilment of the condition(s) precedent under the 11B Provisional Agreement and the 11B Formal Agreement, the 11B Acquisition may or may not proceed. As such, shareholders and potential investors of Vantage and Able Holdings should exercise caution when dealing in the respective securities of Vantage and Able Holdings.

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DEFINITIONS

In this joint announcement, unless the context otherwise requires, the following terms shall have the following meanings:

• “ 11B Acquisition ” the acquisition of Portion B on 11[th] floor of Man Shung Industrial Building

• “ 11B Completion ” completion of the 11B Acquisition pursuant to the 11B Provisional Agreement and the 11B Formal Agreement in relation to the 11B Acquisition

• “ 11B Consideration ” HK$$30,300,000, being the purchase price of the 11B Property “ 11B Formal agreement ” the formal sale and purchase agreement in relation to the 11B Acquisition to be entered into between the Purchaser and the 11B Vendor on or before 11 July 2018

• “ 11B Property ” Portion B on 11[th] Floor of Man Shung Industrial Building, representing 1/26 equal and undivided shares of the building

• “ 11B Provisional the provisional agreement for sale and purchase of the 11B Property Agreement” entered into between the Purchaser, the 11B Vendor and the Property Agent on 28 June 2018

• “ 11B Vendo r” Mr. LEUNG Chin Ho, Independent Third Parties, the administrator of the deceased registered owner of Portion B on 11[th] Floor of Man Shung Industrial Building

• “ Able Holdings ” Able Engineering Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of The Stock Exchange (stock code: 1627), which is an indirect 75%-owned subsidiary of Vantage

• “ Able Holdings Board ” the board of directors of Able Holdings “ Property Agent ” Ricacorp Properties Limited, an Independent Third Party which is a company incorporated in Hong Kong with limited liability and is principally engaged in property agency service

• “ Purchaser ” Bright Wind Limited, a company incorporated in Hong Kong with limited liability, an indirect wholly-owned subsidiary of Able Holdings and an indirect non-wholly-owned subsidiary of Vantage

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“ Vantage ”

Vantage International (Holdings) Limited, an exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of The Stock Exchange (stock code: 15), which is a controlling shareholder of Able Holdings

“ Vantage Board ”

the board of directors of Vantage

By Order of the board VANTAGE INTERNATIONAL (HOLDINGS) LIMITED NGAI Chun Hung Chairman

By Order of the board ABLE ENGINEERING HOLDINGS LIMITED NGAI Chun Hung Chairman

Hong Kong, 28 June 2018

As at the date of this joint announcement, the composition of the Vantage Board and the Able Holdings Board are as follows :

Vantage Executive Directors Mr. NGAI Chun Hung Mr. YAU Kwok Fai Ms. LAU Tsz Kwan, Jone

Non-executive Director Dr. LEE Man Piu, Albert

Independent Non-executive Directors Prof. KO Jan Ming The Hon. IP Kwok Him, GBM , GBS , JP Mr. FUNG Pui Cheung, Eugene

Able Holdings

Executive Directors Mr. NGAI Chun Hung Mr. IP Yik Nam Mr. YAU Kwok Fai Mr. YAM Kui Hung Mr. LAU Chi Fai, Daniel Mr. CHEUNG Ho Yuen

Independent Non-executive Directors Dr. LI Yok Sheung Ms. MAK Suk Hing Ms. LEUNG Yuen Shan, Maisy

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