Able Engineering Holdings Limited — Capital/Financing Update 2018

Feb 9, 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 (HOLDINGS) LIMITED 盈信控股有限公司

( Incorporated in Bermuda with limited liability ) (Stock Code: 15)

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ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

( Incorporated in the Cayman Islands with limited liability )

(Stock Code: 1627)

MAJOR TRANSACTION MAJOR TRANSACTION

JOINT ANNOUNCEMENT IN RELATION TO ACQUISITION OF ADDITIONAL UNITS OF MAN SHUNG INDUSTRIAL BUILDING AND DELAY IN DESPATCH OF CIRCULAR

THE SECOND ROUND ACQUISITION

In addition to the First Round Acquisition, the Vantage Board and the Able Holdings Board are pleased to jointly announce that after trading hours of The Stock Exchange on 9 February 2018, the Purchaser, the Second Round Vendors and the Property Agent entered into the Second Round Provisional Agreements pursuant to which the Purchaser agreed to purchase and the Second Round Vendors agreed to sell the Second Round Properties at the Second Round Consideration of HK$180,000,000.

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LISTING RULES IMPLICATION

Reference is made to the Previous Joint Announcement in relation to the First Round Acquisition of the First Round Properties by the Purchaser. The First Round Acquisition and the Second Round Acquisition form a series of transactions involving the acquisition of units in Man Shung Industrial Building within 12-month period, the First Round Acquisition and the Second Round Acquisition are therefore being considered to be related and are required to be aggregated and be treated as if they were one transaction under Rule 14.22 of the Listing Rules.

Upon aggregation, as one or more of the relevant percentage ratios in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition and the transactions contemplated thereunder constitutes a major transaction for each of Vantage and Able Holdings under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement and shareholders’ approval requirements.

To the best of the knowledge, information and belief of the respective directors of Vantage and Able Holdings, having made all reasonable enquiries, no shareholder of Vantage and Able Holdings has a material interest in the Acquisition. As such, no shareholder of Vantage nor Able Holdings would be required to abstain from voting if a general meeting of each of Vantage and Able Holdings were convened to approve the Acquisition and the transactions contemplated thereunder.

Pursuant to Rule 14.44 of the Listing Rules, a written shareholders’ approval may be accepted in lieu of holding a general meeting. Vantage has obtained a written shareholders’ approval from a closely allied group of shareholders comprising of Winhale, Fame Yield and Mr. NGAI, who together hold approximately 64.17% of the issued Vantage Shares as at the date of this joint announcement, in lieu of holding a special general meeting to approve the Acquisition and the transactions contemplated thereunder. On the other hand, Profit Chain, being the controlling shareholder of Able Holdings, is holding 75% of the issued Able Holdings Shares as at the date of this joint announcement, has given Able Holdings a written approval to the Acquisition and the transactions contemplated thereunder. Accordingly, no special general meeting of Vantage nor Able Holdings will be convened for the purpose of approving the Acquisition and the transactions contemplated thereunder.

DELAY IN DESPATCH OF CIRCULAR

As additional time is required for Vantage and Able Holdings to prepare the relevant information for inclusion in their respective circular, each of Vantage and Able Holdings have obtained a waiver from The Stock Exchange from strict compliance with Rule 14.41(a) of the Listing Rules for an extension of deadline for the despatch of their respective circular on or before 28 March 2018.

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As Completion is subject to the fulfilment of the condition(s) precedent under the First Round Provisional Agreements, First Round Formal Agreements, the Second Round Provisional Agreements and the Second Round Formal Agreements, the 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.

THE ACQUISITION

Reference is made to the joint announcement of Vantage and Able Holdings dated 8 January 2018 (the “ Previous Joint Announcement ”) in relation to the First Round Acquisition of the First Round Properties by the Purchaser. Unless otherwise specified in this joint announcement, capitalised terms used herein shall have the same meanings as those defined in the Previous Joint Announcement.

On 8 January 2018, the Purchaser, an indirect wholly-owned subsidiary of Able Holdings and an indirect non-wholly-owned subsidiary of Vantage, the First Round Vendors and the Property Agent entered into the First Round Provisional Agreements pursuant to which the Purchaser agreed to purchase and the First Round Vendors agreed to sell the First Round Properties at the First Round Consideration of HK$438,600,000. As at the date of this joint announcement, the Purchaser and the First Round Vendors, except for Vendor A, Vendor B, Vendor D and Vendor G, had entered into the First Round Formal Agreements which the principal terms, including the conditions precedent thereunder, are the same as that of the First Round Provisional Agreements set out in the Previous Joint Announcement.

In addition to the First Round Acquisition, the Vantage Board and the Able Holdings Board are pleased to jointly announce that after trading hours of The Stock Exchange on 9 February 2018, the Purchaser, the Second Round Vendors and the Property Agent entered into the Second Round Provisional Agreements pursuant to which the Purchaser agreed to purchase and the Second Round Vendors agreed to sell the Second Round Properties at Man Shung Industrial Building at the Second Round Consideration of HK$180,000,000.

THE SECOND ROUND PROVISIONAL AGREEMENTS

The principal terms of the Second Round Provisional Agreements are summarised below:

Date: 9 February 2018

Parties: (1) the Purchaser; (2) the Second Round Vendors; and (3) the Property Agent

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

Subject of the Second Round Acquisition

Pursuant to the Second Round Provisional Agreements, the Purchaser has conditionally agreed to acquire and the Second Round Vendors have conditionally agreed to sell the interests in the Second Round Properties. The Second Round Properties consist of Ground Floor, Unit A on 4[th] Floor and Unit B on 7[th] Floor of Man Shung Industrial Building.

Based on the information provided by the Second Round Vendors, Unit A on the 4[th] Floor of Man Shung Industrial Building 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$40,000 with tenure expiring on 20 November 2018 while the remaining portion of the Second Round Properties are currently not leased.

The Second Round Properties are sold to the Purchaser on an “as is” basis. A full valuation report of the Second Round Properties, together with the First Round Properties, will be prepared by an independent professional valuer for inclusion in the circular to be despatched to the respective shareholders of Vantage and Able Holdings.

Pursuant to the Second Round Provisional Agreements, the parties shall enter into the Second Round Formal Agreements for the Second Round Acquisition on or before 23 February 2018.

Second Round Consideration

The Second Round Consideration is HK$180,000,000, which shall be paid by the Purchaser by way of cash in the following manner:

1. initial deposits of aggregate HK$9,000,000, representing 5% of the Second Round Consideration, upon signing of the Second Round Provisional Agreements;

2. further deposits of aggregate HK$9,000,000, representing 5% of the Second Round Consideration, payable upon signing of the Second Round Formal Agreements; and

3. HK$162,000,000, representing the aggregate balances of the Second Round Consideration, payable upon Completion.

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The Second Round Consideration was determined after arm’s length negotiations between the Purchaser and the Second Round Vendors by reference to the prevailing market conditions, as well as the location of the Second Round Properties and market price of comparable properties in the same district. A full valuation report on the Second Round Properties, together with the First Round Properties, will be prepared for inclusion in the circular to be despatched to the respective shareholders of Vantage and Able Holdings as required under the Listing Rules. It is expected that the Second Round Consideration, together with related transaction costs of approximately HK$17 million will be financed by a combination of (i) internal resources of the Able Holdings Group, and (ii) new bank financing to the extent where available.

For the avoidance of doubt, the aggregated consideration of the Acquisition (comprising the First Round Consideration and the Second Round Consideration) of HK$618,600,000 and the aggregate transaction costs of the Acquisition of approximately HK$62 million will not be funded by the net proceeds raised from the listing of Able Holdings on 20 February 2017 and the net proceeds raised thereunder have been and will be applied by Able Holdings in a manner in accordance with the use of proceeds as disclosed in the prospectus of Able Holdings dated 26 January 2017.

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

Conditions precedent

Completion is conditional upon and subject to the following condition:

The Second Round Vendors have to show and prove that they have a good title to the respective Second Round Properties.

Completion

Subject to satisfaction of the condition(s) to the Second Round Provisional Agreements and the Second Round Formal Agreements, Completion shall take place on or before 12 April 2018.

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REASONS FOR AND BENEFITS OF THE ACQUISITION

As set out in the Previous Joint Announcement, the existing head office of the Able Holdings Group is leased under an operating lease from Frason Holdings Limited, an indirect wholly-owned subsidiary of Vantage, which will expire in May 2019. Such operating lease arrangement constitutes continuing connected transactions of the Able Holdings Group pursuant to Chapter 14A of the Listing Rules. The Acquisition will provide a self-owned working space to the Able Holdings Group, including (i) provide more area to cater for the Able Holdings Group’s future development, e.g. a) provide enough working space for each of its employees; b) set up its own training center for staff development; c) set up project rooms for project teams to carry out meetings with sub-contractors and clients; d) set up a team focusing on BEAM for its projects; and e) set up an innovation and technology department to carry out research and development on building materials and building processes improvements; (ii) provide space for setting up its own workshops to fulfill license requirements from relevant government departments; and (iii) reduce the Able Holdings Group’s exposure to future rental expenditure increment.

After the completion of the Second Round Acquisition, the Able Holdings Group will own the entire floor of the 4[th] floor and the 7[th] floor. This allows the Able Holdings Group to have a better usage of the areas of these floors and further enhance the utilization of floor space.

Taking into account of the above factors, the respective directors of both Vantage and Able Holdings, consider that the terms of the Acquisition are on normal commercial terms and are fair and reasonable, and the Acquisition is in the interests of each of Vantage and its shareholders; and Able Holdings and its shareholders, as a whole.

None of the directors of Vantage and Able Holdings has any material interest in the Acquisition and therefore, none of them has abstained from voting on the board resolutions which approved the Acquisition and the transactions contemplated thereunder.

Vantage and Able Holdings will make further joint announcement(s) pursuant to the requirements of the Listing Rules should the Able Holdings Group further acquire the remaining unit(s) of Man Shung Industrial Building in the future.

INFORMATION OF THE VANTAGE GROUP

The Vantage Group is principally engaged in (i) the contract works business through the Able Holdings Group; (ii) the property investment and development business; and (iii) the provision of finance business.

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INFORMATION OF THE ABLE HOLDINGS GROUP

The Able Holdings Group is principally engaged in contract works business as a main contractor or sub-contractor, primarily in respect of building construction and repair, maintenance, alteration and addition works.

INFORMATION OF THE VENDORS

To the best of the knowledge, information and belief of the respective directors of Vantage and Able Holdings, having made all reasonable enquiries, the Vendors, comprising the First Round Vendors and the Second Round Vendors, are individuals or companies incorporated in Hong Kong with limited liability and are Independent Third Parties.

IMPLICATION UNDER THE LISTING RULES

Reference is made to the Previous Joint Announcement in relation to the First Round Acquisition of the First Round Properties by the Purchaser. The First Round Acquisition and the Second Round Acquisition form a series of transactions involving the acquisition of units in Man Shung Industrial Building within a 12-month period, the First Round Acquisition and the Second Round Acquisition are therefore being considered to be related and are required to be aggregated and be treated as if they were one transaction under Rule 14.22 of the Listing Rules.

Upon aggregation, as one or more of the relevant percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition and the transactions contemplated thereunder constitutes a major transaction for each of Vantage and Able Holdings under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the respective directors of Vantage and Able Holdings, having made all reasonable enquiries, no shareholder of Vantage and Able Holdings has a material interest in the Acquisition. As such, no shareholder of Vantage nor Able Holdings would be required to abstain from voting if a general meeting of each of Vantage and Able Holdings were convened to approve the Acquisition and the transactions contemplated thereunder.

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Pursuant to Rule 14.44 of the Listing Rules, a written shareholders’ approval may be accepted in lieu of holding a general meeting. Vantage has obtained a written shareholders’ approval from a closely allied group of shareholders comprising of Winhale, Fame Yield and Mr. NGAI, who together hold approximately 64.17% of the issued Vantage Shares as at the date of this joint announcement, in lieu of holding a special general meeting to approve the Acquisition and the transactions contemplated thereunder. On the other hand, Profit Chain, being the controlling shareholder of Able Holdings, is holding 75% of the issued Able Holdings Shares as at the date of this joint announcement, has given Able Holdings a written approval to the Acquisition and the transactions contemplated thereunder. Accordingly, no special general meeting of Vantage nor Able Holdings will be convened for the purpose of approving the Acquisition and the transactions contemplated thereunder.

DELAY IN DESPATCH OF CIRCULAR

As set out in the Previous Joint Announcement, a circular containing, among other things, (i) further information in relation to the Acquisition; (ii) full valuation report of the Properties; and (iii) other information as required under the Listing Rules is expected to be despatched to the respective shareholders of Vantage and Able Holdings on or before 14 February 2018. As additional time is required for Vantage and Able Holdings to prepare the relevant information for inclusion in their respective circular, each of Vantage and Able Holdings have obtained a waiver from The Stock Exchange from strict compliance with Rule 14.41(a) of the Listing Rules for an extension of deadline for the despatch of their respective circular on or before 28 March 2018.

As Completion is subject to the fulfilment of the condition(s) precedent under the First Round Provisional Agreements, the First Round Formal Agreements, the Second Round Provisional Agreements and the Second Round Formal Agreements, the 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.

DEFINITIONS

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

“ Acquisition ”

the First Round Acquisition and the Second Round Acquisition

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“ Completion ”

• completion of the First Round Acquisition and the Second Round Acquisition pursuant to the First Round Provisional Agreements, the First Round Formal Agreements, the Second Round Provisional Agreements and the Second Round Formal Agreements in relation to the Acquisition

• “ First Round Acquisition ”

• the acquisition of the First Round Properties by the Purchaser from the First Round Vendors pursuant to the First Round Provisional Agreements and the First Round Formal Agreements at the First Round Consideration

• “ First Round HK$438,600,000, being the aggregate purchase price of the First Round Consideration ” Properties

• “ First Round Formal the formal sale and purchase agreements in relation to the First Round Agreements ” Acquisition entered or to be entered into between the First Round Vendors and the Purchaser

• “ First Round Provisional the provisional agreements for sale and purchase of the First Round Agreements ” Properties entered into between the Purchaser, the First Round Vendors and the Property Agent on 8 January 2018

• “ First Round Properties ” 1/F Units A and B, 2/F Units A and B, 3/F Units A and B, 4/F Unit B, 5/F Units A and B, 6/F Units A and B, 7/F Unit A, 8/F Units A and B, 9/F Units A and B, 10/F Units A and B, 11/F Unit A and 12/F and the Roof of Man Shung Industrial Building

• “ First Round Vendors ” the vendors of the First Round Properties, comprising Vendor A, Vendor B, Vendor C, Vendor D, Vendor E, Vendor F, Vendor G, Vendor H and Vendor I

• “ Man Shung Industrial Man Shung Industrial Building, No. 7, Lai Yip Street, Kwun Tong, Building ” Kowloon

• “ Properties ” the First Round Properties and the Second Round Properties

• “ 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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• “ Second Round the acquisition of the Second Round Properties by the Purchaser from the Acquisition ” Second Round Vendors pursuant to the Second Round Provisional Agreements and the Second Round Formal Agreements at the Second Round Consideration

• “ Second Round HK$180,000,000, being the aggregate purchase price of the Second Consideration ” Round Properties

• “ Second Round Formal the formal sale and purchase agreements in relation to the Second Round Agreements ” Acquisition to be entered into between the Second Round Vendors and the Purchaser on or before 23 February 2018

• “ Second Round the provisional agreements for sale and purchase of the Second Round Provisional Properties entered into between the Purchaser, the Second Round Agreements ” Vendors and the Property Agent on 9 February 2018

• “ Second Round Ground Floor, Unit A on 4[th] Floor and Unit B on 7[th] Floor of Man Shung Properties ” Industrial Building

• “ Second Round the vendors of the Second Round Properties, comprising Vendor J, Vendors ” Vendor K and Vendor L

• “ Vendor J ” City Maker Limited, an Independent Third Party which is a private company incorporated in Hong Kong with limited liability and is principally engaged in property holding, the vendor for the Ground Floor of Man Shung Industrial Building

• “ Vendor K ” Best Prosper International Limited, an Independent Third Party which is a private company incorporated in Hong Kong with limited liability and is principally engaged in property investment, the vendor for Unit A on the 4[th] floor of Man Shung Industrial Building

• “ Vendor L ” Choy Yau King and Choi Siu Yor, Independent Third Parties, the vendor for Unit B on the 7[th] floor of Man Shung Industrial Building

• “ Vendors ”

the First Round Vendors and the Second Round Vendors

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, 9 February 2018

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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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