Able Engineering Holdings Limited — M&A Activity 2018

Jan 8, 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 THE PROPERTIES

THE ACQUISITION

The Vantage Board and the Able Holdings Board are pleased to jointly announce that after trading hours of The Stock Exchange on 8 January 2018, the Purchaser, an indirect wholly-owned subsidiary of Able Holdings, and the Vendors entered into the Provisional Agreements pursuant to which the Purchaser agreed to purchase and the Vendors agreed to sell the Properties at the Consideration of HK$438,600,000.

LISTING RULES IMPLICATION

As one or more of the relevant percentage ratios in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition 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. DESPATCH OF CIRCULAR

To the best of the knowledge, information and belief of the respective directors of Vantage and Able A circular containing further informatioHoldings, having made all reasonable e n in qui r elation to the Acquisition is expected to be despatched to ies, no shareholder of Vantage and Able Holdings has a the Shmateri a reholders on or before [Date of Despatch].l 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 Provisional Agreements, 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 Provisional Agreements, 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 Provisional Agreements, the Acquisition and the transactions contemplated thereunder.

As Completion is subject to the fulfilment of the condition(s) precedent under the Provisional Agreements and the 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 Vantage Board and the Able Holdings Board are pleased to jointly announce that after trading hours of The Stock Exchange on 8 January 2018, the Purchaser and the Vendors entered into the Provisional Agreements pursuant to which the Purchaser agreed to purchase and the Vendors agreed to sell the Properties.

THE PROVISIONAL AGREEMENTS

The principal terms of the Provisional Agreements are summarised below:

Date: 8 January 2018 Parties: (1) the Purchaser; (2) the Vendors; 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 Vendors, the Property Agent and their respective ultimate beneficial owner(s) (if applicable) are Independent Third Parties.

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Subject of the Acquisition

Pursuant to the Provisional Agreements, the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the interests in the Properties. The Properties consist of 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, No. 7 Lai Yip Street, Kwun Tong, Kowloon.

Based on the information provided by the Vendors, 1/F Units A and B, 2/F Units A and B, part of 3/F Units A and 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 Unit B, 10/F Units A and B and 11/F Unit A are currently leased to various third parties independent of, and not connected with, Vantage and Able Holdings and their connected persons for industrial purposes for an aggregate monthly rental income of approximately HK$622,000 with tenures expiring on or before 14 January 2020 (subject to early termination by landlord, to the extent applicable).

The Properties are sold to the Purchaser on an “as is” basis. A full valuation report of the 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 Provisional Agreements, the parties shall enter into the Formal Agreements for the Acquisition of the Properties on or before 8 February 2018.

Consideration

The Consideration is HK$438,600,000, which shall be paid by the Purchaser by way of cash in the following manner:

1. initial deposits of aggregate HK$21,930,000, representing 5% of the Consideration, upon signing of the Provisional Agreements;

2. further deposits of aggregate HK$21,930,000, representing 5% of the Consideration, payable upon signing of the Formal Agreements; and

3. HK$394,740,000, representing the aggregate balances of the Consideration, payable upon Completion.

The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendors by reference to the prevailing market conditions, as well as the location of the Properties and market price of comparable properties in the same district. A full valuation report on the 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 Consideration, together with related transaction costs of approximately HK$45 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.

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For the avoidance of doubt, the Consideration 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 Provisional Agreements, including the 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 Vendors have to show and prove that they have a good title to the respective Properties.

Completion

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

REASONS FOR AND BENEFITS OF THE ACQUISITION

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 Building Environment Assessment Method (“ BEAM ”) for its projects; and e) set up an innovation and technology team 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.

Taking into account 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.

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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 Provisional Agreements, the Acquisition and the transactions contemplated thereunder.

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.

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 are individuals or companies incorporated in Hong Kong with limited liability and are Independent Third Parties.

IMPLICATION UNDER THE LISTING RULES

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 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 Provisional Agreements, 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 Provisional Agreements, 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 Provisional Agreements, the Acquisition and the transactions contemplated thereunder.

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 will apply to The Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules for an extension of deadline for the dispatch of their respective circular.

As Completion is subject to the fulfilment or waiver of the condition(s) precedent under the Provisional Agreements and the 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:

“ Able Holdings ” Able Engineering Holdings Limited ( 安保工程控股有限公司 ), 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

• “ Able Holdings Group ” Able Holdings and its subsidiaries

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• “ Able Holdings Share(s) ” ordinary share(s) of HK$0.01 each in the share capital of Able Holdings

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

• “ BVI ” the British Virgin Islands

• “ Completion ” completion of the Acquisition pursuant to the Provisional Agreements and the Formal Agreements in relation to the Acquisition

• “ connected person(s) ” shall have the meaning as ascribed to it under the Listing Rules

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

• “ Formal Agreements ” the formal sale and purchase agreements in relation to the Acquisition to be entered into between the Vendors and the Purchaser on or before 8 February 2018

• “ Fame Yield ” Fame Yield International Limited, a company incorporated in Hong Kong which holds 235,000,000 Vantage Shares (representing approximately 13.96% of the issued Vantage Shares as at the date of this joint announcement), the entire issued share capital of which is legally and beneficially owned by Mr. NGAI

• “ HK$ ” Hong Kong dollars, the lawful currency of Hong Kong

• “ Hong Kong ” the Hong Kong Special Administrative Region of the People’s Republic of China

• “ Independent Third third party(ies) independent of, not connected or acting in concert (as Party(ies) ” defined in the “Codes on Takeovers and Mergers and Share Buybacks”) with Vantage and Able Holdings and any of their connected persons or any of their respective associates (as defined under the Listing Rules)

• “ Listing Rules ” the Rules Governing the Listing of Securities on The Stock Exchange

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“ Mr. NGAI ”

• Mr. NGAI Chun Hung, a controlling shareholder of Vantage (who deemed to be interested in 1,080,011,200 Vantage Shares, which comprise (i) 6,250,800 Vantage Shares held by himself; (ii) 838,760,400 Vantage Shares held by Winhale by virtue of him being the settlor of The Xyston Trust, a discretionary trust founded by Mr. NGAI for the benefits of his family members; and (iii) 235,000,000 Vantage Shares held by Fame Yield by virtue of his beneficial interest in the entire issued share capital of Fame Yield) and Able Holdings (who deemed to be interested in the 1,500,000,000 Able Holdings Shares held by Profit Chain by virtue of his deemed interest in approximately 64.17% of the entire issued capital of Vantage), an executive director and the chairman of the Vantage Board and the Able Holdings Board

• “ Profit Chain ”

• Profit Chain Investments Limited, a company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of Vantage and the direct holding company of Able Holdings

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

• “ 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, No. 7, Lai Yip Street, Kwun Tong, Kowloon

• “ 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

• “ Stock Exchange ” The Stock Exchange of Hong Kong Limited

• “ 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

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“ Vantage Board ”

the board of directors of Vantage

• “ Vantage Group ”

• “ Vantage Group ” Vantage and its subsidiaries, which includes the Able Holdings Group “ Vantage Share(s) ” ordinary share(s) of HK$0.025 each in the share capital of Vantage “ Vendor A ” Merrison Properties Investment Company 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 1/F Units A and B, 2/F Units A and B, 5/F Units A and B and 6/F Units A and B of the Properties

• “ Vendor B ” Pacific Best Limited, an Independent Third Party which is a private company incorporated in Hong Kong with limited liability and is principally engaged in trading and property investment businesses, the Vendor for 7/F Unit A of the Properties

• “ Vendor C ” Asian-American Agency 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 8/F Units A and B of the Properties

• “ Vendor D ” Earnest Enterprises 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 9/F Unit A of the Properties

• “ Vendor E ” Golden Scene Industrial Limited, an Independent Third Party which is a private company incorporated in Hong Kong with limited liability and is engaged in property holding, the Vendor for 12/F and the Roof of the Properties

• “ Vendor F ” Yuen Richard and Yuen Ying Li Chiu Lina, Independent Third Parties, the Vendor for 3/F Units A and B of the Properties

• “ Vendor G ” Lo Yu Kam, an Independent Third Party, vendor for 4/F Unit B of the Properties

• “ Vendor H ” Ho Kan, an Independent Third Party, the Vendor for 9/F Unit B and 11/F Unit A of the Properties

• “ Vendor I ” Chan Chak Tak, Chan Chak Loy, Chan Tak Ngan, Chan Tak San and Chan Tak Ming James, Independent Third Parties, vendor for 10/F Units A and B of the Properties

• “ Vendors ” Vendor A, Vendor B, Vendor C, Vendor D, Vendor E, Vendor F, Vendor G, Vendor H and Vendor I

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“ Winhale ”

Winhale Ltd., a company incorporated in the BVI with limited liability which holds 838,760,400 Vantage Shares (representing approximately 49.84% of the issued Vantage Shares as at the date of this joint announcement), is ultimately beneficially wholly-owned by The Xyston Trust

“ % ”

per cent.

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, 8 January 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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