Able Engineering Holdings Limited — M&A Activity 2020

Jul 3, 2020

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)

JOINT ANNOUNCEMENT

INSIDE INFORMATION

LAPSE OF THE FRAMEWORK AGREEMENT IN RELATION TO THE POSSIBLE ACQUISITION

This joint announcement is made by Vantage and Able Holdings pursuant to Rule 13.09(2) of the Listing Rules and Inside Information Provisions under Part XIVA of the SFO.

Reference is made to the joint announcements made by Vantage and Able Holdings dated 9 July 2019 and 2 January 2020 (the “ Joint Announcement ( s )”) in respect of the Possible Acquisition. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcements.

As disclosed in the Joint Announcement dated 9 July 2019, the Purchaser and the Vendor had entered into the Framework Agreement in relation to the Possible Acquisition on 9 July 2019. As further announced in the Joint Announcement dated 2 January 2020, a supplementary agreement was entered between the Purchaser and the Vendor on 2 January 2020 to extend the Agreement Valid Period to 2 July 2020 (or such other period as duly agreed by both parties in writing) (the “ Extended Agreement Valid Period ”) in order to provide additional time for the fulfillment of the Conditions Precedent as stated in the Framework Agreement.

Given that the Conditions Precedent have not been fulfilled or waived by the Purchaser within the Extended Agreement Valid Period and no further agreement has been entered into between the Purchaser and the Vendor, the Framework Agreement had lapsed after the end of the Extended Agreement Valid Period on 2 July 2020 pursuant to the terms of the Framework Agreement. Therefore, the Possible Acquisition constituted under the Framework Agreement will not be proceeded.

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Upon lapse of the Framework Agreement, the Framework Agreement shall cease to have any further effect and the obligations thereunder shall be discharged. The Vantage Board and the Able Holdings Board believe that the lapse of the Framework Agreement will have no impact on the financial position and current businesses of the Vantage Group and the Able Group.

DEFINITIONS

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

“ 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 “ Listing Rules ” the Rules Governing the Listing of Securities on The Stock Exchange “ SFO ” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “ 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 “ Vantage Board ” the board of directors of Vantage

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

Hong Kong, 3 July 2020

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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

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. MONG Chan

Able Holdings Executive Directors Mr. NGAI Chun Hung Mr. CHEUNG Ho Yuen Mr. LAU Chi Fai, Daniel Mr. IP Yik Nam Mr. YAU Kwok Fai Independent Non-executive Directors Dr. LI Yok Sheung Ms. MAK Suk Hing Ms. LEUNG Yuen Shan, Maisy

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