CASH Financial Services Group Limited — M&A Activity 2021

Jun 2, 2021

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.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company or CASH.

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CASH FINANCIAL CELESTIAL ASIA CELESTIAL SERVICES GROUP SECURITIES INVESTMENT LIMITED HOLDINGS LIMITED GROUP 時富金融服務集團 時富投資集團有限公司 *** LIMITED 有限公司 *** (incorporated in Bermuda with (incorporated in the limited liability) British Virgin Islands (incorporated in Bermuda with (Stock code: 1049) with limited liability) limited liability) (Stock code: 510)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO THE CONDITIONAL MANDATORY CASH OFFERS BY EDDID CAPITAL ON BEHALF OF CIGL (A WHOLLY-OWNED SUBSIDIARY OF CASH) TO ACQUIRE ALL OF THE ISSUED SHARES IN THE CAPITAL OF CFSG (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY CIGL AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME THE SHARE OFFER IS MADE) AND FOR THE CANCELLATION OF ALL THE OUTSTANDING CFSG OPTIONS

References are made to (i) the initial joint announcement dated 31 December 2020 made by CASH Financial Services Group Limited (“Company”), Celestial Investment Group Limited (“Offeror”) and Celestial Asia Securities Holdings Limited (“CASH”) dated 31 December 2020; (ii) the subsequent announcements dated 12 January 2021 and 30 April 2021 made by the Company; (iii) the subsequent joint announcements dated 21 January 2021, 19 February 2021, 19 March 2021, 19 April 2021, 14 May 2021 and 26 May 2021 made by the Company, the Offeror and CASH in relation to, inter alia, the Acquisitions and the Offers and the S&P Completion; and (iv) the composite offer and response document date 2 June 2021 made by the Company and the Offeror in relation to the Offers (“Composite Document”). Unless the context requires otherwise, terms defined in the Composite Document have the same meanings when used in this joint announcement.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the terms of the Offers (including the expected timetable); (ii) the letter from the Independent Board Committee in relation to the Offers; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee, the Offer Shareholders and the Optionholders in respect of the Offers, together with the Form(s) of Acceptance, has been despatched to the Shareholders and the Optionholders on 2 June 2021 in accordance with the Takeovers Code.

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EXPECTED TIMETABLE

The expected timetable set out below is indicative only and may be subject to changes. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate. All time and date references contained in the Composite Document and the Form(s) of Acceptance refer to Hong Kong local time and dates.

Despatch date of the Composite Document and the Form(s) of Acceptance and the commencement date of the Offers (Note 1) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ Wednesday, 2 June 2021 Latest time and date for acceptance of the Offers on the First Closing Date (Notes 2 and 5) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ 4:00 p.m. on Wednesday, 23 June 2021 First Closing Date of the Offers (Note 1) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ Wednesday, 23 June 2021 Announcement of the results of the Offers as at the First Closing Date, or as to whether the Offers have been extended or become unconditional as at the First Closing Date, on the website of the Stock Exchange (Note 2) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ no later than 7:00 p.m. Wednesday, 23 June 2021 Latest date for posting of remittance in respect of valid acceptances received under the Offers by the First Closing Date (assuming the Offers become or are declared unconditional on such date) (Notes 4 and 5) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ Monday, 5 July 2021 Latest time and date for the Offers to remain open for acceptance (assuming the Offers become or are declared unconditional on the First Closing Date) (Note 3) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ 4:00 p.m. on Wednesday, 7 July 2021 Final closing date of the Offers if the Offers become or are declared unconditional on the First Closing Date ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ Wednesday, 7 July 2021 Latest date for posting of remittance in respect of valid acceptances received under the Offers on or before 4:00 p.m. on 7 July 2021, being the latest date on which the Offers remain open for acceptances assuming the Offers become or are declared unconditional in all respects on the First Closing Date ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ Friday, 16 July 2021

Latest time and date which the Offers can become or be declared unconditional as to acceptances (Note 6) ꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏꞏ 7:00 p.m. on Monday, 2 August 2021

Notes:

1. The Offers are made on Wednesday, 2 June 2021, namely the date of posting of the Composite Document and the Form(s) of Acceptance, and is capable of acceptance on and from that date until the First Closing Date. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed “Right of Withdrawal” in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offers must initially be opened for acceptance for at least twenty-one (21) days following the date on which the Composite Document was posted. The Offers will be closed on the First Closing Date unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. An announcement will be issued through the website of the Stock Exchange by 7:00 p.m. on the First Closing Date stating the results of the Offers and whether the Offers have been extended, revised or expired. In the event that the Offeror decides that the Offers will remain open, the announcement will state the next Closing Date of the Offers or, if the Offers have become or been declared unconditional, that the Offers will remain open until further notice. At least fourteen (14) days’ notice by way of an announcement will be given before the Offers are closed to those Offer Shareholders and Optionholders who have not accepted the Offers.

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1. In accordance with the Takeovers Code, where the Offers become or is declared unconditional in all respects, the Offers should remain open for acceptance for not less than fourteen (14) days thereafter. In such case, at least fourteen (14) days’ notice in writing must be given before the Offers are closed to the Offer Shareholders and Optionholders who have not accepted the Offers. The Offeror has the right, subject to the Takeovers Code, to extend the Offers until such date as it may determine or as permitted by the Executive.

2. Remittances in respect of the cash consideration payable for the Shares tendered under the Share Offer and for the Options tendered under the Option Offer respectively will be despatched to the respective accepting holders of the Offer Shares and the Options by ordinary post at their own risks as soon as possible but in any event within seven (7) Business Days from the later of the date on which the Offers become or is declared unconditional and the date of receipt of a duly completed acceptance in accordance with the Takeovers Code.

Pursuant to Rule 17 of the Takeovers Code, an acceptor shall be entitled to withdraw it/his/her acceptance after twenty-one (21) days from the First Closing Date if the Offers have not by then become unconditional as to acceptances. However, this entitlement to withdraw shall only be exercisable until such time as the Offers become or is declared unconditional as to acceptances. For further details, please refer to Appendix I to the Composite Document.

1. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning, or post-super typhoon extreme conditions:

2. (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers and the posting of remittances will remain at 4:00 p.m. on the same Business Day; or

3. (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day.

4. In accordance with the Takeovers Code, except with the consent of the Executive, the Offers may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the day on which the Composite Document was posted. Where a period laid down by the Takeovers Code ends on a day which is not a Business Day, the period is extended until the next Business Day. Accordingly, unless the Offers have previously become or is declared unconditional as to acceptance, the Offers will lapse after 7:00 p.m. on Monday, 2 August 2021, unless extended with the consent of the Executive.

Save as mentioned above, if the latest time for the acceptance of the Offers does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

WARNING

The Shareholders and the Optionholders are strongly advised to read the Composite Document and Form(s) of Acceptance carefully, including the letter of recommendation from the Independent Board Committee and the letter of advice from Vinco Capital to the Independent Board Committee and the Offer Shareholders before deciding whether or not to accept the Offers.

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Shareholders, optionholders and potential investors of the Company and CASH are advised to exercise caution when dealing in the relevant securities of the Company and/or CASH. If any shareholders, optionholders or potential investors of the Company and/or CASH are in any doubt about their position, they should consult their own professional advisers.

On behalf of the board of On behalf of the Board On behalf of the board of directors directors of the Offeror Lewis Li of CASH Bankee P. Kwan Executive Director and Bankee P. Kwan Director and Chairman Chief Financial Officer Executive Director and Chairman

Hong Kong, 2 June 2021

As at the date hereof, the Board comprises:-

Executive directors: Independent non-executive directors: Dr Kwan Pak Hoo Bankee, JP Mr Cheng Shu Shing Raymond Mr Li Shing Wai Lewis Mr Lo Kwok Hung John Mr Kwan Teng Hin Jeffrey Mr Lo Ming Chi Charles Mr Kwok Ka Lok Lionel Mr Ng Hin Sing Derek

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement to the extent it relates to the Group and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the directors of CASH and the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date hereof, the board of directors of CASH comprises:-

Executive directors:	Independent non-executive directors:
Dr Kwan Pak Hoo Bankee, JP	Mr Leung Ka Kui Johnny
Mr Li Shing Wai Lewis	Mr Wong Chuk Yan
Mr Leung Siu Pong James	Dr Chan Hak Sin
Mr Kwan Teng Hin Jeffrey

As at the date hereof, the board of directors of the Offeror comprises:-

Dr Kwan Pak Hoo Bankee, JP Mr Li Shing Wai Lewis Mr Leung Siu Pong James Mr Kwan Teng Hin Jeffrey

The directors of CASH and the directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

* For identification purposes only

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