Daohe Global Group Limited — M&A Activity 2007

Mar 29, 2007

Listed Company Information

Listed Company Information
LINMARK GROUP<00915> - Clarification Announcement The Stock Exchange has received a message from Linmark Group Limited which is reproduced as follows:- "Clarification to the joint announcement by Linmark Group Limited ("Company") and RI Special Holdings Bermuda Limited ("Offeror") Reference is made to the English version of the joint announcement by the Company and Offeror dated 28 March 2007 in relation to Satisfaction of Pre-Conditions and Despatch of the Composite Offer Document and Timetable for the Offers. The Company would like to clarify the differences between the published version of the announcement in The Standard and the version posted on the website of The Stock Exchange of Hong Kong Limited. The main differences relate to the description of the right of the compulsory acquisition that may be available to the Offeror and the shareholding of the Offeror in Roly International Holdings Ltd.. The English version posted on the website of The Stock Exchange of Hong Kong Limited contains the following descriptions: "If the level of acceptance on or before the first closing date of the Offers as indicated in the expected timetable below, being 20 April 2007 (or such other date as extended and as permitted by the Executive in accordance with the Takeovers Code) reaches the prescribed level under the Bermudan Companies Act (being 95% of all the issued Linmark Shares) and Rule 2.11 of the Takeovers Code (being 90% of the Linmark Shares (not owned by the Offer Group) permits a compulsory acquisition and the Offeror proceeds with the privatisation of Linmark, dealings in the Linmark Shares will be suspended from the business day immediately after the closing date of the Offers up to the withdrawal of listing of Linmark Shares from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules." "Upon completion of the Roly Share Injection, the Offeror has acquired a statutory control of Roly and, taking into account the Roly Shares accepted under the Exit Offer, controlled approximately 53.0% of the total issued share capital of Roly." The revised and correct English version which is the same as the published version in The Standard contains the following descriptions: "If the level of acceptances on or before the first closing date of the Offers as indicated in the expected timetable below, being 20 April 2007 (or such other date as extended in accordance with the Takeovers Code) reaches the prescribed level for exercising a compulsory acquisition under the Bermudan Companies Act and satisfies the requirements under Rule 2.11 of the Takeovers Code, the Offeror may elect to proceed with the privatisation of Linmark pursuant to Rule 6.15 of the Listing Rules. By then, dealings in the Linmark Shares will be suspended from the business day immediately after the closing date of the Offers up to the withdrawal of listing of Linmark Shares from the Stock Exchange. The prescribed level of acceptance under Rule 2.11 of the Takeovers Code is 90% of the Linmark Shares not being owned by the Offeror Group." "Upon completion of the Roly Share Injection, the Offeror has acquired a statutory control of Roly and, taking into account the Roly Shares accepted under the Exit Offer, was interested in approximately 58.4% of the total issued share capital of Roly as at the date of this announcement." A revised English version of the joint announcement was posted on the website of The Stock Exchange of Hong Kong Limited. The Chinese version of the joint announcement posted on The Stock Exchange of Hong Kong Limited is correct."