Daohe Global Group Limited — M&A Activity 2015

Jan 26, 2015

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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

DAOHE GLOBAL INVESTMENT HOLDING LIMITED 道和環球投資控股有限公司

(Incorporated in the Republic of Seychelles with limited liability)

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(Incorporated in Bermuda with limited liability) (Stock Code: 915)

JOINT ANNOUNCEMENT

(1) COMPLETION OF DISPOSAL OF APPROXIMATELY 69.88% INTEREST IN THE COMPANY BY THE VENDORS TO THE OFFEROR; AND

(2) UNCONDITIONAL MANDATORY CASH OFFERS FOR ALL THE ISSUED SHARES IN THE COMPANY (OTHER THAN THOSE SHARES ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) AND FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS OF THE COMPANY BY CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED ON BEHALF OF THE OFFEROR

Financial Adviser to the Offeror

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Independent Financial Adviser to the Independent Board Committee

Reference is made to the joint announcement (“ Announcement ”) dated 12 January 2015 of Linmark Group Limited (“ Company ”) and the Offeror. Unless otherwise stated, capitalised terms used in this joint announcement have the same meanings defined in the Announcement.

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COMPLETION OF THE SALE AND PURCHASE AGREEMENT

Completion took place on 26 January 2015 in accordance with the terms of the Sale and Purchase Agreement. The total consideration for the Sale Shares is HK$562,463,485 (equivalent to HK$1.1776 per Sale Share (rounded to 4 decimal places)).

Upon Completion, the Sale Shares (i.e. an aggregate of 477,655,619 Shares) were transferred by the Vendors to three nominees of the Offeror, all of which are wholly-owned subsidiaries of the Offeror, as follows:

Name of the Offeror’s nominees	No. of Sale Shares
Sino Remittance Holding Limited	348,620,332
Fame City Developments Limited	67,673,359
Oceanic Force Limited	61,361,928
Total:	477,655,619

UNCONDITIONAL MANDATORY CASH OFFERS

Immediately after Completion, the Offeror and parties acting in concert with it are interested in a total of 477,655,619 Shares, representing approximately 69.88% of the total issued share capital of the Company as at the date of this joint announcement. Pursuant to Rule 26.1 and 13.5 of the Takeovers Code, the Offeror and parties acting in concert with it are required to make unconditional mandatory cash offers for all the issued Shares (other than those Shares already owned and/or agreed to be acquired by the Offeror and parties acting in concert with it) and for the cancellation of all outstanding Options (excluding, for the avoidance of doubt, Mr. Wang’s Options which were cancelled at Completion) during the period prior to the close of the Offers.

DESPATCH OF THE COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of (“ Rule 8.2 ”) the Takeovers Code, the composite offer and response document (“ Composite Document ”) containing, among other things, the terms of the Offers, should normally be posted to the Independent Shareholders and Option Holders within 21 days of the date of the Announcement. The Composite Document containing, among other things, (i) a letter from China Galaxy containing details of the terms of the Offers; (ii) a letter from the Board; (iii) a letter of advice from Centurion Corporate Finance Limited to the Independent Board

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Committee and the Independent Shareholders and Option Holders in respect of the Offers; and (iv) a letter of advice from the Independent Board Committee in relation to the Offers, together with the forms of acceptance in respect of the Offers, are expected to be despatched to the Independent Shareholders and Option Holders on 2 February 2015. Further announcement will be made when the Composite Document together with the forms of acceptance in respect of the Offers are despatched.

By order of the board Daohe Global Investment Holding Limited ZHOU Xijian Chairman

By order of the board Linmark Group Limited WONG Hing Lin, Dennis Executive Director & Chief Financial Officer

Hong Kong, 26 January 2015

As at the date of this joint announcement, the Board comprises two executive Directors, being Mr. WANG Lu Yen (Chairman and Chief Executive Officer) and Mr. WONG Hing Lin, Dennis (Chief Financial Officer), one non-executive Director, being Mr. WONG Wai Ming and three independent non-executive Directors, being Mr. WANG Arthur Minshiang, Mr. TSE Hau Yin, Aloysius and Mr. Jakob Jacobus Koert TULLENERS.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror and parties acting in concert with it) 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 of this joint announcement, the directors of the Offeror are Mr. ZHOU Xijian and Mr. ZHANG Qi.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Company, the Vendors and parties acting in concert with them) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Company, the Vendors and parties acting in concert with them) 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.

The English text of this joint announcement shall prevail over its Chinese text.

• For identification purposes only

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