DT Capital Limited — M&A Activity 2018

Mar 26, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

EVERCHINA INT'L HOLDINGS COMPANY LIMITED

潤中國際控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

MAJOR AND CONNECTED TRANSACTION EXTENSION OF LONG STOP DATE AND FURTHER DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcement of EverChina Int'l Holdings Company Limited (the "Company") dated 13 June 2017, 29 September 2017, 5 December 2017 and 20 December 2017 (the "Announcements") in relation to, among other things, the major and connected transaction of the Company regarding the Acquisition and the delay in despatch of the circular. Capitalised terms used in this announcement shall have the same meanings as those used in the Announcements unless otherwise defined.

Extension of the Long Stop Date

Pursuant to the Sale and Purchase Agreement, completion of the Acquisition is conditional upon fulfilment of the conditions precedent set out in the Sale and Purchase Agreement on or before 31 December 2017 (or such later date as the Company may agree) (the "Long Stop Date"). As additional time is required for the fulfilment of the conditions precedent, on 26 March 2018, the Company has informed Mr. Jiang to extend the Long Stop Date from 31 March 2018 to 30 June 2018, or such later date as the Company may agree.

Further delay in despatch of the Circular

As disclosed in the announcement of the Company dated 20 December 2017, the Circular containing, inter alia, (i) details of the Acquisition; (ii) the letter of recommendation from the Independent Board Committee; (iii) the letter of advice from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) certain financial information of the Group and Pengxin Agricultural; and (v) the notice of the GM, will be despatched to the Shareholders on or before 31 March 2018 in accordance with the Listing Rules.

As additional time is required to finalise certain information to be included in the Circular, it is expected that the despatch date of the Circular will be further postponed to a date on or before 30 June 2018.

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By order of the Board of
EverChina Int'l Holdings Company Limited
Lam Cheung Shing, Richard
Chief Executive Officer and Executive Director

Hong Kong, 26 March 2018

As at the date of this announcement, the executive Directors are Mr. Jiang Zhaobai, Mr. Shen Angang, Mr. Lam Cheung Shing, Richard and Mr. Chen Yi, Ethan and the independent non-executive Directors are Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward and Professor Shan Zhemin.

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