FDB Holdings Limited — M&A Activity 2021

Jun 25, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Steering Holdings Limited nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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MASTERVEYOR HOLDINGS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

Steering Holdings Limited 旭 通 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

JOINT ANNOUNCEMENT FURTHER DELAY IN DESPATCH OF RESPONSE DOCUMENT AND EXTENSION OF CLOSING DATE RELATING TO THE MANDATORY UNCONDITIONAL CASH OFFER BY CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) OF STEERING HOLDINGS LIMITED

Reference is made to the offer document dated 3 June 2021 (the “ Offer Document ”) issued by Masterveyor Holdings Limited (the “ Offeror ”) in relation to, among other things, the mandatory unconditional cash offer by China Galaxy International Securities (Hong Kong) Co., Limited on behalf of the Offeror to acquire all the issued shares of Steering Holdings Limited (the “ Company ”) (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) (the “ Offer ”) and the joint announcement dated 17 June 2021 (“ Joint Announcement ”) issued by the Company and the Offeror in respect of the delay in dispatch of the response document (the “ Response Document ”) and the extension of Closing Date of the Offer. Unless otherwise stated, terms used herein shall have the same meanings as defined in the Offer Document.

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Pursuant to Rule 8.4 of the Takeovers Code, the Company should despatch to its shareholders the Response Document containing, amongst other things, the letter from the board of the Company and separate letters from the independent board committee and the independent financial adviser in respect of the Offer within 14 days of the posting of the Offer Document, that is, on or before 17 June 2021.

Pursuant to the Joint Announcement, the Company applied to the Securities and Futures Commission of Hong Kong (the “ SFC ”) for an extension of time to despatch the Response Document by no later than 25 June 2021 and the Executive granted the consent for such extension.

As additional time is required for the finalisation of certain information for inclusion in the Response Document, the Response Document would not be despatched on 25 June 2021. An application has been made to the SFC by the Company for a further extension of time to despatch the Response Document by no later than 28 June 2021 and the Executive has indicated that it is minded to grant the consent for such extension.

The Offeror had given consent to a further extension of the Closing Date (i.e. 9 July 2021, according to the Joint Announcement) by the number of days in respect of which the delay in the posting of the Response Document is agreed. Accordingly, the Closing Date has been further extended to the 14th day after despatch of the Response Document or 12 July 2021, whichever is earlier.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

The Shareholders and potential investors of the Company are strongly advised to carefully read the Offer Document and the Response Document, including the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser in respect of the Offer, before deciding whether to accept the Offer.

By order of the Board of Masterveyor Holdings Limited Ng Kin Siu Sole Director

By order of the Board of Steering Holdings Limited Ng Kin Siu Executive Director

Hong Kong, 25 June 2021

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As at the date of this joint announcement, the Board comprises Ms. Feng Xuelian, Mr. Ng Kin Siu (chief executive officer) and Ms. Chang Liang as executive Directors; Mr. Gao Yunhong as non-executive Director; Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony, Mr. Lau Kwok Fai Patrick and Mr. Wong Chi Shing as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Offeror) 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 sole director 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 of this joint announcement, the sole director of the Offeror is Mr. Ng Kin Siu.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Company) and confirms, having made all reasonable enquiries, that to the best of his 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.

In the case of inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

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