FDB Holdings Limited — M&A Activity 2021

Jun 3, 2021

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the Offer, this Offer Document and/or the accompanying Form of Acceptance or the action to be taken, you should consult your licensed securities dealer or other registered securities institution, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Steering Holdings Limited, you should at once hand this Offer Document and the accompanying Form of Acceptance to the purchaser or transferee or to the licensed securities dealer or registered securities institution or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This Offer Document should be read in conjunction with the accompanying Form of Acceptance, the contents of which form part of the terms and conditions of the Offer contained herein.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Offer Document and the accompanying Form of Acceptance, make no representation as to their 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 Offer Document and the accompanying Form of Acceptance.

MASTERVEYOR HOLDINGS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

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 (Stock Code: 1826)

Financial adviser to the Offeror

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this Offer Document.

A letter from China Galaxy containing, among other things, details of the terms of the Offer is set out on pages 8 to 18 of this Offer Document.

The procedures for acceptance and settlement of the Offer and other related information are set out in Appendix I to this Offer Document and in the accompanying Form of Acceptance. Acceptances of the Offer should be received by the Receiving Agent as soon as possible and in any event no later than 4:00 p.m. on Friday, 2 July 2021 or such later time and/or date as the Offeror may decide and announce with the consent of the Executive, in accordance with the Takeovers Code.

This Offer Document is issued by the Offeror. This Offer Document will remain on the websites of the Stock Exchange at http://www.hkexnews.hk and the Offeror at http://www.masterveyor.com as long as the Offer remains open.

3 June 2021

CONTENTS

	Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM CHINA GALAXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I — FURTHER TERMS AND PROCEDURES FOR
ACCEPTANCE OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
ACCOMPANYING DOCUMENT — FORM OF ACCEPTANCE

– i –

EXPECTED TIMETABLE

The 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 references to time and date contained in this Offer Document and the accompanying Form of Acceptance refer to Hong Kong times and dates.

Despatch of this Offer Document and the Form of Acceptance. . . . . . . . . Thursday, 3 June 2021

Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 June 2021

Latest date for the posting of the Response Document (Note 2) . . . . . . . Thursday, 17 June 2021

Latest time for acceptance of

• the Offer on the Closing Date (Notes 3, 4 & 5) . . . . . . . . . . . . . . . . . not later than 4:00 p.m. on Friday, 2 July 2021

• Announcement of the results of the Offer as at

• the Closing Date to be published on the websites of

• the Stock Exchange and the Company (Note 3) . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Friday, 2 July 2021

Latest date for posting of remittances in respect of

• valid acceptances received under the Offer (Notes 5 & 6). . . . . . . . . . . . Tuesday, 13 July 2021

Notes:

1. The Offer, which is unconditional, is made on the date of posting of this Offer Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date, unless the Offeror revises or extends the Offer in accordance with the Takeovers Code.

2. In accordance with the Takeovers Code, the Company is required to post the Response Document within 14 days from the posting of this Offer Document, unless the Executive consents to a later date and the Offeror agrees to extend the Closing Date by the number of days in respect of which the delay in the posting of the Response Document is agreed.

3. In accordance with the Takeovers Code, where the Response Document is posted after the date on which this Offer Document is posted, the Offer must initially be open for acceptance for at least 28 days following the date on which this Offer Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 2 July 2021 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued on the websites of the Stock Exchange and the Company by 7:00 p.m. on the Closing Date, stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to extend the Offer and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offer is closed in accordance with the Takeovers Code.

4. Beneficial owners of the Offer Shares who hold their Offer Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (as set out in Appendix I to this Offer Document) for placing instructions with CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed ‘‘5. Right of withdrawal’’ in Appendix I to this Offer Document.

– ii –

EXPECTED TIMETABLE

1. If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning signal in force on the Closing Date or the latest date for the posting of remittances and it has (i) not been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will remain at 4:00 p.m. on the same Business Day.

2. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares tendered under the Offer will be despatched to the Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all relevant documents (receipt of which renders such acceptance complete and valid) in accordance with the Takeovers Code.

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

– iii –

IMPORTANT NOTICE

NOTICE TO SHAREHOLDERS OUTSIDE HONG KONG

The making of the Offer to persons not being resident in Hong Kong or with registered addresses in jurisdictions outside Hong Kong may be prohibited or affected by the laws of the relevant jurisdictions. Overseas Shareholders who are citizens or residents or nationals of jurisdictions outside Hong Kong should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such person who wishes to accept the Offer to satisfy himself/herself/itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents or registration or filing which may be required or the compliance with other necessary formalities, regulatory and/or legal requirements and the payment of any transfer or other taxes or other required payments due by such accepting Overseas Shareholder in respect of such jurisdiction for accepting the Offer. Please see the section headed ‘‘7. Overseas Shareholders’’ in Appendix I to this Offer Document for further details.

– 1 –

DEFINITIONS

In this Offer Document, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘678 Action’’

• the civil action commenced in the High Court under HCA No. 678 of 2021 in relation to the Dispute

• ‘‘704 Writ’’

• the Writ of Summons issued by the Offeror in the High Court under HCA No. 704 of 2021 in relation to the Purported Resolutions

• ‘‘acting in concert’’

• has the meaning ascribed thereto under the Takeovers Code

• ‘‘associate(s)’’

• has the meaning ascribed thereto under the Takeovers Code

• ‘‘associated company(ies)’’

• has the meaning ascribed thereto under the Takeovers Code

• ‘‘Board’’

• the board of Directors

• ‘‘Business Day(s)’’

• a day on which the Stock Exchange is open for the transaction of business

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘China Galaxy’’

• China Galaxy International Securities (Hong Kong) Co., Limited, a licensed corporation under the SFO, registered to conduct Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and Type 6 (Advising on Corporate Finance) regulated activities under the SFO, being the financial adviser to the Offeror in respect of the Offer

• ‘‘China Galaxy Facility’’

• a loan facility provided by China Galaxy to the Offeror to satisfy and meet the payment obligations under the Offer

• ‘‘Closing Date’’

• Friday, 2 July 2021, being the closing date of the Offer or any subsequent closing date(s) as may be determined and announced by the Offeror with the consent of the Executive in accordance with the Takeovers Code

• ‘‘CMBCCFL’’

• CMBC Capital Finance Limited, a company incorporated in Hong Kong with limited liability, the chargee of the Sale Shares under the Security Charge immediately prior to completion of the Transfer

• ‘‘Company’’

• Steering Holdings Limited, a limited liability company incorporated in the Cayman Islands, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1826)

– 2 –

DEFINITIONS

• ‘‘Consideration’’

• HK$103,000,000, being the consideration paid for the Sale Shares pursuant to the Transfer Agreement

• ‘‘Director(s)’’

• director(s) of the Company

• ‘‘Dispute’’

• the dispute among Gentle Soar, CMBCCFL and the Offeror in respect of the Sales Shares

• ‘‘Encumbrances’’

• any mortgage, pledge, charge, lien, option, restriction, rights to acquire, rights of pre-emption, trust arrangement, third party right or interest, or any other similar encumbrances, priorities, guarantee or restriction of rights, associated rights or obligations, including any agreement, arrangement in relation thereto relating to property, assets or rights of any nature

• ‘‘Enforcement Action’’

• the enforcement action taken by CMBCCFL against Gentle Soar to enforce its security interest in the Finance Documents

• ‘‘Executive’’

• the Executive Director of the Corporate Finance Division of the SFC and any delegate of such executive director

• ‘‘Facility Agreement’’

• a secured term loan facility agreement dated 30 May 2018 (as amended and/or supplemented by a supplemental deed dated 12 June 2019 and further amended by a second supplemental deed dated 24 June 2020) entered into, among others, CMBCCFL and Gentle Soar

• ‘‘Finance Documents’’ collectively, the Facility Agreement and the Security Charge

• ‘‘Form of Acceptance’’

• the accompanying form of acceptance and transfer of Offer Shares in respect of the Offer

• ‘‘Gentle Soar’’

• Gentle Soar Limited, a company incorporated in the Cayman Islands with limited liability which is whollyowned by Mr. Gao

• ‘‘Gentle Soar Injunction Application’’

• the application by Gentle Soar to the High Court under the 678 Action for injunctive relief against CMBCCFL and the Offeror in respect of the completion of the Sale Shares and the dealing with and/or exercising of voting rights attached to them

• ‘‘Group’’

• the Company and its subsidiaries from time to time

• ‘‘High Court’’

• the High Court of Hong Kong

– 3 –

DEFINITIONS

• ‘‘HKSCC’’

• ‘‘Hong Kong’’

• ‘‘Independent Shareholders’’

• ‘‘Initial Shares’’

• ‘‘Last Trading Day’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Masterveyor Injunction Application’’

• ‘‘Mr. Chan’’

• ‘‘Mr. Fung’’

• ‘‘Mr. Gao’’

• ‘‘Mr. Lau’’

• ‘‘Mr. Ng’’

• ‘‘Mr. Wan’’

Hong Kong Securities Clearing Company Limited

• the Hong Kong Special Administrative Region of the People’s Republic of China

• the Shareholders other than the Offeror and parties acting in concert with it

• 61,600,000 Shares, representing approximately 4.62% of the entire issued share capital of the Company as at the Latest Practicable Date, already owned by the Offeror immediately prior to completion of the Transfer

• 30 March 2021, being the last trading day on which the Shares were traded on the Stock Exchange prior to the issue and publication of the Offer Announcement

• 31 May 2021, being the latest practicable date prior to the printing of this Offer Document for ascertaining certain information contained in this Offer Document

• the Rules Governing the Listing of Securities on the Stock Exchange

• the inter partes summons taken out by the Offeror on 25 May 2021 against each of Mr. Gao, Ms. Feng, the New Directors and the Company seeking an interlocutory injunction against each and any one of them restraining them from acting on, implementing or carrying into effect the Purported Resolutions pending the determination of the 704 Writ

• Mr. Chan Yuk Sang, an independent non-executive Director immediately prior to the Purported Removal

• Mr. Fung Kai Man, the sole director of Platinum Alpha

• Mr. Gao Yunhong, the sole director and ultimate beneficial owner of Gentle Soar

• Mr. Lau Kwok Fai Patrick, an independent non-executive Director immediately prior to the Purported Removal

• Mr. Ng Kin Siu, the sole director and ultimate beneficial of the Offeror

• Mr. Wan Chi Wai Anthony, an independent non-executive Director immediately prior to the Purported Removal

– 4 –

DEFINITIONS

• ‘‘Ms. Feng’’

• Ms. Feng Xuelian, an executive Director

• ‘‘New Directors’’

• the persons purportedly appointed as Directors under the Board resolution purportedly passed on 5 May 2021 in relation to, among other things, the Purported Appointment

• ‘‘Notice of Default and Acceleration’’

• the notice of default and acceleration dated 31 March 2021 issued by CMBCCFL to Gentle Soar

• ‘‘Offer’’

• the mandatory unconditional cash offer being made by China Galaxy for and on behalf of the Offeror to acquire all the issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it, on the terms and conditions set out in this Offer Document and the accompanying Form of Acceptance and in compliance with the Takeovers Code

• ‘‘Offer Announcement’’

• the announcement dated 13 May 2021 issued by the Offeror in relation to the Transfer and the Offer

• ‘‘Offer Document’’ this offer document issued by the Offeror to all Shareholders in accordance with the Takeovers Code containing, among other things, details of the Offer

• ‘‘Offer Period’’

• the meaning given to it under the Takeovers Code, being the period commencing from the date of the Offer Announcement (i.e. 13 May 2021) and ending on the Closing Date

• ‘‘Offer Price’’ HK$0.158 per Offer Share

• ‘‘Offer Share(s)’’

• all the issued Shares (other than those already beneficially owned or to be acquired by the Offeror and parties acting in concert with it)

• ‘‘Offeror’’

• Masterveyor Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly and beneficially owned by Mr. Ng

• ‘‘Offeror Group’’

• the Offeror and Platinum Alpha

• ‘‘Overseas Shareholder(s)’’ Shareholder(s) whose address(es) as shown on the register of members of the Company is/are outside Hong Kong

• ‘‘Platinum Alpha’’

• Platinum Alpha Limited, a company incorporated in the British Virgin Islands with limited liability, a direct whollyowned subsidiary of the Offeror

– 5 –

DEFINITIONS

• ‘‘Purported Appointment’’

• ‘‘Purported Appointment Resolution’’

• ‘‘Purported Removal’’

• ‘‘Purported Removal Resolution’’

• ‘‘Purported Resolutions’’

• ‘‘Receiving Agent’’

• ‘‘Relevant Period’’

• ‘‘Response Document’’

• ‘‘Sale Shares’’

• ‘‘Security Charge’’

• ‘‘SFC’’

• ‘‘SFO’’

• ‘‘Share(s)’’

• the purported appointment of Ms. Chang Liang as an executive Director, Mr. Hao Lijun, Mr. Wong Chi Shing and Mr. Yu Xiaogeng each as an independent non-executive Director

• the Board resolution purportedly passed on 5 May 2021 in relation to the Purported Appointment

• the purported removal of Mr. Ng as an executive Director, Mr. Chan, Mr. Wan and Mr. Lau each as an independent non-executive Director

• the Board resolution purportedly passed on 3 May 2021 in relation to the Purported Removal

• collectively, the Purported Appointment Resolution and the Purported Removal Resolution

• Tricor Standard Limited, in its capacity as the receiving agent of the Offeror with respect to the Offer, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• the period from 13 November 2020, being the date falling six months prior to the date of the Offer Announcement and ending on and including the Latest Practicable Date

• the circular required to be issued by the Company to all the Shareholders in connection with the Offer in accordance with the Takeovers Code

• 652,680,000 Shares beneficially owned by Gentle Soar (which was charged to CMBCCFL under the Security Charge) and transferred to the Offeror under the Transfer

• the Share Charge dated 30 May 2018 (as amended and/or supplemented by a deed of partial release dated 2 May 2019 and a confirmation deed dated 24 June 2020) entered into by Gentle Soar in favour of CMBCCFL

• the Securities and Futures Commission of Hong Kong

• the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ordinary share(s) of HK$0.01 each in the share capital of the Company

– 6 –

DEFINITIONS

• ‘‘Share Registrar’’

• Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

• ‘‘Shareholder(s)’’

holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the SFC

• ‘‘Transfer’’

• the transfer of the Sale Shares from Gentle Soar to the Offeror effected by CMBCCFL in exercising its rights under the Finance Documents by effecting book entry settlement on the Central Clearing and Settlement System on the Stock Exchange

• ‘‘Transfer Agreement’’

• the agreement dated 21 April 2021 entered into between CMBCCFL and Platinum Alpha in relation to the Transfer

• ‘‘Undertakings’’

• the undertakings given by the Offeror to the High Court in relation to the Gentle Soar Injunction Application

• ‘‘Win Lee’’ Win Lee Building Engineering Limited, an indirect whollyowned subsidiary of the Company

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent

The English text of this Offer Document and the Form of Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation.

– 7 –

LETTER FROM CHINA GALAXY

==> picture [171 x 33] intentionally omitted <==

20/F, Wing On Centre, 111 Connaught Road Central, Sheung Wan, Hong Kong

3 June 2021

To the Shareholders

Dear Sir or Madam,

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

1. INTRODUCTION

Reference is made to the Offer Announcement in relation to, among other things, the Transfer and the Offer.

On 26 April 2021, CMBCCFL effected the Transfer of 652,680,000 Shares (representing 49% of the entire issued share capital of the Company as at the Latest Practicable Date) to the Offeror pursuant to the Transfer Agreement and the nomination given by Platinum Alpha in favour of the Offeror to take up the Sale Shares upon completion of the Transfer, at the Consideration of HK$103,000,000 (equivalent to approximately HK$0.1578 per Sale Share), which has been paid by the Offeror and Mr. Ng in full upon completion of the Transfer.

Immediately after completion of the Transfer and as at the Latest Practicable Date, the Offeror and parties acting in concert with it were interested in 714,280,000 Shares, representing approximately 53.62% of the entire issued share capital of the Company. The Offeror was therefore required under Rule 26.1 of the Takeovers Code to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

This letter forms part of this Offer Document and sets out, among other things, details of the principal terms of the Offer, information on the Offeror Group and the intention of the Offeror regarding the Group. Further terms of and procedures for acceptance of the Offer are set out in Appendix I to this Offer Document and the accompanying Form of Acceptance.

Pursuant to the Takeovers Code, the Company is required to despatch the Response Document within 14 days after the posting of this Offer Document. Shareholders are advised to read this Offer Document and the Response Document (including the letter of recommendation from the independent committee of the Board and the letter of advice from the independent financial adviser to be contained therein) before taking any action in respect of the Offer.

– 8 –

LETTER FROM CHINA GALAXY

2. TERMS OF THE OFFER

China Galaxy, on behalf of the Offeror, is making the Offer to acquire all the Offer Shares pursuant to Rule 26.1 of the Takeovers Code on the following basis:

The Offer Price for each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.158 in cash

The Offer Price of HK$0.158 per Offer Share under the Offer is approximately equal to but not lower than the price per Sale Share paid by the Offeror as consideration for the Transfer.

The Offer is unconditional in all respects and is not conditional upon acceptances being received in respect of a minimal number of the Shares or any other conditions.

Comparison of the Offer Price

The Offer Price of HK$0.158 per Offer Share represents:

• (i) a premium of approximately 37.4% over the closing price of HK$0.115 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 11.3% over the average of the closing prices as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day of approximately HK$0.142 per Share;

• (iii) a premium of approximately 5.3% over the average of the closing prices as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day of approximately HK$0.150 per Share;

• (iv) a premium of approximately 0.6% over the average of the closing prices as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the Last Trading Day of approximately HK$0.157 per Share; and

• (v) a premium of approximately 652.4% over the audited consolidated net asset value attributable to the owners of the Company of approximately HK$0.021 per Share (based on audited equity attributable to owners of the Company of approximately HK$27.4 million as at 31 December 2020 as shown in the Company’s annual report and the total number of issued Shares as at the Latest Practicable Date).

The comparison of the Offer Price per Offer Share against the closing price per Share as quoted on the Stock Exchange as at the Latest Practicable Date is not available as trading in the Shares on the Stock Exchange has been suspended and remains suspended since the Last Trading Day.

– 9 –

LETTER FROM CHINA GALAXY

Highest and lowest Share prices

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the Relevant Period were HK$0.22 per Share on 10 November 2020 and HK$0.115 per Share on 30 March 2021 respectively.

Value of the Offer

As at the Latest Practicable Date and based on the publicly available information, there were 1,332,000,000 Shares in issue. Based on the Offer Price of HK$0.158 per Share, the entire issued share capital of the Company was valued at approximately HK$210.5 million.

On the basis that there will be no change in the issued share capital of the Company from the Latest Practicable Date to the Closing Date and excluding 714,280,000 Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it, there are 617,720,000 Shares subject to the Offer and the value of the Offer would be approximately HK$97.6 million.

Confirmation of financial resources available for the Offer

The Offeror will finance the consideration payable for the Offer by the China Galaxy Facility. Pursuant to the arrangement of the China Galaxy Facility, the Offeror has agreed to charge the Initial Shares, the Sale Shares and the Shares to be acquired through the Offer (if any) to China Galaxy as collateral.

China Galaxy, the financial adviser to the Offeror in respect of the Offer, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration for the full acceptance of the Offer in respect of the Offer Shares.

Effect of accepting the Offer

By accepting the Offer, Independent Shareholders shall sell their Shares free from all Encumbrances and together with all rights accruing or attaching to them, including, without limitation, the right to receive all dividends and distributions which may be recommended, declared, made or paid, if any, at any time on or after the date on which the Offer is made, being the date of posting of this Offer Document. Acceptance of the Offer by any Independent Shareholder will be deemed to constitute a warranty by such person that all Shares sold by such person under the Offer are free from all Encumbrances and together with all rights accruing or attaching to them, including, without limitation, the right to receive all dividends and distributions which may be recommended, declared, made or paid, if any, by reference to a record date on or after the date on which the Offer is made. In the event that any dividends or distributions are declared after the despatch date of this Offer Document, paid or made in respect thereof until the close of the Offer, the amount of such dividends or other distributions will be deducted from the Offer Price. Based on the publicly available information, the Company had no outstanding dividend declared but not yet paid as at the Latest Practicable Date.

– 10 –

LETTER FROM CHINA GALAXY

Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code as set out in the paragraph headed ‘‘5. Right of withdrawal’’ of Appendix I of this Offer Document.

Payment

Payment in cash in respect of acceptances of the Offer will be made as soon as possible and in any event within seven (7) Business Days after the date on which the duly completed acceptances of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptances are received by the Offeror to render each such acceptance complete and valid.

No fractions of a cent (HK$) will be payable and the amount of cash consideration payable to an Independent Shareholder who accepts the Offer will be rounded up to the nearest cent (HK$).

Overseas Shareholders

To the extent practicable and permissible under applicable laws and regulations, the Offeror intends to make available the Offer to all Independent Shareholders, including those who are resident outside Hong Kong. The making of the Offer to persons not resident in Hong Kong may be affected by the laws and regulations of the relevant jurisdiction in which they are resident. Overseas Shareholders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice.

It is the sole responsibility of the Overseas Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due by such Overseas Shareholders in respect of such jurisdictions).

Any acceptance by any Independent Shareholder who is not resident in Hong Kong will be deemed to constitute a representation and warranty from such Independent Shareholder to the Offeror that the local laws and requirements have been complied with. All such Independent Shareholders should consult their professional advisers if in doubt.

Hong Kong Stamp duty

Seller’s ad valorem stamp duty arising in connection with acceptance of the Offer currently amounting to 0.1% of the amount payable in respect of relevant acceptances by the Independent Shareholders, or the market value of the Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), whichever is higher, will be deducted from the cash amount payable to the Independent Shareholders who accept the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of accepting Independent Shareholders

– 11 –

LETTER FROM CHINA GALAXY

and will pay the buyer’s ad valorem stamp duty in connection with the acceptances of the Offer and the transfers of the relevant Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

Taxation advice

Independent Shareholders are recommended to consult their own professional advisers as to the taxation implications of accepting or rejecting the Offer. None of the Offeror, parties acting in concert with it, China Galaxy and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offer accepts any responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer.

3. INFORMATION ON THE OFFEROR GROUP

The Offeror is an investment holding company incorporated in the British Virgin Islands on 24 February 2015 with limited liability and is wholly and ultimately beneficially owned by Mr. Ng. Save for holding the Initial Shares and the Sale Shares, the Offeror did not have any other businesses and/or material assets as at the Latest Practicable Date. The sole director of the Offeror is Mr. Ng.

Platinum Alpha is an investment holding company and did not have any other businesses and/or material assets as at the Latest Practicable Date. The entire issued share in Platinum Alpha was held on trust by Mr. Fung in favour of the Offeror. Such trust arrangement was terminated on 1 April 2021 when Mr. Fung transferred the entire issued share in Platinum Alpha to the Offeror. Since then, Platinum Alpha is wholly and beneficially owned by the Offeror. The sole director of Platinum Alpha is Mr. Fung.

Mr. Ng, aged 54, was an executive Director and the chief executive officer of the Company and was responsible for the overall business development and strategic planning of the Group immediately prior to the Purported Removal and the Purported Appointment (which was subject to dispute as set out in the section headed ‘‘Legal Proceedings with Gentle Soar and Mr. Gao’’ below). He was appointed as an executive Director on 19 March 2015. He is also a director of, Harvest Building Consultancy Limited, Marvo Architecture Limited, Win Lee and FDB Development Limited, all being subsidiaries of the Group.

He graduated from The Robert Gordon University in the United Kingdom in June 1993 with a degree of Bachelor of Science in building surveying. He has been a member of The Hong Kong Institute of Surveyors since March 1997, a member of The Royal Institution of Chartered Surveyors since December 1996 and was registered as a registered professional surveyor with the Surveyors Registration Board in July 1999. He has been an Authorized Person since December 2007 and a Registered Inspector in Hong Kong since 3 October 2012. He has also been the technical director for Win Lee’s registration of registered general building contractor and registered specialist contractor (demolition) since June 2009 and May 2009, respectively.

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LETTER FROM CHINA GALAXY

He has extensive experience with building surveying and is familiar with the Buildings Ordinance in Hong Kong. Prior to founding the Group, he worked in the Buildings Department from April 1997 to March 2008, with last position being held as a building surveyor.

Other than the experience in the building and construction industry, Mr. Ng is also experienced in real estate development, property project management and financial services sectors.

4. INTENTION OF THE OFFEROR ON THE GROUP

Operational Matters, Employees and Senior Management

On 20 November 2017, the Offeror sold 862,400,000 Shares to Gentle Soar and ceased to be the controlling shareholder of the Company. Notwithstanding this, Mr. Ng continues to serve as an executive Director and the chief executive officer of the Company until the Purported Removal. Mr. Ng is the key personnel in operating the construction segment of the Group which is one of the existing principal businesses of the Group. Since Gentle Soar was unable to fulfill its obligations under the Finance Documents, Mr. Ng considers this as a business and investment opportunity to obtain the controlling interest in the Company and acquired the Sale Shares from CMBCCFL through the Offeror.

The Offeror intends to continue the existing principal businesses of the Group. After the close of the Offer, the Offeror will conduct a detailed review of the existing principal business operations and financial position of the Group for the purpose of formulating a sustainable business plan or strategy for the Group’s future development. Subject to the results of the review, the Offeror may look into business and investment opportunities in different business areas and geographical locations and consider whether any asset disposals, asset acquisitions, business rationalisation, business divestment, fund raising, and/or restructuring of the business will be appropriate in order to enhance the long-term growth potential of the Group. The Offeror intends to leverage upon the expertise and business opportunities that Mr. Ng may have in his sectors of real estate development, property project management and financial services and expand the income stream of the Group. Should such corporate actions materialise, further announcement(s) will be made by the Company in accordance with the Listing Rules as and when appropriate.

Notwithstanding the above, as at the Latest Practicable Date, no investment or business opportunity has been identified nor has the Offeror entered into any agreement, arrangements, understandings or negotiation in relation to the injection of any assets or business into the Group, and the Offeror has no intention to discontinue the employment of the employees (save for the proposed changes to the Board as described in the section headed ‘‘Proposed Change of Board Composition of the Company’’ below) or to dispose of or re-deploy the assets of the Group other than those in its ordinary course of business or in accordance with the future plans of the Company as set out in the sections headed ‘‘Management Discussion and Analysis — Business Review and Outlook’’ and ‘‘Management Discussion and Analysis — Future Plans for Material Investments and Capital Assets’’ of the Company’s annual results announcement dated 30 March 2021.

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LETTER FROM CHINA GALAXY

Proposed Change of Board Composition of the Company

As at the Latest Practicable Date and assuming that the Purported Removal and the Purported Appointment being declared void, invalid or otherwise of no legal effect, the Board is currently made up of six Directors, comprising two executive Directors, namely Ms. Feng and Mr. Ng, one non-executive Director, namely Mr. Gao, and three independent non-executive Directors, namely Mr. Chan, Mr. Wan and Mr. Lau. If the Purported Removal and the Purported Appointment are not invalidated, based on the publicly available information, the Board is currently made up of six Directors, comprising two executive Directors, namely, Ms. Feng and Ms. Chang Liang, one non-executive Director, namely, Mr. Gao, and three independent non-executive Directors, namely, Mr. Hao Lijun, Mr. Wong Chi Shing and Mr. Yu Xiaogeng.

The Offeror will consider the composition of the Board including nominating new Directors to the Board to facilitate the management of the Group. Any of such appointments will be made in compliance with the Takeovers Code and the Listing Rules and will take effect on the earliest day permitted under the Takeovers Code or such later date as the Offeror considers to be appropriate.

Any changes to the Board will be made in compliance with the Takeovers Code and the Listing Rules and further announcement(s) will be made as and when appropriate.

Public Float and Maintenance of the Listing Status of the Company

The Offeror intends the issued Shares to remain listed on the Stock Exchange upon the close of the Offer.

The Stock Exchange has stated that if, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public or if the Stock Exchange believes that: (i) a false market exists or may exist in the trading of the Shares; or

• (ii) there are insufficient Shares in public hands to maintain an orderly market,

it will consider exercising its discretion to suspend trading in the Shares.

The director of the Offeror and the new Director(s) to be appointed to the Board have jointly and severally undertaken to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that sufficient public float exists in the Shares after the close of the Offer under Rule 8.08 of the Listing Rules.

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LETTER FROM CHINA GALAXY

5. LEGAL PROCEEDINGS WITH GENTLE SOAR AND MR. GAO

HCA No. 678 of 2021

As disclosed in the Offer Announcement:

• (i) on 30 April 2021, Gentle Soar has issued a generally indorsed Writ of Summons under the 678 Action against CMBCCFL, the Offeror and Mr. Ng;

• (ii) in the 678 Action, Gentle Soar alleged that CMBCCFL was not entitled to enforce any security interest pursuant to the Finance Documents and sought, among other things, the Transfer be set aside;

• (iii) the Offeror is aware that CMBCCFL has issued the Notice of Default and Acceleration, a notice of enforcement and a further demand dated 31 March 2021, 14 April 2021 and 16 April 2021 respectively demanding immediate repayment of all outstanding amount and interest accrued under the Finance Documents, failing which CMBCCFL will take the Enforcement Action. However, Gentle Soar has failed to satisfy such demands;

• (iv) as stated in the Notice of Default and Acceleration, the Enforcement Action was taken due to the occurrence of various events of default, including, among other things, nonpayment of interest, resignation of Mr. Gao as chairman of the Company, material adverse effects due to the financial condition of the Company;

• (v) with the view to deal with the Gentle Soar Injunction Application expeditiously, each of Gentle Soar and the Offeror has given an undertaking to the High Court that each of them would not exercise the voting rights attached to the Sale Shares pending determination of the Gentle Soar Injunction Application or further order of the High Court. Furthermore, with the view to preserve the status quo pending determination of the Gentle Soar Injunction Application, the Offeror has given an undertaking to the High Court that:

• (1) it will not procure the registration of the Sale Shares in its name in the register of members of the Company pending determination of the Gentle Soar Injunction Application or until further order of the High Court;

• (2) it will not procure the sale of the Sale Shares pending determination of the Gentle Soar Injunction Application or until further order of the High Court;

• (3) it will not create any security interest over the Sale Shares other than for the purpose of obtaining the China Galaxy Facility pending determination of the Gentle Soar Injunction Application or until further order of the High Court;

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LETTER FROM CHINA GALAXY

• (vi) on 7 May 2021, the Gentle Soar Injunction Application was heard by the High Court and it was ordered, among others, that (1) the Gentle Soar Injunction Application against CMBCCFL be withdrawn and (2) the Gentle Soar Injunction Application against the Offeror be adjourned to the earliest possible date for substantive argument;

• (vii) the Offeror has sought legal advice in respect of the Dispute, the Gentle Soar Injunction Application and the 678 Action and will defend its position in an active manner to protect its legal and legitimate interest; and

• (viii) the Offeror’s legal advisors are of the view that the Offeror and/or Mr. Ng has a good merit in defending the 678 Action and the Gentle Soar Injunction Application. The Offeror’s legal advisors are also of the view that the giving of the Undertakings would not prejudice or undermine the Offeror’s defence in the 678 Action and/or the Gentle Soar Injunction Application.

The High Court will hear the substantive argument of the Gentle Soar Injunction Application on 6 September 2021. As at the Latest Practicable Date, other than the Gentle Soar Injunction Application has been withdrawn against CMBCCFL, no judgment and/or decision has been given by the High Court in relation to Dispute and the Gentle Soar Injunction Application and the 678 Action was still ongoing.

HCA No. 704 of 2021

As disclosed in the Offer Announcement:

• (i) on 6 May 2021, the Offeror has filed the 704 Writ against, among others, Mr. Gao, Ms. Feng and the New Directors to protect its legitimate interest as a Shareholder;

• (ii) as stated in the 704 Writ:

• (1) the Purported Removal Resolution was in fact never passed and the Purported Removal was unlawful. Even if the Purported Removal Resolution was passed, which is not true, it was passed in breach of Article 83(5) of the Company’s Amended and Restated Articles of Association and Section 462 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

• (2) the Purported Appointment Resolution was passed by the Board comprising only Mr. Gao and Ms. Feng who had committed a breach of directors’ and/or fiduciary duties owed to the Company and thereby acted ultra vires and/or committed a fraud on the Company and/or obtained personal benefits or preferred or promoted their personal interest(s) at the expense of the interest(s) of other Shareholders or that of the Company; and

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LETTER FROM CHINA GALAXY

• (3) the Offeror seeks, among other things, (a) a declaration that each of the Purported Resolutions be invalid and/or void and/or otherwise of no legal effect; (b) an order that each of Mr. Gao and Ms. Feng be restrained from acting on, implementing or carrying into effect the Purported Resolutions and (c) an order that the each of Mr. Gao, Ms. Feng and the New Directors be restrained from acting on, implementing or carrying into effect the Purported Appointment.

• (iii) the Offeror has obtained legal advice in relation to the Purported Removal and the Purported Appointment. The Offeror’s legal advisors are of the view that each of the Purported Removal Resolution and the Purported Appointment Resolution was and is void, invalid or otherwise of no legal effect;

• (iv) the Offeror’s legal advisors are of the view that the Offeror has a good merit in pursuing the 704 Writ and the Offeror will actively pursue the same.

On 25 May 2021, the Offeror has filed an amended 704 Writ in the High Court amending certain particulars of Mr. Gao and Ms. Feng by including their usual and last known addresses in the PRC. The amended 704 Writ and the Masterveyor Injunction Application have been served on Mr. Gao, Ms. Feng, the New Directors and the Company on 25 May 2021.

The Masterveyor Injunction Application has been heard by the High Court on 28 May 2021. Upon hearing, it was ordered, among others, that the Masterveyor Injunction Application be adjourned to 4 June 2021. Save as aforesaid, as at the Latest Practicable Date, no judgment and/or decision has been given by the High Court in relation to 704 Writ and the legal proceedings was still ongoing.

6. COMPULSORY ACQUISITION

The Offeror does not intend to avail itself of any powers of compulsory acquisition of any Shares outstanding after the close of the Offer.

7. GENERAL

The attention of the Overseas Shareholders is drawn to the section headed ‘‘7. Overseas Shareholders’’ in Appendix I to this Offer Document.

No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of the Shares will be given.

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LETTER FROM CHINA GALAXY

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Offer Document, which form part of this Offer Document and the accompanying Form of Acceptance.

Yours faithfully, for and on behalf of

CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED Steven Chiu

Managing Director

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

1. GENERAL PROCEDURES FOR ACCEPTANCE OF THE OFFER

To accept the Offer, you should complete and sign the accompanying Form of Acceptance in accordance with the instructions printed thereon, which form part of the terms of the Offer.

• (a) If the share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares is/ are in your name, and you wish to accept the Offer in respect of your Shares (whether in full or in part), you must send the Form of Acceptance duly completed and signed together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) to the Receiving Agent, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, marked ‘‘Steering Holdings Limited — Offer’’ on the envelope as soon as possible but in any event no later than 4:00 p.m. on the Closing Date or such later time and/or date as the Offeror may determine and announce with the consent of the Executive in accordance with the Takeovers Code.

• (b) If the share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares is/ are in the name of a nominee company or a name other than your own, and you wish to accept the Offer in respect of all or part of your Shares, you must either:

• (i) lodge your share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares with the nominee company or other nominee, with instructions authorising it to accept the Offer on your behalf and requesting it to deliver the Form of Acceptance duly completed and signed together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) for the number of Shares in respect of which you intend to accept the Offer to the Receiving Agent in an envelope marked ‘‘Steering Holdings Limited — Offer’’; or

• (ii) arrange for the Shares to be registered in your name by the Company through the Share Registrar, and deliver the Form of Acceptance duly completed and signed together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares to the Receiving Agent in an envelope marked ‘‘Steering Holdings Limited — Offer’’; or

• (iii) if your Shares have been lodged with a licensed securities dealer/registered institution in securities/custodian bank through CCASS, instruct your licensed securities dealer/registered institution in securities/custodian bank to authorise HKSCC Nominees Limited to accept the Offer on your behalf on or before the deadline set by HKSCC Nominees Limited. In order to meet the deadline set by HKSCC Nominees Limited, you should check with your licensed securities dealer/registered institution in securities/custodian bank for the timing on

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

processing of your instruction, and submit your instruction to your licensed securities dealer/registered institution in securities/custodian bank as required by them; or

• (iv) if your Shares have been lodged with your investor participant’s account maintained with CCASS, give your instruction via the CCASS Phone System or CCASS Internet System on or before the deadline set by HKSCC Nominees Limited.

• (c) If the share certificate(s) and/or transfer receipt(s) and/or any other documents of title in respect of your Shares is/are not readily available and/or is/are lost, as the case may be, and you wish to accept the Offer in respect of your Shares, the Form of Acceptance should nevertheless be completed, signed and delivered in an envelope marked ‘‘Steering Holdings Limited — Offer’’ to the Receiving Agent together with a letter stating that you have lost one or more of your share certificate(s) and/or transfer receipt(s) and/or other document(s) of title in respect of your Shares or that it is/they are not readily available. If you find such document(s) or if it/they become(s) available, the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title in respect of your Shares should be forwarded to the Receiving Agent as soon as possible thereafter. If you have lost the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title in respect of your Shares, or they are not readily available, you should also write to the Share Registrar for a letter of indemnity which, when completed in accordance with the instructions given, should be returned to the Receiving Agent. The Offeror shall have the absolute discretion to decide whether any Shares in respect of which the share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title is/are not readily available and/or is/are lost will be taken up by the Offeror.

• (d) If you have lodged transfer(s) of any of your Shares for registration in your name and have not yet received your share certificate(s), and you wish to accept the Offer in respect of your Shares, you should nevertheless complete and sign the Form of Acceptance and deliver it in an envelope marked ‘‘Steering Holdings Limited — Offer’’ to the Receiving Agent together with the transfer receipt(s) duly signed by yourself. Such action will constitute an irrevocable authority to the Offeror and/or China Galaxy and/or the Receiving Agent and/or their respective agent(s) to collect from the Company or the Share Registrar on your behalf the relevant share certificate(s) when issued and to deliver such share certificate(s) to the Receiving Agent on your behalf and to authorise and instruct the Receiving Agent to hold such share certificate(s), subject to the terms and conditions of the Offer, as if it was/they were delivered to the Receiving Agent with the Form of Acceptance.

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

• (e) An acceptance of the Offer will be treated as valid only if the completed and signed Form of Acceptance is received by the Receiving Agent by no later than 4:00 p.m. on the Closing Date or such later time and/or date as the Offeror may determine and announce with the consent of the Executive in accordance with the Takeovers Code and the Receiving Agent has recorded that the acceptance and the relevant documents as required by the Takeovers Code have been so received, and is:

• (i) accompanied by the relevant share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares and, if that/those share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any indemnity required in respect thereof) is/are not in your name, such other document(s) (e.g. a duly stamped transfer of the relevant Share(s) in blank or in favour of the acceptor executed by the registered holder) in order to establish your right to become the registered holder of the relevant Shares; or

• (ii) from a registered Shareholder or his/her/its personal representative (but only up to the amount of the registered holding and only to the extent that the acceptance relates to the Shares which are not taken into account under another sub-paragraph of this paragraph (e)); or

(iii) certified by the Share Registrar or the Stock Exchange.

• (f) If the Form of Acceptance is executed by a person other than the registered Shareholder, appropriate documentary evidence of authority (for example, grant of probate or certified copy of a power of attorney) to the satisfaction of the Receiving Agent must be produced.

• (g) Hong Kong seller’s ad valorem stamp duty arising in connection with acceptances of the Offer will be payable by each accepting Shareholder at a rate of 0.1% of the consideration payable by the Offeror in respect of the relevant acceptances of the Offer, or if higher, the market value of Offer Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), and will be deducted from the cash amount payable by the Offeror to such Shareholder on acceptance of the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of the relevant accepting Shareholders and will pay the buyer’s ad valorem stamp duty in connection with the acceptances of the Offer and the transfer of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

• (h) No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/ or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of your Shares will be given.

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

2. ACCEPTANCE PERIOD AND REVISIONS

• (a) Unless the Offer has previously been revised or extended with the consent of the Executive or otherwise in accordance with the Takeovers Code, to be valid, the Form of Acceptance must be received by the Receiving Agent in accordance with the instructions printed thereon by 4:00 p.m. on the Closing Date.

• (b) The Offeror reserves the right to revise the terms of or extend the Offer after the despatch of this Offer Document until such day as it may determine in accordance with the Takeovers Code. If the Offeror revises the terms of the Offer, all the Shareholders, whether or not they have already accepted the Offer, will be entitled to accept the revised Offer under the revised terms.

• (c) If the Offer is extended or revised, the Offeror will issue an announcement in relation to any extension or revision of the Offer, which announcement will state either the next closing date (a date not less than fourteen (14) days following the posting of the revised announcement), or a statement that the Offer will remain open until further notice. In the latter case, at least fourteen (14) days’ notice in writing must be given before the Offer is closed to those Shareholders who have not accepted the Offer.

• (d) If the Closing Date is extended, any reference in this Offer Document and in the Form of Acceptance to the Closing Date shall, except where the context otherwise requires, be deemed to refer to the subsequent Closing Date of the Offer so extended.

• (e) Any acceptance of the relevant revised Offer shall be irrevocable unless and until the Shareholders who accept the Offer become entitled to withdraw their acceptance under the paragraph headed ‘‘5. Right of withdrawal’’ in this Appendix I below.

3. NOMINEE REGISTRATION

To ensure equality of treatment of all Shareholders, those Shareholders who hold Shares as nominee on behalf of more than one beneficial owner should, as far as practicable, treat the holding of each beneficial owner separately. In order for the beneficial owners of the Shares whose investments are registered in nominee names to accept the Offer, it is essential that they provide instructions to their nominees of their intentions with regard to the Offer.

4. ANNOUNCEMENTS

• (a) By 6:00 p.m. on the Closing Date (or such later time and/or date as the Executive may in exceptional circumstances permit), the Offeror must inform the Executive and the Stock Exchange of its decision in relation to the revision, extension or expiry of the Offer. The Offeror must publish an announcement in accordance with the Takeovers Code and/or the Listing Rules on the Stock Exchange’s website by 7:00 p.m. on the Closing Date stating, amongst other information required under Rule 19.1 of the Takeovers Code, whether the Offer has been revised, extended or expired.

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

• (b) The announcement will state, among other matters, the following:

• (i) the total number of Offer Shares for which acceptances of the Offer have been received;

• (ii) the total number of Shares held, controlled or directed by the Offeror and parties acting in concert with it before the Offer Period;

• (iii) the total number of Shares acquired or agreed to be acquired during the Offer Period by the Offeror and parties acting in concert with it;

• (iv) details of any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Offeror or any parties acting in concert with it has borrowed or lent, save for any borrowed securities which have been either on-lent or sold; and

• (v) the percentages of the issued share capital of the Company and the percentages of voting rights of the Company represented by these relevant numbers.

• (c) In computing the total number of Shares represented by acceptances as of the Closing Date, only acceptances duly completed and in compliance with Note 1 to Rule 30.2 of the Takeovers Code which have been received by the Receiving Agent no later than 4:00 p.m. on the Closing Date shall be included.

• (d) If the Offeror, parties acting in concert with it or its advisers make any statement about the level of acceptances or the number or percentage of accepting Shareholders during the Offer Period, then the Offeror must make an immediate announcement in compliance with Note 2 to Rule 19 of the Takeovers Code.

• (e) As required under the Takeovers Code and the Listing Rules, any announcement in relation to the Offer, in respect of which the Executive and the Stock Exchange have confirmed that they have no further comments, will be made in accordance with the requirements of the Takeovers Code and the Listing Rules, where appropriate.

5. RIGHT OF WITHDRAWAL

• (a) As the Offer is unconditional in all respects, acceptances of the Offer shall be irrevocable and cannot be withdrawn, except in the circumstances set out in the following paragraph.

• (b) In the circumstances set out in Rule 19.2 of the Takeovers Code (which is to the effect that if the Offeror is unable to comply with any of the requirements of making announcements relating to the Offer as described in the paragraph headed ‘‘4. Announcements’’ above), the Executive may require that accepting Shareholders be granted a right of withdrawal, on terms acceptable to the Executive, until such requirements set out in that section can be met. In such case, an accepting Shareholder may withdraw his/her/its acceptance by lodging a notice in writing

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

signed by him/her/it (or his/her/its agent duly appointed in writing with appropriate documentary evidence of authority being produced together with such notice) to the satisfaction of the Receiving Agent.

• (c) If any accepting Shareholder withdraws an acceptance, the Offeror shall, as soon as possible but in any event within ten (10) days thereof, return by ordinary post the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any indemnity required in respect thereof) in respect of the Shares lodged with the accompanying Form of Acceptance to the relevant accepting Shareholder.

6. SETTLEMENT OF THE OFFER

Provided that a valid Form of Acceptance and the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any indemnity required in respect thereof) in respect of the relevant Shares as required by Note 1 to Rule 30.2 of the Takeovers Code are duly completed and in good order in all respects and have been received by the Receiving Agent by not later than 4:00 p.m. on the Closing Date or such later time and/ or date as the Offeror may determine and announce in accordance with the Takeovers Code, a cheque for the amount due to each of the accepting Shareholders, less seller’s ad valorem stamp duty, in respect of the Offer Shares tendered by him/her/it under the Offer, will be despatched to such Shareholder by ordinary post at his/her own risk as soon as possible but in any event within seven (7) Business Days after the date on which the duly completed and valid acceptances of the Offer and the relevant document(s) of title in respect of such acceptances are received by the Receiving Agent to render each such acceptance complete and valid.

Settlement of the consideration to which any accepting Shareholder is entitled under the Offer will be paid by the Offeror in full in accordance with the terms of the Offer (save with respect to the payment of seller’s ad valorem stamp duty in respect of the Offer) without regard to any lien, right of set-off, counterclaim or other analogous right to which the Offeror may otherwise be, or claim to be, entitled against such accepting Shareholder.

No fraction of a cent will be payable and the aggregate amount of consideration payable to an accepting Shareholder will be rounded up to the nearest cent.

7. OVERSEAS SHAREHOLDERS

The Offeror is making the Offer available to all Shareholders, including those who are not resident in Hong Kong. The making and the implementation of the Offer to Shareholders who are citizens or residents or nationals of jurisdictions outside Hong Kong may be subject to the laws of the relevant overseas jurisdictions in which such Shareholders are located. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements and restrictions in their own jurisdictions, and where necessary, seek independent legal advice in respect of the Offer. It is the responsibility of such Overseas Shareholders who have registered addresses outside Hong Kong and wish to accept the Offer to satisfy themselves as to the full observance of the applicable laws and regulations of the relevant jurisdictions in connection therewith (including the obtaining of any governmental, exchange

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FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

control or other consent and any registration or filing which may be required or compliance with other necessary formalities, regulatory and/or legal requirements and the payment of any transfer or other taxes payable by such accepting Overseas Shareholders in such jurisdiction).

8. TAX IMPLICATIONS

Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offer. None of the Offeror, parties acting in concert with the Offeror, China Galaxy, and their respective ultimate beneficial owners, directors, officer(s), professional adviser(s), agent(s) or associate(s) or any other person involved in the Offer accepts responsibility for any taxation effects on, or liabilities of, any person or persons as a result of their acceptance or rejection of the Offer.

9. GENERAL

• (a) All communications, notices, Form of Acceptance, share certificates, transfer receipts (as the case may be), other document(s) of title and/or any indemnity required in respect thereof and remittances to settle the consideration payable under the Offer to be delivered by or sent to or from the Shareholders will be delivered by or sent to or from them, or their designated agents, by ordinary post at their own risk, and none of the Offeror and parties acting in concert with it, China Galaxy, the Receiving Agent, any of their respective ultimate beneficial owner(s), director(s), officer(s), professional adviser(s), associate(s), agent(s) or any persons involved in the Offer will be responsible for any loss or delay in transmission of such documents and remittances or any other liabilities that may arise as a result thereof.

• (b) The provisions set out in the accompanying Form of Acceptance form part of the terms and conditions of the Offer to which it relates.

• (c) The accidental omission to despatch this Offer Document and/or accompanying Form of Acceptance or any of them to any person to whom the Offer is made will not invalidate the Offer in any way.

• (d) The Offer and all acceptances are and shall be governed by and construed in accordance with the laws of Hong Kong.

• (e) Due execution of a Form of Acceptance will constitute an authority to the Offeror, China Galaxy or such person or persons as the Offeror may direct to complete, amend and execute any document on behalf of the person or persons accepting the Offer and to do any other act that may be necessary or expedient for the purposes of vesting in the Offeror or such person or persons as the Offeror may direct, the Shares in respect of which such person or persons has accepted the Offer.

• (f) Acceptance of the Offer by any person or persons will be deemed to constitute a warranty by such person or persons to the Offeror and China Galaxy that (i) the Shares held by such person or persons are sold to the Offeror free from all encumbrances and together with all rights accruing or attaching thereto or

– I-7 –

FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE OFFER

APPENDIX I

subsequently becoming attached to them, including, without limitation, the rights to receive all future dividends and/or other distributions declared, paid or made, if any, on or after the date on which the Offer is made, being the date of posting of this Offer Document; and (ii) such person or persons have not taken or omitted to take any action which will or may result in the Offeror, China Galaxy or any other person acting in concert with it in breach of the legal or regulatory requirements of any territory in connection with the Offer or the acceptance thereof, and is/are permitted under all applicable laws to receive and accept the Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited will give, or be subject to, the above representations and warranties.

• (g) Acceptance of the Offer by any nominee will be deemed to constitute a warranty by such nominee to the Offeror that the number of Shares in respect of which as indicated in the Form of Acceptance is the aggregate number of Shares held by such nominee for such beneficial owner who is accepting the Offer.

• (h) References to the Offer in this Offer Document and/or in the accompanying Form of Acceptance include any extension or revision thereof.

• (i) In making their decision, Shareholders must rely on their own examination of the Offeror, the Group and the terms of the Offer, including the merits and risks involved. The contents of this Offer Document, including any general advice or recommendation contained herein together with the accompanying Form of Acceptance, shall not be construed as legal, business or other advice on the part of the Offeror and parties acting in concert with it, China Galaxy, the Receiving Agent, any of their respective ultimate beneficial owner(s), director(s), officer(s), professional adviser(s), associate(s), agent(s) or any persons involved in the Offer. The Shareholders should consult their own professional advisers for professional advice.

• (j) Unless otherwise expressly stated in this Offer Document and/or the accompanying Form of Acceptance, no one other than the Offeror and the relevant accepting Shareholder may enforce any terms of the contract that will arise on delivery of the relevant Form of Acceptance, duly completed and executed, under the Contracts (Rights of Third Parties) Ordinance, Cap. 623 of the Laws of Hong Kong.

• (k) The English text of this Offer Document and the Form of Acceptance shall prevail over their respective Chinese texts.

– I-8 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This Offer Document includes particulars given in compliance with the Takeovers Code for the purpose of giving information to the Shareholders with regard to the Offeror and the Offer.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this Offer Document, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this Offer Document have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document, the omission of which would make any statement contained in this Offer Document misleading.

The information relating to the Group in this Offer Document has been extracted from or based on publicly available information of the Group. The only responsibility accepted by the sole director of the Offeror in respect of such information is for the correctness and fairness of the extraction of such information and/or its reproduction or presentation.

2. MARKET PRICES

The table below shows the closing price of the Shares quoted on the Stock Exchange on (i) the last day on which trading took place in each of the calendar months during the Relevant Period; (ii) the Last Trading Day; and (iii) the Latest Practicable Date.

	Closing price
Date	per Share
	(HK$)
30 September 2020	0.130
30 October 2020	0.142
30 November 2020	0.190
31 December 2020	0.182
29 January 2021	0.170
26 February 2021	0.160
30 March 2021 (being the Last Trading Day)	0.115
31 March 2021 to 31 May 2021	Trading
(being the Latest Practicable Date)	suspended

3. DISCLOSURE OF INTERESTS AND DEALINGS OF SECURITIES OF THE COMPANY

As at the Latest Practicable Date:

• (i) save for the Initial Shares and the Sale Shares, the Offeror and parties acting in concert with it did not own, control or have direction over any voting rights in any Shares, convertible securities, warrants, options or derivatives of the Company;

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GENERAL INFORMATION

APPENDIX II

• (ii) save for (i) the Transfer; and (ii) the China Galaxy Facility, there was no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code between the Offeror or parties acting in concert with it and any other persons;

• (iii) there was no agreement or arrangement to which the Offeror or parties acting in concert with it is a party which relates to circumstances in which it may or may not invoke or seek to invoke a precondition or condition to the Offer;

• (iv) there were no relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Offeror and parties acting in concert with it have borrowed or lent;

• (v) none of the Offeror and parties acting in concert with it had received any irrevocable commitment(s) to accept or reject the Offer;

• (vi) there was no understanding, agreement or arrangement which constitutes a special deal under Rule 25 of the Takeovers Code between the Offeror or parties acting in concert with it on the one hand, and CMBCCFL and parties acting in concert with it on the other hand;

• (vii) there was no understanding, arrangement or agreement or special deal between (1) any Shareholder; and (2)(a) the Offeror and any party acting in concert with it, or (b) the Company, its subsidiaries or associated companies;

• (viii) save for the total consideration of HK$103,000,000 paid for the Sale Shares under the Transfer, none of the Offeror and parties acting in concert with it has paid or will pay any other consideration, compensation or benefit in whatever form to CMBCCFL or parties acting in concert with it in connection with the sale and purchase of the Sale Shares;

• (ix) save for the mortgage over the Initial Shares, the Sale Shares and the Offer Shares to be acquired under the Offer in favour of China Galaxy relating to the China Galaxy Facility, there was no agreement, arrangement or understanding that any securities acquired in pursuance of the Offer would be transferred, charged or pledged to any other persons;

• (x) no benefits had been or will be given to any Director by the Offeror and/or any party acting in concert with it as compensation for loss of office or otherwise in connection with the Offer; and

• (xi) there was no agreement, arrangement or understanding (including any compensation arrangement) existed between the Offeror or any person acting in concert with it and any of the Directors, recent Directors, Shareholders, or recent Shareholders having any connection with or dependence upon the Offer.

– II-2 –

GENERAL INFORMATION

APPENDIX II

Save for the Sale Shares acquired by the Offeror under Transfer and the share charge of the Initial Shares, the Sale Shares and the Offer Shares to be acquired under the Offer to China Galaxy as collateral for the China Galaxy Facility, neither the Offeror nor parties acting in concert with it (including Mr. Ng and China Galaxy) had dealt for value in any Shares, share options, warrants or other securities convertible into the Shares during the Relevant Period.

4. EXPERT AND CONSENT

The following is the name and the qualification of the professional adviser to the Offeror whose letter, opinion or advice is contained or referred to in this Offer Document:

Name Qualification

China Galaxy a corporation licensed to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

China Galaxy has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its letter, opinion or advice and references to its name in the form and context in which they respectively appear.

5. MISCELLANEOUS

• (i) The correspondence address of the Offeror and Mr. Ng is 6/F, The Sun’s Group Centre, 200 Gloucester Road, Wanchai, Hong Kong.

• (ii) The sole director and sole shareholder of the Offeror is Mr. Ng.

• (iii) The sole director and the sole shareholder of Platinum Alpha are Mr. Fung and the Offeror respectively.

• (iv) The correspondence address of China Galaxy is 20/F, Wing On Centre, 111 Connaught Road Central, Sheung Wan, Hong Kong.

• (v) In the event of inconsistency, the English texts of this Offer Document and the accompanying Form of Acceptance shall prevail over their respective Chinese texts.

– II-3 –

GENERAL INFORMATION

APPENDIX II

6. DOCUMENTS ON DISPLAY

Copies of the following documents are available for inspection on the website of the SFC at www.sfc.hk, and the website of the Offeror at www.masterveyor.com, from the date of this Offer Document up to and including the Closing Date:

• (i) the memorandum and articles of association of the Offeror;

• (ii) the letter from China Galaxy, the text of which is set out on pages 8 to 18 of this Offer Document; and

• (iii) the written consent referred to under the paragraph headed ‘‘Expert and consent’’ in this appendix.

– II-4 –