FDB Holdings Limited — M&A Activity 2021

May 21, 2021

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.

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Steering Holdings Limited 旭通控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

INSIDE INFORMATION ANNOUNCEMENT PURSUANT TO RULE 3.2 OF THE TAKEOVERS CODE IN RELATION TO MANDATORY UNCONDITIONAL CASH OFFER AND CONTINUED SUSPENSION OF TRADING

This announcement is made by Steering Holdings Limited (the “ Company ”, together with its subsidiaries as the “ Group ”) pursuant to Rule 3.2 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) issued by the Securities and Futures Commission of Hong Kong (the “ SFC ”), Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement (the “ Announcement ”) of the Company dated 4 May 2021 in relation to the inside information concerning the dispute in respect of 652,680,000 shares of the Company (the “ Shares ”) (the “ Subject Shares ”). Capitalised terms used herein shall have the same meanings as those defined in the Announcement.

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THE OFFER

As set out in the Announcement, CMBC has purportedly taken action to enforce the Subject Shares, and the Board was informed by Mr. Ng Kin Siu (“ Mr. Ng ”) that Masterveyor Holdings Limited (the “ Offeror ”) has allegedly acquired the Subject Shares from CMBC.

On 13 May 2021, the Offeror published an offer announcement (the “ Offer Announcement ”) in respect of, among others, (i) the completion of the transfer of the Subject Shares (defined as the Sale Shares in the Offer Announcement); (ii) 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 Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it pursuant to Rule 26.1 of the Takeovers Code (the “ Offer ”); (iii) the legal proceedings between, among others, (a) the Offeror and (b) Gentle Soar Limited and Mr. Gao Yunhong (“ Mr. Gao ”).

INSIDE INFORMATION

Reference is made to the Offer Announcement. The Board would like to clarify and supplement that, insofar as the Board is aware of and as at the date of this announcement:

• (i) other than the undertakings as mentioned under the paragraphs headed “HCA No.678 of 2021” in the Offer Announcement, both the Offeror and Gentle Soar have given an undertaking not to procure or request or cause or exercise the voting rights attached to the Subject Shares; and

• (ii) none of Mr. Gao, Ms. Feng Xuelian and the New Directors (as defined in the Offer Announcement), have been served with the writ of summons allegedly issued by the Offeror in the High Court under HCA No. 704 of 2021.

PROPOSED CHANGE TO THE BOARD COMPOSITION OF THE COMPANY

According to the Offer Announcement, 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.

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NUMBERS OF RELEVANT SECURITIES IN ISSUE

As at the date of this announcement, the Company has 1,332,000,000 ordinary Shares of HK$0.01 each in issue. The Company has no other outstanding relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An independent board committee (the “ Independent Board Committee ”) comprising all the independent non-executive Directors will be formed to make a recommendation to the independent shareholders of the Company (the “ Independent Shareholders ”) as to whether the Offer is fair and reasonable for acceptance or not.

An independent financial adviser (the “ Independent Financial Adviser ”) will be approved and appointed by the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in respect of the Offer. The advice of the Independent Financial Adviser and the recommendation of the Independent Board Committee in respect of the Offer, in particular, as to whether the Offer is, or is not, fair and reasonable and as to its acceptance, will be included in the response document.

GENERAL

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the Offer Document containing, amongst other things, the terms and conditions of the Offer and the form(s) of acceptance and transfer in respect of the Offer, to the Independent Shareholders within 21 days of the date of the Offer Announcement. In response, pursuant to Rule 8.4 of the Takeovers Code, a response document, which will contain, amongst other things, the recommendation of the Independent Board Committee and the advice of the Independent Financial Adviser to the Independent Board Committee on the Offer, will be issued and despatched by the Company to the Shareholders within 14 days after the posting of the Offer Document by the Offeror in relation to the Offer, or as permissible pursuant to the Takeovers Code.

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DEALING DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, respective associates of the Company (as defined in the Takeovers Code, including among others, shareholders having interests of 5% or more in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)) of the Company and of the Offeror are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the requirements of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

WARNING: SHAREHOLDERS AND POTENTIAL INVESTORS ARE THEREFORE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY, AND IF THEY ARE IN DOUBT ABOUT THEIR POSITION, THEY SHOULD CONSULT THEIR PROFESSIONAL ADVISERS.

Shareholders and potential investors of the Company are advised to read the offer documents and the response document (which will contain the advice from the Independent Financial Adviser and the Independent Board Committee) before making any decisions on the offer.

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CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended since 31 March 2021. Reference is made to the announcement of the Company dated 20 May 2021 relating to the resumption guidance, as the resumption guidance has yet been fulfilled, trading in the Shares will continue to remain suspended until fulfillment of the relevant guidance to the satisfaction of the Stock Exchange. Further announcement will be made by the Company in this respect as and when appropriate.

By order of the Board Steering Holdings Limited Feng Xuelian Executive Director

Hong Kong, 21 May 2021

As at the date of this announcement, the executive Directors are Ms. Feng Xuelian and Ms. Chang Liang, the non-executive Director is Mr. Gao Yunhong and the independent non-executive Directors are Mr. Hao Lijun, Mr. Wong Chi Shing and Mr. Yu Xiaogeng.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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