FDB Holdings Limited — M&A Activity 2021

May 13, 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.

This announcement appears 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.

MASTERVEYOR HOLDINGS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

OFFER ANNOUNCEMENT

(I) COMPLETION OF THE TRANSFER OF THE SALE SHARES IN STEERING HOLDINGS LIMITED;

AND

(II) 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

ALREADY OWNED OR AGREED TO BE ACQUIRED BY OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) OF STEERING HOLDINGS LIMITED

(Stock Code: 1826)

Financial adviser to the Offeror

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COMPLETION OF THE TRANSFER OF SALE SHARES IN THE COMPANY

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 date of this announcement) to the Offeror at the total consideration of HK$103,000,000 (equivalent to approximately HK$0.1578 per Sale Share).

MANDATORY UNCONDITIONAL GENERAL OFFER

Immediately prior to Completion, save for the Offeror holding the Initial Shares, being 61,600,000 Shares, representing approximately 4.62% of the entire issued share capital of the Company as at the date of this announcement, the Offeror and parties acting in concert with it did not own or control or have direction over any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. Immediately after Completion, the Offeror and parties acting in concert with it are interested in 714,280,000 Shares, representing approximately 53.62% of the entire issued share capital of the Company as at the date of this announcement. The Offeror is 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.

Based on the publicly available information, as at the date of this announcement, the Company has 1,332,000,000 Shares in issue, and has no other outstanding warrants, derivatives, options, convertibles or other securities in issue which may confer any right(s) to the holder(s) thereof to subscribe for, convert or exchange into Shares.

Principal terms of the Offer

China Galaxy will make the Offer for and on behalf of the Offeror, in compliance with the Takeovers Code, on the following basis:

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.

LEGAL PROCEEDINGS WITH GENTLE SOAR AND MR. GAO

HCA No. 678 of 2021

Reference is made to the announcements of the Company both dated 4 May 2021 in relation to, among other things, (1) the Dispute; and (2) the Gentle Soar Injunction Application.

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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. 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. Further announcement(s) will be made if and when appropriate.

HCA No. 704 of 2021

Reference is made to the Purported Removal Announcement and the Purported Appointment Announcement.

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.

As such, 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.

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. Further announcement(s) will be made if and when appropriate.

GENERAL

In accordance with Rule 8.2 of the Takeovers Code, the Offer Document is required to be posted by or on behalf of the Offeror within twenty-one (21) days of the date of this announcement. It is expected that such Offer Document will be issued on or before 3 June 2021.

WARNING

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

COMPLETION OF THE TRANSFER OF SALE SHARES IN THE COMPANY

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 date of this announcement) to the Offeror at the total consideration of HK$103,000,000 (equivalent to approximately HK$0.1578 per Sale Share).

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Background of the Transfer

Pursuant to the Facility Agreement, CMBCCFL made available to Gentle Soar the Facility and Gentle Soar has entered into the Security Charge with CMBCCFL, pursuant to which Gentle Soar has charged the Sale Shares in favour of CMBCCFL to secure the due and punctual payment and discharge, among other things, the Facility and the interest accrued thereon.

As stated in the Notice of Default and Acceleration, the outstanding principal and interest accrued under the Facility as of 7 April 2021 was HK$100,674,750. Since one or more event(s) of default on the part of Gentle Soar occurred under the Facility Agreement and the Security Charge, CMBCCFL (as chargee to the Sale Shares) has taken the Enforcement Action and exercised its rights under the Finance Documents which included, among other things, its power of sale over the Sale Shares and effected the Transfer on 26 April 2021.

Consideration

The aggregate consideration for the Sale Shares is HK$103,000,000, equivalent to approximately HK$0.1578 per Sale Share. The consideration was determined after arm ’ s length negotiations between the Offeror and CMBCCFL as chargee of the Sale Shares after taking into account that (i) the Group has recorded a loss of approximately HK$429.528 million for the year ended 31 December 2020; (ii) the Group has recorded net current liabilities of approximately HK$16.819 million as of 31 December 2020; and (iii) the Offeror can obtain a controlling interest in the Company upon Completion.

The consideration has been fully paid by the Offeror to CMBCCFL in cash at Completion.

Completion

Completion took place on 26 April 2021. Immediately after Completion, the Sale Shares were deposited into the Offeror ’ s securities account in China Galaxy.

MANDATORY UNCONDITIONAL GENERAL OFFER

Immediately prior to Completion, save for the Offeror holding the Initial Shares, being 61,600,000 Shares, representing approximately 4.62% of the entire issued share capital of the Company as at the date of this announcement, the Offeror and parties acting in concert with it did not own or control or have direction over any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. Immediately after Completion, the Offeror and parties acting in concert with it are interested in 714,280,000 Shares, representing approximately 53.62% of the entire issued share capital of the Company as at the date of this announcement. The Offeror is 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.

Based on the publicly available information, as at the date of this announcement, the Company has 1,332,000,000 Shares in issue, and has no other outstanding warrants, derivatives, options, convertibles or other securities in issue which may confer any right(s) to the holder(s) thereof to subscribe for, convert or exchange into Shares.

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The Offer will be a mandatory unconditional cash offer and will be made on the terms mentioned below.

Principal terms of the Offer

China Galaxy will make the Offer for and on behalf of the Offeror, in compliance with the Takeovers Code, on the following basis:

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 date of this announcement).

Highest and lowest Share prices

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the period commencing six months preceding the Last Trading Day from 30 September 2020 to the Last Trading Day were HK$0.22 per Share on 10 November 2020 and HK$0.115 per Share on 30 March 2021 respectively.

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Value of the Offer

On the basis of the Offer Price of HK$0.158 per Share 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 HK$97,599,760.

Confirmation of financial resources available for the Offer

The Offeror intends to 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 617,720,000 Offer Shares.

Effect of accepting the Offer

By accepting the Offer, Independent Shareholders will 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 the 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 the 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 has no outstanding dividend declared but not yet paid as at the date of this announcement.

Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

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 of 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$) will be payable and the amount of cash consideration payable to an Independent Shareholder who accepts the Offer will be rounded up to the nearest cent (HK$).

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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 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.

Overseas Independent 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 Independent 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 Independent 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 Independent 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.

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Dealing in the Company’s securities

Save for the Transfer by exercising the rights under the Finance Documents by CMBCCFL (and hence the CMBC Group) to the Offeror, none of the Offeror or parties acting in concert with it has dealt in the Shares or other options, derivatives, warrants or other securities convertible into Shares during the six-month period prior to the Last Trading Day and up to the date of this announcement.

Other arrangements or agreements

As at the date of this announcement,

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

• (ii) there is no outstanding derivative in respect of securities in the Company which is owned, controlled or directed by, or has been entered into by the Offeror and/or any person acting in concert with it;

• (iii) save for (i) the Transfer; and (ii) the China Galaxy Facility, there is 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 in relation to the shares of the Offeror or the Shares which might be material to the Offer;

• (iv) there is 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;

• (v) there are 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;

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

• (vii) there is 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;

• (viii) there is 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; and

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• (ix) 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.

LEGAL PROCEEDINGS WITH GENTLE SOAR AND MR. GAO

HCA No.678 of 2021

Reference is made to the announcements of the Company both dated 4 May 2021 in relation to, among other things, (1) the Dispute; and (2) the Gentle Soar Injunction Application.

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. In addition, the Offeror wishes to update the Shareholders and potential investors of the latest development of the 678 Action and provide further information of the Dispute and the Gentle Soar Injunction Application below.

1. 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;

2. 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;

3. 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;

4. 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;

5. 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:

6. (i) 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;

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• (ii) 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;

• (iii) 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; and

• 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.

Based on the foregoing, 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. Further announcement(s) will be made if and when appropriate.

HCA No.704 of 2021

Reference is made to the Purported Removal Announcement and the Purported Appointment Announcement.

As disclosed in the Purported Removal Announcement, on 3 May 2021 the Board purportedly passed the Purported Removal Resolution for the Purported Removal.

As further disclosed in the Purported Appointment Announcement, on 5 May 2021, the Board (comprising only Mr. Gao and Ms. Feng) has purportedly passed the Purported Appointment Resolution for the Purported Appointment.

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.

As such, 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.

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);

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1. 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

2. 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.

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. Further announcement(s) will be made if and when appropriate.

INFORMATION ON CMBCCFL

CMBCCFL is a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of CMBCCHL. CMBCCHL, together with its subsidiaries, are principally engaged in the securities business, investment and financing and asset management and advisory business.

CMBCCHL is beneficially owned as to 60.62% by CMBC International Investment Limited, which is a wholly-owned subsidiary of CMBC International Investment (HK) Limited. CMBC International Investment (HK) Limited is an indirect wholly-owned subsidiary of CMBC International Holdings Limited, which is an wholly-owned subsidiary of China Minsheng Banking Corp. Ltd.. By virtue of the SFO, prior to Completion, CMBCCHL, CMBC International Investment Limited, CMBC International Investment (HK) Limited, CMBC International Holdings Limited and China Minsheng Banking Corp. Ltd. are therefore deemed to be interested in the Sale Shares (being a security interest) held by the CMBCCFL.

INFORMATION ON THE OFFEROR

The Offeror is an investment holding company incorporated in the British Virgin Islands and is wholly and ultimately owned by Mr. Ng.

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 ’’ above). 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.

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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.

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.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) immediately prior to Completion; and (ii) immediately upon the Completion and as at the date of this announcement, based on the publicly available information:

Gentle Soar (Note 1) The Offeror and parties acting in concert with it Public Shareholders Total	Immediately prior to Completion Number of Shares Approximate % of issued Shares 862,400,000 64.74 61,600,000 4.62 408,000,000 30.63 1,332,000,000 100.00	Immediately after Completion and as at the date of this announcement Number of Shares Approximate % of issued Shares 209,720,000 15.74 714,280,000 53.62 408,000,000 30.63 1,332,000,000 100.00	Immediately after Completion and as at the date of this announcement Number of Shares Approximate % of issued Shares 209,720,000 15.74 714,280,000 53.62 408,000,000 30.63 1,332,000,000 100.00
			100.00

Note:

1. Out of the 862,400,000 Shares held by Gentle Soar prior to Completion, 652,680,000 Shares were charged to CMBCCFL.

2. Shareholding percentages may not add up to 100% due to rounding.

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INTENTION OF THE OFFEROR ON THE GROUP

Operational Matters, Employees and Senior Management

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 date of this announcement, 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.

Proposed Change of Board Composition of the Company

As at the date of this announcement 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.

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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 Offeror will undertake 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.

GENERAL

Despatch of Offer Document

In accordance with Rule 8.2 of the Takeovers Code, the Offer Document is required to be posted by or on behalf of the Offeror within twenty-one (21) days of the date of this announcement. It is expected that such Offer Document will be issued on or before 3 June 2021.

Disclosure of Dealings in the Shares

In accordance with Rule 3.8 of the Takeovers Code, the associates of the Company and the Offeror (as defined under the Takeovers Code, including persons holding 5% or more of a class of relevant securities issued by the Company or the Offeror) are hereby reminded to disclose their dealings in any securities of the Company pursuant to Rule 22 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 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. 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 $1 million.

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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 advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

• ‘‘ 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 ’’ 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

• ‘‘ 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

• ‘‘ CMBCCFL ’’ CMBC Capital Finance Limited, a company incorporated in Hong Kong with limited liability, a direct wholly-owned subsidiary of the CMBCCHL

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• ‘‘ CMBCCHL ’’

• CMBC Capital Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1141)

• ‘‘ CMBC Group ’’

• CMBCCHL, CMBCCFL, CMBC International Investment Limited, CMBC International Investment (HK) Limited, CMBC International Holdings Limited and China Minsheng Banking Corp. Ltd.

• ‘‘ 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)

• ‘‘ Completion ’’ completion of the Transfer

• ‘‘ Director(s) ’’ the director(s) of the Company

• ‘‘ Dispute ’’

• the dispute among Gentle Soar, CMBCCFL and the Offeror in respect of the Sale 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 or any delegate of the Executive Director

• ‘‘ Facility ’’

• the term loan facility made available by CMBCCFL to Gentle Soar under the Facility Agreement

• ‘‘ 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

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• ‘‘ Gentle Soar ’’ Gentle Soar Limited, a company incorporated in the Cayman Islands with limited liability which is wholly-owned by Mr. Gao

• ‘‘ Gentle Soar Injunction the application by Gentle Soar to the High Court for Application ’’ 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

• ‘‘ HK$ ’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘ Hong Kong ’’ the Hong Kong Special Administrative Region of the People ’ s Republic of China

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

• ‘‘ Initial Shares ’’ 61,600,000 Shares, representing approximately 4.62% of the entire issued share capital of the Company as at the date of this announcement, already owned by the Offeror immediately prior to Completion

• ‘‘ Last Trading Day ’’ 30 March 2021, being the last trading day of the Shares on which the Shares were traded on the Stock Exchange prior to the issue and publication of this announcement

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

• ‘‘ Mr. Chan ’’ Mr. Chan Yuk Sang, an independent non-executive Director ‘‘ Mr. Gao ’’ Mr. Gao Yunhong, the sole director and ultimate beneficial owner of Gentle Soar

• ‘‘ Mr. Lau ’’ Mr. Lau Kwok Fai Patrick, an independent non-executive Director

‘‘ Mr. Ng ’’ Mr. Ng Kin Siu, the sole director and ultimate beneficial owner of the Offeror

• ‘‘ Mr. Wan ’’ Mr. Wan Chi Wai Anthony, an independent non-executive Director

• ‘‘ Ms. Feng ’’ Ms. Feng Xuelian, an executive Director ‘‘ New Directors ’’ the persons purportedly appointed as Directors under the Purported Appointment Resolution

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• ‘‘ Notice of Default and the notice of default and acceleration dated 31 March 2021 Acceleration ’’ issued by CMBCCFL to Gentle Soar

• ‘‘ Offer ’’

the mandatory unconditional cash offer to be 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

• ‘‘ Offer Document ’’

• the document to be issued by the Offeror to the Independent Shareholders in accordance with the Takeovers Code containing, among others, information relating to the Offeror, the details of the Offer and the forms of acceptance and transfer

• ‘‘ 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-owned by Mr. Ng

• ‘‘ Purported Appointment ’’

• 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

• ‘‘ Purported Appointment Announcement ’’

• the announcement of the Company dated 5 May 2021 in relation to, among other things, the Purported Appointment Resolution

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

• ‘‘ Purported Removal ’’

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

• ‘‘ Purported Removal the announcement of the Company dated 3 May 2021 in Announcement ’’ relation to, among other things, the Purported Removal Resolution

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

• ‘‘ Purported Resolutions ’’

• the Purported Appointment Resolution and the Purported Removal Resolution

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• ‘‘ Sale Share(s) ’’ 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

• ‘‘ Security Charge ’’ 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

• ‘‘ SFC ’’ the Securities and Futures Commission of Hong Kong ‘‘ SFO ’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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

• ‘‘ Shareholder(s) ’’ holder(s) of the Share(s) ‘‘ Stock Exchange ’’ The Stock Exchange of Hong Kong Limited ‘‘ Takeovers Code ’’ The Hong Kong Code on Takeovers and Mergers ‘‘ 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

• ‘‘ 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

• ‘‘ % ’’ per cent.

For and on behalf of Masterveyor Holdings Limited Ng Kin Siu Sole Director

Hong Kong, 13 May 2021

As at the date of this 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 announcement (other than the information relating to the Group), and confirms, having made all reasonable enquiries, that to the best of his

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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 contained in this announcement misleading.

The information relating to the Group in this announcement has been extracted from or based on the published information of the Company. The only responsibility accepted by 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.

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

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