Future Bright Mining Holdings Limited — M&A Activity 2016

Jun 12, 2016

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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Future Bright Mining Holdings Limited 高鵬礦業控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2212)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION OF 51% ISSUED SHARE CAPITAL OF THE TARGET COMPANY AND CONNECTED TRANSACTION

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that on 10 June 2016 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Memorandum of Understanding with the Vendor, pursuant to which the Vendor proposed to sell 51% issued share capital in the Target Company to the Purchaser. The Memorandum of Understanding is not legally binding with regard to the Proposed Acquisition.

Shareholders and potential investors of the Shares should note that the Proposed Acquisition contemplated under the Memorandum of Understanding may or may not materialize. If the Proposed Acquisition materializes, it will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. Shareholders and investors should exercise caution when dealing in the securities of the Company.

Further announcement(s) will be made in accordance with the Listing Rules to provide updates on the transactions contemplated under the Memorandum of Understanding as and when appropriate.

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

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The Board is pleased to announce that on 10 June 2016 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Memorandum of Understanding with the Vendor, pursuant to which the Vendor proposed to sell 51% issued share capital in the Target Company to the Purchaser. The Memorandum of Understanding is not legally binding with regard to the Proposed Acquisition.

Information of Target Company

The Target Company, with registered capital of RMB50 million, is principally engaged in, among other things, internet technology development and application; computer software and hardware development and application; network information technology and related product development; stone mining; and on-line sales of stone and building materials.

Information of the Vendor and Listing Rules Implication

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquires, the Vendor is the son of Mr. Zhou Tai Ping, the former executive Director and chairman of the Board who resigned on 5 June 2016. Therefore, the Vendor is a connected person of the Company within the meanings of Chapter 14A of the Listing Rules.

If the Proposed Acquisition materializes, it will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. In this regard, the Company will comply with the reporting, disclosure and/or independent shareholders’ approval requirements, as and where appropriate.

Major Terms of the Memorandum of Understanding

The terms of the Proposed Acquisition are subject to further negotiation and the signing of a formal sale and purchase agreement within 90 days after the date of the Memorandum of Understanding (or such longer period as extended by mutual agreement between the parties) (the “Exclusivity Period”). The Vendor has agreed not to negotiate with other potential buyers in relation to the subject matter of the Memorandum of Understanding during the Exclusivity Period. Save and except the clauses regarding exclusivity, due diligence, costs and expenses, and governing law and jurisdiction which are legally binding, all other provisions in the Memorandum of Understanding are nonlegally binding. If the Memorandum of Understanding proceeds to signing of a formal sale and purchase agreement, it is currently expected that completion of the formal sale and purchase agreement will be conditional upon, amongst other things, due diligence review on the Target Company having been completed to the satisfaction of the Company.

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Reasons for entering into the Memorandum of Understanding

The Company is an investment holding company whose subsidiaries are principally engaged in mining exploration and sale of marbles and marble-related products.

If the Proposed Acquisition proceeds to completion, the Company currently intends to leverage on the incumbent network information technology and expertise of the Vendor and the management team of the Target Company with the view to developing e-commerce platforms for the trading of marble-related products by the Group.

The Memorandum of Understanding is not legally binding on the parties in respect of the Proposed Acquisition and/or the entering into of a formal acquisition agreement. The Memorandum of Understanding may or may not lead to the entering into of a formal acquisition agreement and the Proposed Acquisition contemplated thereunder may or may not be consummated.

Shareholders and potential investors of the Shares should note that the Proposed Acquisition contemplated under the Memorandum of Understanding may or may not materialize. Shareholders and investors should exercise caution when dealing in the securities of the Company.

Further announcement(s) will be made in accordance with the Listing Rules to provide updates on the transactions contemplated under the Memorandum of Understanding as and when appropriate.

DEFINITIONS

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

“Board” the board of Directors “Company” Future Bright Mining Holdings Limited (stock code: 2212), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “Directors” the directors of the Company “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Group” the Company and its subsidiaries “HK$” Hong Kong Dollars, the lawful currency of Hong Kong

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“Memorandum of a memorandum of understanding entered into between Understanding” the Purchaser and the Vendor on 10 June 2016 in relation to the Proposed Acquisition

“Proposed Acquisition”

the proposed acquisition of 51% issued share capital in the Target Company by the Purchaser from the Vendor, subject to the signing of a formal sale and purchase agreement

“PRC”

the People’s Republic of China

“Purchaser”

Express Sources Holdings Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

“Shareholders” holders of the Shares

“Shares”

shares of HK$0.001 each in the share capital of the Company

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Stock Exchange” the Stock Exchange of Hong Kong Limited

“Target Company”

重慶天山雲石科技有限公司 (Chongqing Tianshan Marble Technology Co., Ltd.*), a limited liability company established in the PRC

“Vendor”

Mr. Zhou Yan Tak(周恩德), the son of Mr. Zhou Tai Ping, the former executive Director and chairman of the Board who resigned on 5 June 2016.

By order of the Board Future Bright Mining Holdings Limited Wan Tat Wai David Executive Director

Hong Kong, 10 June 2016

As at the date of this announcement, the executive Directors are Mr. Sun Feng, Ms. Lee Suk Fong, Mr. Wan Tat Wai David, Mr. Zhang Decong and Mr. Yuan Shan (alternate director to Mr. Zhang Decong); the non-executive Directors are Mr. Li Ethan Jing, Mr. Hu Jin Xiong and Mr. Leung Kar Fai; and the independent non-executive Directors are Mr. Lau Tai Chim, Mr. Sin Ka King, Mr. Chow Hiu Tung and Mr. Tsang Hing Hung.

* For identification purpose only

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