Future Bright Mining Holdings Limited — M&A Activity 2018

Aug 24, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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ZHONG KE JIU TAI TECHNOLOGY GROUP LIMITED (incorporated in Hong Kong with limited liability)

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)

JOINT ANNOUNCEMENT

OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS

VOLUNTARY CONDITIONAL CASH OFFER BY SOUTHWEST SECURITIES (HK) CAPITAL LIMITED FOR AND ON BEHALF OF

ZHONG KE JIU TAI TECHNOLOGY GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF FUTURE BRIGHT MINING HOLDINGS LIMITED (OTHER THAN THOSE SHARES OWNED OR AGREED TO BE ACQUIRED BY ZHONG KE JIU TAI TECHNOLOGY GROUP LIMITED OR PARTIES ACTING IN CONCERT WITH IT)

Financial Adviser to the Offeror

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References are made to (i) the joint announcement dated 10 July 2018 and (ii) the composite document dated 10 August 2018 (the “ Composite Document ”) jointly issued by Zhong Ke Jiu Tai Technology Group Limited (the “ Offeror ”) and Future Bright Mining Holdings Limited (the “ Company ”). Capitalised terms used herein shall have the same meanings as those defined in the Composite Document, unless the context herein requires otherwise.

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All time and date references contained in this joint announcement refer to Hong Kong time and dates.

OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS

As at 4:00 p.m. on 24 August 2018, the Offeror received (i) valid acceptances in respect of a total of 1,573,820,000 Shares under the Share Offer, representing approximately 40.67% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) valid acceptances in respect of a total of 352,000,000 Options under the Option Offer, representing all of the outstanding Options.

Immediately before 10 August 2018 (being the commencement date of the Offer Period), the Offeror was interested in an aggregate of 400,000,000 Shares, representing approximately 10.34% of the entire issued share capital of the Company.

As at 4:00 p.m. on 24 August 2018, taking into account the valid acceptances in respect of 1,573,820,000 Shares under the Share Offer, the Offeror and parties acting in concert with it would hold an aggregate of 1,973,820,000 Shares, representing approximately 51% of the entire issued share capital of the Company as at the date of this joint announcement.

Accordingly, paragraph (a) of the Conditions to the Share Offer as set out in the section headed “Conditions of the Offers” of the “Letter from Southwest HK Capital” in the Composite Document has been fulfilled and together with the fulfillment of all other Conditions set out therein, the Share Offer has become unconditional in all respects on 24 August 2018. As the Share Offer has become unconditional in all respects, the Option Offer has also become unconditional in all respects on 24 August 2018.

None of the Offeror, its ultimate beneficial owner or and their respective parties acting in concert has (i) acquired or agreed to acquire any Shares or the rights over Shares during the Offer Period other than the acceptance of the Offers; or (ii) borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

OFFERS REMAIN OPEN FOR ACCEPTANCE

Pursuant to Rule 15.1 and Rule 15.3 of the Takeovers Code, the Offers must remain open for acceptance for at least 14 days after the Offers become unconditional in all respects, but in any case at least 21 days following the date on which the Composite Document was posted. Accordingly, the Offers will remain open for acceptance until 4:00 p.m. on Friday, 7 September 2018, which will be the final Closing Date of the Offers and will not be extended. Save as set out above, all other terms of the Offers as set out in the Composite Document and the Forms of Acceptance remain unchanged.

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Independent Shareholders and Optionholders are advised to refer to the Composite Document and the Forms of Acceptance for details of acceptance procedures if they wish to accept the Offers. A further announcement on the results of the Offers will be made on the final Closing Date in accordance with Rule 19.1 of the Takeovers Code.

SETTLEMENT OF THE OFFERS

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Share Offer) payable for the Shares under the Share Offer will be posted to the accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days of the date of receipt of a complete and valid acceptance of the Share Offer, or of the date on which the Offers become or are declared unconditional in all respects, whichever is the later.

Remittances in respect of the cash consideration payable for the Options under the Option Offer will be posted to the accepting Optionholders by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days of the date of receipt of a complete and valid acceptance of the Option Offer, or of the date on which the Offers become or are declared unconditional in all respects, whichever is the later.

WARNING

Independent Shareholders and Optionholders are strongly advised to read the Composite Document carefully, including the “Letter from the Independent Board Committee” and the “Letter from the Independent Financial Adviser”, before deciding whether or not to accept the Offers (as applicable).

The respective associates (including a person who owns or controls 5% or more of any class of relevant securities) of the Offeror and the Company are reminded to disclose their dealings in the securities of the Company in accordance with Rule 22 of the Takeovers Code.

By order of the board of directors of By order of the Board of Zhong Ke Jiu Tai Technology Group Limited Future Bright Mining Holdings Limited Li Yuguo Liu Jie Director Chairperson

Hong Kong, 24 August 2018

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As at the date of this joint announcement, the executive Directors are Ms. Liu Jie, Mr. Chen Gang, Mr. Rao Dacheng, Mr. Wan Tat Wai David, Ms. Yang Xiaoqiu, Mr. Zhang Decong and Mr. Yuan Shan (alternate Director to Mr. Zhang Decong); and the independent non-executive Directors are Mr. Chow Hiu Tung, Mr. Lau Tai Chim, Mr. Lai Kwok Leung and Mr. Hu Minglong.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror and parties acting in concert with it) contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed (other than opinion expressed by the sole director of the Offeror) in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Li Yuguo is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

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