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Future Bright Mining Holdings Limited — M&A Activity 2018
Aug 15, 2018
50450_rns_2018-08-15_aea7eacb-6046-432b-939d-7eca56f7079d.pdf
M&A Activity
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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
IN RELATION TO 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)
Reference is made to 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 ”) in relation to, among others, the Offers. Capitalised terms used herein shall have the same meanings as those defined in the Composite Document, unless the context herein requires otherwise.
The Offeror and the Company would like to clarify that as at the Latest Practicable Date and as at the date of this joint announcement, save for the Irrevocable Undertakings and the share mortgage executed by the Offeror to charge all Shares held by it as of the date of the Announcement and the Shares to be acquired by it under the Share Offer in favour of Southwest HK Brokerage, there is no agreement, arrangement, or understanding (including
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any compensation arrangement) existed between the Offeror or any person acting in concert with it and any Directors, recent Directors, Shareholders or recent Shareholders having any connection with or which was dependent upon the Offers.
All information set out in the Composite Document remains unchanged.
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).
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, 15 August 2018
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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