Future Bright Mining Holdings Limited — M&A Activity 2018

Aug 10, 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

DESPATCH OF COMPOSITE DOCUMENT 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)

Financial Adviser to the Offeror

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References are made to the joint announcement dated 10 July 2018 (the “ Announcement ”) and 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 Announcement and the Composite Document, unless the context herein requires otherwise.

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DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document, together with the Forms of Acceptance, containing, among others, (i) detailed terms and conditions of the Offers; (ii) the expected timetable in respect of the Offers; (iii) the letter from Southwest HK Capital; (iv) the letter from the Board; (v) the letter from the Independent Board Committee; and (vi) the letter from the Independent Financial Adviser in respect of the Offers, have been despatched to the Independent Shareholders and Optionholders on Friday, 10 August 2018 in accordance with the Takeovers Code.

EXPECTED TIMETABLE OF THE OFFERS

Set out below is the expected timetable of the Offers as extracted from the Composite Document. The timetable set out below is indicative only and is subject to change. Further announcement(s) will be made by the Offeror and the Company in the event of any changes to the timetable as and when appropriate.

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

Despatch date of the Composite Document and the

accompanying Forms of Acceptance and

commencement date of the Offers (Note 1). . . . . . . . . . . . . . . . . . . . . . . 10 August 2018

Latest time and date for acceptance of the Offers

on the first Closing Date (Note 3 & 7) . . . . . . . . . . . . . . . 4:00 p.m. on 31 August 2018

First Closing Date (Note 3 & 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 August 2018

Announcement of the results of the Offers as at the

first Closing Date, to be posted on the websites of the

Stock Exchange and the Company. . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m.

on Friday, 31 August 2018

Latest date for posting of remittances for the amount

due in respect of valid acceptances received under the Offers on or before 4:00 p.m.

on the first Closing Date assuming the Offers become or are declared unconditional

on the first Closing Date (Note 4 & 7) . . . . . . . . . . . . . . . . . . . . . . . .11 September 2018

Latest time and date for the Offers remaining open

for acceptance on the final Closing Date assuming the Offers become or are declared unconditional

on the first Closing Date (Note 5 & 7) . . . . . . . . . . . . 4:00 p.m. on 14 September 2018

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Final Closing Date (Note 5 & 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 September 2018

Announcement of the results of the Offers

as at the final Closing Date, to be posted on the

websites of the Stock Exchange and the Company. . . . . . . . no later than 7:00 p.m. on

14 September 2018

• Latest date for posting of remittances for the amount

• due in respect of valid acceptances received under

  • the Offers on or before 4:00 p.m. on the

  • final Closing Date, being the latest date on which the Offers remains open for acceptances assuming the Offers become or are declared unconditional

on the first Closing Date (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 September 2018

• Latest time and date by which the Offers can become

• or be declared unconditional as to acceptances

(Note 6 & 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7:00 p.m. on

• 9 October 2018

Latest time and date by which the Offers can become or be declared unconditional in all aspects (Note 6 & 7) . . . . . . . . . . . . . . . . .7:00 p.m. on 30 October 2018

Notes:

1. The Offers are open for acceptance on and from 10 August 2018, being the date of posting of the Composite Document, and are capable of acceptance on and from that date until the close of the Offer Period.

2. Beneficial owners of Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (as set out in Appendix I to the Composite Document) for giving instructions to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

3. The Offer will initially remain open for acceptances until 4:00 p.m. on 31 August 2018 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The Offeror has the right under the Takeovers Code to extend the Offers until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). The Offeror will issue an announcement in relation to any extension of the Offers, which announcement will state either the next Closing Date or, if the Offers are at that time unconditional as to acceptances, a statement that the Offers will remain open until further notice. In the latter case, at least 14 days’ notice in writing must be given before the Offers are closed to those Shareholders/Optionholders who have not accepted the Offers.

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1. Subject to the Offers becoming unconditional, remittances in respect of the cash consideration for the Offer Shares tendered under the Offer will be despatched to the accepting Shareholder(s) (to the address specified on the relevant Form of Share Offer Acceptance) by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following the later of the date of receipt by the Registrar or the Company Secretary (as the case maybe) of all the relevant documents to render the acceptance under the Offers complete, valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code, and the date on which the Offers become or are declared unconditional in all respects.

2. In accordance with the Takeovers Code, where the Offers become or are declared unconditional (whether as to acceptances or in all respects), the Offers should remain open for acceptance for not less than 14 days thereafter. In such case, at least 14 days’ notice in writing must be given before the Offers are closed. The Offeror has the right, subject to the Takeovers Code, to extend the Offers until such date as the Offeror determines or as permitted by the Executive, in accordance with the Takeovers Code. The Offeror will issue an announcement in relation to any extension of the Offers, which will state the next Closing Date or, if the Offers have become or are at that time declared unconditional, that the Offers will remain open until further notice.

3. In accordance with the Takeovers Code, except with the consent of the Executive, the Offers may not become or be declared unconditional as to acceptances after 7:00 p.m. on 9 October 2018, being the 60th day after the day the Composite Document is posted. Accordingly, unless the Offers have previously become unconditional as to acceptances, the Offers will lapse on 9 October 2018 unless extended with the consent of the Executive and in accordance with the Takeovers Code. In addition, except with the consent of the Executive, if the Offers do not become or are not declared unconditional in all respects within 21 days of the Offers becoming or are declared unconditional as to acceptances, the Offers will lapse. Therefore, the last day by which the Offers can become or be declared unconditional in all respects is 30 October 2018.

4. The latest time and date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances will not take effect if there is a tropical cyclone warning signal number 8 or above, or a “black rainstorm warning”, in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances. Instead the latest time for acceptance of the Offers and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

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).

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Shareholders, Optionholders and potential investors of the Company should note that the Offers are subject to the satisfaction or waiver (where applicable) of the Conditions. Accordingly, the Offers may or may not become unconditional. Shareholders, Optionholders and potential investors of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

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, 10 August 2018

As at the date of this 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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