Future Bright Mining Holdings Limited — M&A Activity 2018

Jul 20, 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

Reference is made to the joint announcement of the Company and the Offeror dated 10 July 2018 (the “Announcement”) in relation to, among others, the Offers. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

IRREVOCABLE UNDERTAKINGS

During 11 July 2018 to 17 July 2018, each of the Optionholders has given irrevocable undertaking (the “Irrevocable Undertakings”) in favour of the Offeror, pursuant to which each of Optionholders has irrevocably undertaken to the Offeror not to exercise the Options and to accept the Option Offer in respect of the Option by no later than the fifth Business Day after the despatch of the Composite Document.

The Irrevocable Undertakings are conditional upon:

• (i) the release of the Announcement before 11:00 p.m. on or before 31 July 2018 or such later date as may be agreed (the Announcement has been published on 10 July 2018); and

• (ii) the despatch of the Composite Document within the period in accordance with the requirements of the Takeovers Code or within such longer period as the Offeror may with the consent of the Executive determine,

and in the event of either of such conditions failing to be satisfied by the time and date mentioned above, the Irrevocable Undertakings shall lapse and be of no force and effect.

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OTHER INFORMATION

The Offeror confirms that, as at the date of this joint announcement:

• (a) save for 400,000,000 Shares representing approximately 10.34% of the issued share capital of the Company held by the Offeror as at the date of this joint announcement 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, none of the Offeror, its ultimate beneficial owner and/or the parties acting in concert with any of them owns or has control or direction over any voting rights or rights over the Shares, options, derivatives, warrants or other securities convertible into Shares;

• (b) save for the Irrevocable Undertakings, none of the Offeror, its ultimate beneficial owner and/or parties acting in concert with any of them has received any irrevocable commitment to accept the Offers;

• (c) 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 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 Company and which might be material to the Offers;

• (d) save for the Irrevocable Undertakings, none of the Offeror, its ultimate beneficial owner and/or parties acting in concert with any of them has entered into any arrangements or contracts in relation to any outstanding derivative in respect of the securities in the Company;

• (e) save for the acquisition of 400,000,000 Shares representing approximately 10.34% of the total issued share capital of the Company by the Offeror on 4 April 2018 at the price of HK$0.17 per Share 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, none of the Offeror, Mr. Li and parties acting in concert with any of them have dealt in the Shares, options, derivatives, warrants and/or other securities convertible into Shares during the six-months period prior to the date of this joint announcement.

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WARNING: Shareholders, Optionholders and/or 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, and/or 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.

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, 20 July 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 nonexecutive 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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