Future Bright Mining Holdings Limited — M&A Activity 2018

Jul 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

(1) 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);

(2) TERMINATION OF EXISTING SHARE OPTION SCHEME;

(3) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER; AND

(4) RESUMPTION OF TRADING

Financial Advisor to the Offeror

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Independent Financial Adviser

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INTRODUCTION

The Offeror and the Company jointly announce that Southwest HK Capital will, for and on behalf of the Offeror, make a voluntary conditional cash offer to acquire all of the Shares in the entire issued share capital of the Company (other than those Shares owned or agreed to be acquired by the Offeror and parties acting in concert with it).

THE OFFERS

The Share Offer

Southwest HK Capital will make the Share Offer for and on behalf of the Offeror in compliance with the Takeovers Code on the following basis:

For each Offer Share .......................................................................... HK$0.170 in cash

The Shares to be acquired under the Share Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Closing Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the Closing Date. Any dividends or other distributions the record date of which is before the Closing Date will be paid by the Company to the Shareholders who are qualified for such dividends or distributions.

The Share Offer Price of HK$0.170 per Offer Share represents a discount of approximately 7.10% to the closing price of HK$0.183 per Share as quoted on the Stock Exchange on 29 June 2018, being the Last Trading Day.

As at the date of this joint announcement, there are 3,870,000,000 Shares in issue, and the Offeror is the owner of 400,000,000 Shares, representing approximately 10.34% of the issued share capital of the Company. Save for the 400,000,000 Shares, the Offeror and parties acting in concert with it are not interested in any other Shares. Save for the aforesaid and the 352,000,000 Options, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

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The Option Offer

Southwest HK Capital will make the Option Offer for and on behalf of the Offeror to the Optionholders in accordance with Rule 13 of the Takeovers Code to cancel all the outstanding Options in exchange of cash on the following basis:

For cancellation of each 1,000 Options ................................................. HK$0.01 in cash

The Offeror reserves the right to revise the terms of the Offers in accordance with the Takeovers Code.

Conditions of the Offers

The Offers are conditional upon the satisfaction or waiver of the following Conditions:

• (a) valid acceptances of the Offers being received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Shares which, together with Shares acquired or agreed to be acquired before or during the Offers, will result in the Offeror and parties acting in concert with it together holding not less than 51.0% of the voting rights of the Company;

• (b) the Shares remaining listed and traded on the Stock Exchange up to the Closing Date save for any temporary suspension(s) of trading in the Shares as a result of the Offers and no indication being received on or before the Closing Date from the SFC and/or the Stock Exchange to the effect that the listing of the Shares on the Stock Exchange is or is likely to be withdrawn; and

• (c) no events, up to the Closing Date, having occurred which would make the Offers or the acquisition of any of the Shares under the Offers void, unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offers.

Please refer to the section sub-headed “Conditions to the Offers” in this joint announcement for further information on the Conditions.

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INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all independent non-executive Directors other than Mr. Hu Minglong, has been formed to advise the Independent Shareholders and the Optionholders as to whether the terms of the Share Offer and the Option Offer are fair and reasonable and as to acceptance of the Offers.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board is pleased to announce that Red Sun Capital Limited has been appointed, with the approval of the Independent Board Committee, as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Offers.

COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the Composite Document containing, among other matters, the terms and conditions of the Offers and the form of acceptance to the Shareholders within 21 days of the date of this joint announcement.

It is the intention of the Offeror and the Board to combine the offer document and the offeree board circular into a composite document. Accordingly, the Composite Document (accompanied by the form of acceptance) in connection with the Offers setting out, inter alia, (i) details of the Offers (including the expected timetable); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; and (iii) a letter of advice from Red Sun Capital Limited to the Independent Board Committee in respect of the Offers, will be despatched jointly by the Offeror and the Company to the Shareholders and the Optionholders.

TERMINATION OF EXISTING SHARE OPTION SCHEME

At the request of the Offeror, the Existing Share Option Scheme will be terminated subject to the approval of the Independent Shareholders at the EGM. A circular containing details regarding termination of the Existing Share Option Scheme and an notice of EGM will be despatched to the Shareholders as soon as practicable.

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RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 3 July 2018 pending the release of this joint announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:00 a.m. on 11 July 2018.

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, Optionholders 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.

INTRODUCTION

The Offeror and the Company jointly announce that Southwest HK Capital will, for and on behalf of the Offeror, make a voluntary conditional cash offer to acquire all of the Shares in the entire issued share capital of the Company (other than those Shares agreed to be acquired by the Offeror and parties acting in concert with it).

As at the date of this joint announcement, there are 3,870,000,000 Shares in issue, and the Offeror is the owner of 400,000,000 Shares, representing approximately 10.34% of the issued share capital of the Company. Save for the 400,000,000 Shares, the Offeror and parties acting in concert with it are not interested in any other Shares. Save for the aforesaid and the 352,000,000 Options, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

The exercise price of the outstanding 352,000,000 Options is HK$0.250 per Share.

Save as disclosed, the Company has no other outstanding Shares, options, warrants, convertible securities, derivatives or other securities convertible or exchangeable into Shares or any other type of securities in the Company in issue.

THE OFFERS

The Share Offer

Southwest HK Capital will make the Share Offer for and on behalf of the Offeror in compliance with the Takeovers Code on the following basis:

For each Offer Share ............................................................................. HK$0.170 in cash

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The Shares to be acquired under the Share Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Closing Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the Closing Date. Any dividends or other distributions the record date of which is before the Closing Date will be paid by the Company to the Shareholders who are qualified for such dividends or distributions.

The Share Offer Price

The Share Offer Price of HK$0.170 per Offer Share represents:

• (i) a discount of approximately 7.10% to the closing price of HK$0.183 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 7.00% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day of approximately HK$0.1828 per Share; and

• (iii) approximately 4.3 times of the unaudited consolidated net asset value per Share as at 31 December 2017 of approximately HK$0.0395 (which was calculated by dividing the sum of the audited consolidated net asset value of the Group as at 31 December 2017 of approximately RMB129,638,000 by 3,870,000,000 Shares in issue as at the date of this joint announcement and the exchange rate of approximately RMB1 to HK$1.18).

Highest and Lowest Share Prices

During the six-month period immediately prior to and including the Last Trading Day, the highest closing price per Share as quoted on the Stock Exchange was HK$0.236 on 19 January 2018 and the lowest closing price per Share as quoted on the Stock Exchange was HK$0.172 on 29 March 2018.

The Option Offer

Southwest HK Capital will make the Option Offer for and on behalf of the Offeror to the Optionholders in accordance with Rule 13 of the Takeovers Code to cancel all the outstanding Options in exchange of cash on the following basis:

For cancellation of each 1,000 Options .................................................... HK$0.01 in cash

The Option Offer will be conditional upon the Share Offer becoming or being declared unconditional in all respects. Further information on the Option Offer will be set out in the formal documents containing details of the Option Offer which will be sent to the Optionholders in accordance with the Takeovers Code. The exercise price of the existing Options in issue is HK$0.25 per Share.

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Following acceptance of the Option Offer, the relevant Options together with all rights attaching thereto will be cancelled and renounced.

The Offeror will negotiate with the Optionholders to explore the possibility of undertakings given by the Optionholders in favour of the Offeror in respect of the Option Offer.

Value of the Offers

As at the date of this joint announcement, there are 3,870,000,000 Shares in issue and 352,000,000 outstanding Options. There are no other outstanding warrants, options, derivatives or securities convertible into Shares and the Company has not entered into any agreement for the issue of such warrants, options, derivatives or securities convertible into Shares as at the date of this joint announcement.

Assuming that there is no change in the issued share capital of the Company, on the basis of the Share Offer Price at HK$0.170 per Offer Share and the Option Offer Price at HK$0.01 for each 1,000 Options, the value of the Share Offer and the Option Offer will be approximately HK$589,900,000 and HK$3,520 respectively. The total value of the Offers is approximately HK$589,903,520.

Financial resources available to the Offeror

The Offeror intends to finance the consideration payable under the Offers by the Offeror’s internal financial resources and external financing.

The Offeror intends to finance the consideration payable by the Offeror under the Offers partially by the external financing granted by Southwest HK Brokerage to the Offeror. As security for the external financing granted by Southwest HK Brokerage to the Offeror, the Offeror is required to charge all Shares held by it as of the date of this joint announcement and the Shares to be acquired by it under the Share Offer in favour of Southwest HK Brokerage and Mr. Li has also provided personal guarantee in favour of Southwest HK Brokerage.

Southwest HK Capital, as the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the total consideration in respect of full acceptance of the Offers.

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Conditions of the Offers

The Offers are conditional upon the satisfaction or waiver of the following Conditions:

• (a) valid acceptances of the Offers being received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Shares which, together with Shares acquired or agreed to be acquired before or during the Offers, will result in the Offeror and parties acting in concert with it together holding not less than 51.0% of the voting rights of the Company;

• (b) the Shares remaining listed and traded on the Stock Exchange up to the Closing Date save for any temporary suspension(s) of trading in the Shares as a result of the Offers and no indication being received on or before the Closing Date from the SFC and/or the Stock Exchange to the effect that the listing of the Shares on the Stock Exchange is or is likely to be withdrawn; and

• (c) no events, up to the Closing Date, having occurred which would make the Offers or the acquisition of any of the Shares under the Offers void, unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offers.

The Offeror reserves the right to waive, in whole or in part, Condition (b). For the avoidance of doubt, Conditions (a) and (c) cannot be waived. As at the date of this joint announcement, none of the Conditions have been satisfied.

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke Condition (c) so as to cause the Offers to lapse unless the circumstances which give rise to the right to invoke such Condition are of material significance to the Offeror in the context of the Offers.

The Offeror reserves the right to revise the terms of the Offers in accordance with the Takeovers Code.

In accordance with Rule 15.3 of the Takeovers Code, the Offeror must publish an announcement when the Share Offer becomes unconditional as to acceptances and when the Offers become unconditional in all respects. The Offers must also remain open for acceptance for at least fourteen (14) days after the Offers become unconditional in all respects. Independent Shareholders should note that Offeror does not have any obligation to keep the Offers open for acceptance beyond this 14-day period.

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WARNING: Shareholders, Optionholders and/or potential investors of the Company should note that the Offers is 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.

Effect of Accepting the Offers

Acceptance of the Share Offer will constitute a warranty to the Offeror by each person accepting it that the Shares acquired under the Share Offer and sold by such persons are free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Closing Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the Closing Date.

Following acceptance of the Option Offer, the relevant Options together with all rights attaching thereto will be entirely cancelled and renounced.

Acceptance of the Offers would be irrevocable and would not be capable of being withdrawn, subject to the provisions of the Takeovers Code.

Taxation advice

Independent Shareholders and the Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offers. None of the Offeror and parties acting in concert with it, the Company, Southwest HK Capital, Southwest HK Brokerage and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offers accepts any responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offers.

Stamp Duty

Seller’s ad valorem stamp duty at a rate of 0.1% of the market value of the Shares or consideration payable by the Offeror in respect of the relevant acceptances of the Share Offer, whichever is higher, will be deducted from the amount payable to the relevant Shareholder on acceptance of the Share Offer. The Offeror will arrange for payment of the sellers’ ad valorem stamp duty on behalf of accepting Shareholders and pay the buyer’s ad valorem stamp duty in connection with the acceptance of the Share Offer and the transfer of the Shares.

No stamp duty is payable in connection with the Option Offer.

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Payment

Payment in cash in respect of acceptance of the Offers will be made as soon as possible but in any event within seven (7) business days (as defined under the Takeovers Code) after the later of (i) the date on which the Offers become, or are declared, unconditional in all respects and (ii) the date on which the duly completed acceptance of the Offers and the relevant documents of title in respect of such acceptance are received by the Offeror (or its agent).

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 this joint 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) 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 share mortgage executed by the Offeror to charge all Shares held by it as of the date of this joint 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) there is no agreement or arrangement to which the Offeror, its ultimate beneficial owner and/or parties acting in concert with any of them is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offers;

• (e) 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;

• (f) none of the Offeror, its ultimate beneficial owner and/or parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company; and

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• (g) 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 this joint 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.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below are the shareholding structure of the Company as at the date of this joint announcement:

Shareholders The Offeror, Mr. Li and parties acting in concert with any of them Victory Spring Venture Limited (Note 1) Yang Xiaoqiu (Note 2) Kai De Int’l Holding Limited (Note 3) Public Shareholders Total	As at the date of this joint announcement Number of Shares Approximate percentage of shareholding 400,000,000 10.34 1,082,400,000 27.97 28,800,000 0.74 212,340,000 5.49 2,146,460,000 55.46 3,870,000,000 100.00

Notes:

1. These Shares are registered in the name of Victory Spring Ventures Limited, the issued capital of which is owned as to 90% by Ms. Liu Jie (“ Ms. Liu ”), an executive Director and the chairperson of the Board. Under the SFO, Ms. Liu is deemed to be interested in all the Shares registered in the name of Victory Spring Ventures Limited.

2. Ms. Yang Xiaoqiu (“ Ms. Yang ”) is an executive Director.

3. These Shares are registered in the name of Kai De Int’l Holding Limited, the issued capital of which is owned as to 100% by Ms. Yang, an executive Director. Under the SFO, Ms. Yang is deemed to be interested in all the Shares registered in the name of Kai De Int’l Holding Limited.

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INFORMATION ON THE GROUP

Principal activities

The Company is an investment holding company. The Group is principally engaged in the production and sale of marble and marble related products. Through its subsidiaries, the Company is also engaged in mining and ore processing business.

Financial Information

Set out below is a summary of the financial information of the Group extracted from (i) the annual report of the Company for the year ended 31 December 2017; and (iii) the annual report of the Company for the year ended 31 December 2016.

	Year ended	Year ended
	31 December	31 December
	2016	2017
	(audited)	(audited)
	(RMB’000)	(RMB’000)
Revenue	12,909	42,540
Profit/(Loss) before taxation	(10,905)	(42,397)
Profit/(Loss) after taxation	(11,909)	(43,228)
	As at	As at
	31 December	31 December
	2016	2017
	(audited)	(audited)
	(RMB’000)	(RMB’000)
Total assets	100,355	143,644
Total liabilities	14,458	14,006
Net assets	85,897	129,638

INFORMATION OF THE OFFEROR

The Offeror is an investment holding company incorporated in Hong Kong with limited liability and is owned as to 100% by Zhong Ke Jiu Tai Resources Use Technology Holdings Company Limited (中科九台資源利用科技股份有限公司) which is in turn wholly-owned by Mr. Li.

Mr. Li, aged 63, was also appointed as an executive director of Asia Resources Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 899) on 16 August 2017. He has been a non-executive director of Shengjing Bank Co., Ltd. (盛京銀行股份有限公司), a company listed on the Main Board

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of The Stock Exchange of Hong Kong Limited (Stock Code: 2066), since July 2013 and the vice chairman of the board of directors of the said bank since June 2014. He has been the chairman of Liaoning Huibao International Investment Group Co., Ltd. since June 2013 and the chairman of Beijing Jiutai Group Co., Ltd. (北京九台集團有限公司) since May 1993. Liaoning Huibao International Investment Group Co., Ltd. is principally engaged in investing activities and Beijing Jiutai Group Co., Ltd. (北京九台集團有限公 司) is principally engaged in property development, property investment and management. Prior to that, he successively worked at the planning bureau of the China Association for Science and Technology (中國科學技術協會) as principal staff, deputy chief and chief of the accounting division from August 1983 to October 1992. Mr. Li also has experience in mining business in the PRC relating to non-ferrous metals mining.

Mr. Li graduated from Jiangxi University of Finance and Economics (formerly known as Jiangxi Institute of Finance and Economics (江西財經學院)) (Jiangxi, PRC) in July 1983, majoring in industrial accounting.

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

INTENTIONS OF THE OFFEROR IN RELATION TO THE GROUP

The Offeror intends that the Group will continue to operate its existing business. After the close of the Offers, the Offeror will conduct a detailed review of the financial position and business operations of the Group in order to formulate a long-term strategy for the Group and explore other business/investment opportunities for enhancing its future development and strengthening its revenue bases. As at the date of this joint announcement, the Offeror has not identified such investment or business opportunities.

The Offeror has no intention to terminate the employment of any employees of the Group or to make significant changes to any employment (except for the proposed change of the Board composition as detailed in the section sub-headed “Proposed change to the Board composition of the Company” below) or to dispose of or re-allocate the Group’s assets which are not in the ordinary and usual course of business of the Group other than those in its ordinary course of business of the Group.

Proposed Change to the Board Composition of the Company

The Offeror will discuss with the Company on the Board Composition after publication of this joint announcement and will confirm composition of the Board in due course, details of which will be set out in the Composite Document. The Offeror intends to nominate new Directors (including Mr. Li) to the Board with effect from the earliest time as permitted under the Takeovers Code, which is the date immediately after the Composite Document is posted. Any changes to the Board will be made in compliance with the Takeovers Code and the Listing Rules and further announcements will be made as and when appropriate.

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Maintaining the Listing Status of the Company

The Offeror has no intention to privatise the Group and intends to maintain the listing of the Shares on the Stock Exchange. The Offeror will undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25% of the entire issued share capital of the Company will continue to be held by the public at all times.

The Stock Exchange has stated that if, upon closing of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public or if the Stock Exchange believes that:

• (i) a false market exists or may exist in the Shares; or

• (ii) there are insufficient Shares in public hands to maintain an orderly market,

it will consider exercising its discretion to suspend dealing in the Shares.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Under Rule 2.1 of the Takeovers Code, a board which receives an offer or which is approached with a view to an offer being made, must, in the interests of shareholders, establish an independent committee of the board to make a recommendation: (i) as to whether the offer is, or is not, fair and reasonable; and (ii) as to acceptance.

The Independent Board Committee, comprising all independent non-executive Directors other than Mr. Hu Minglong, namely, Mr. Chow Hiu Tung, Mr. Lau Tai Chim and Mr. Lai Kwok Leung, has been formed to advise the Independent Shareholders and the Optionholders as to whether the terms of the Offers are fair and reasonable and as to acceptance of the Offers. Mr. Hu Minglong is not taking part in the Independent Board Committee in order to avoid any perceived conflict of interest due to his involvement in communications and discussions between the Offeror and the Company regarding the Offers by conveying information and messages from the Offeror to the Company and/or other professional parties, although he has no interests in the Offers and is not acting in concert with the Offeror.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board announces that Red Sun Capital Limited has been appointed, with the approval of the Independent Board Committee, as the independent financial adviser (the “Independent Financial Adviser”) to advise the Independent Board Committee and the Independent Shareholders in respect of the Offers.

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The advice of the Independent Financial Adviser and the recommendation of the Independent Board Committee in respect of the Offers, in particular, as to whether the Offers are, or are not, fair and reasonable and as to its acceptance, will be included in the Composite Document.

Composite Document

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the Composite Document containing, among other matters, the terms and conditions of the Offers and the form of acceptance to the Shareholders within 21 days of the date of this joint announcement.

It is the intention of the Offeror and the Board to combine the offer document and the offeree board circular into a composite document. Accordingly, the Composite Document (accompanied by the form of acceptance) in connection with the Offers setting out, inter alia, (i) details of the Offers (including the expected timetable); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee in respect of the Offers, will be despatched jointly by the Offeror and the Company to the Shareholders and the Optionholders.

TERMINATION OF EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company on 8 December 2014 which took effect on 9 January 2015. Under the terms of the Existing Share Option Scheme, unless otherwise cancelled or amended, the Existing Share Option Scheme would remain in force for a period of 10 years. Apart from the Existing Share Option Scheme, the Company has no other subsisting share option scheme as at the date of this joint announcement.

As at the date of this announcement, save for the 352,000,000 Options, there were no other Options outstanding under the Existing Share Option Scheme.

The Company has no intention of granting any further Share Options under the Existing Share Option Scheme.

Pursuant to the terms of the Existing Share Option Scheme, the Company may at any time by ordinary resolution in general meeting terminate the Existing Share Option Scheme.

At the request of the Offeror, the Existing Share Option Scheme should be terminated subject to the approval of the Independent Shareholders at the EGM. The Offeror, parties acting in concert with it and their respective associates will abstain from voting in relation to the approval of termination of the Existing Share Option Scheme at the EGM. A circular containing details regarding termination of the Existing Share Option Scheme and an notice of EGM will be despatched to the Shareholders as soon as practicable.

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For the avoidance of doubt, the 352,000,000 Options will continue to be subsisting notwithstanding the termination of the Existing Share Option Scheme and the termination of the Existing Share Option Scheme would not affect the outstanding Options which will be subject to the Option Offer.

The Company and the Offeror intend to despatch the circular containing details regarding termination of the Existing Share Option Scheme and an notice of EGM will be despatched to the Shareholders as soon as practicable after publication of this joint announcement. It is expected that the termination of the Existing Share Option Scheme will be effective prior to the first closing date of the Offers.

GENERAL

Disclosure of Dealings

In accordance with Rule 3.8 of the Takeovers Code, the associates (including any person holding 5% or more of a class of relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code)) of the Company and the Offeror are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

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RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 3 July 2018 pending the release of this joint announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:00 a.m. on 11 July 2018.

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.

DEFINITIONS

Unless the context requires otherwise, the following terms have the following meanings in this joint announcement:

• “acting in concert” has the meaning as ascribed thereto under the Takeovers Code “associates” has the meaning ascribed thereto in the Takeovers Code “Board” board of the Directors

• “Business Day” a day (other than a Saturday, Sunday or statutory holiday and days on which a typical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours

• “Closing Date” the date to be stated in the Composite Document as the first closing date of the Offers or any subsequent closing date as may be announced by the Offeror and approved by the Executive

• “Company” Future Bright Mining Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2212)

• “Composite Document” the composite document to be issued jointly by the Offeror and the Company in relation to the Offers in accordance with the Takeovers Code and the Listing Rules

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“Conditions”	the conditions to the Offers, as set out in the section headed
	“Conditions of the Offers” of this joint announcement
“connected persons”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held
	and convened for the Independent Shareholders considering
	and passing resolution to terminate the Existing Share Option
	Scheme
“Executive”	the Executive Director of the Corporate Finance Division of
	the SFC or any delegate of the Executive Director
“Existing Share Option	the share option scheme conditionally adopted by the Company
Scheme”	on 8 December 2014 which took effect on 9 January 2015
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Independent Board	the independent committee of the Board comprising all
Committee”	independent non-executive Directors other than Mr.
	Hu Minglong established for the purpose of making a
	recommendation to the Independent Shareholders and the
	Optionholders in relation to the Offers
“Independent	holder(s) of the Shares, other than the Offeror and parties
Shareholders”	acting in concert with it
“Last Trading Day”	29 June 2018, being the last trading day immediately prior to
	suspension of trading in the Shares pending the release of this
	joint announcement
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Li”	Mr. Li Yuguo, the sole ultimate beneficial owner of the Offeror
“Offer Share(s)”	any and all of the issued Share(s), other than those Shares
	already owned or agreed to be acquired by the Offeror or
	parties acting in concert with it

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“Offeror”	Zhong Ke Jiu Tai Technology Group Limited, a company
	incorporated in Hong Kong with limited liability
“Offers”	the Share Offer and the Option Offer
“Option Offer”	the offer to be made by the Offeror in compliance with Rule
	13 of the Takeovers Code to cancel all the outstanding Options
“Optionholders”	holders of the Options
“Options”	the 352,000,000 share options granted by the Company pursuant
	to the Existing Share Option Scheme
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share Offer”	the voluntary conditional cash offer by the Offeror to acquire
	all of the outstanding Shares (other than the Shares owned
	or agreed to be acquired by the Offeror or parties acting in
	concert with it)
“Share Offer Price”	the price at which the Share Offer will be made, being
	HK$0.170 per Offer Share
“Share(s)”	ordinary share(s) of HK$0.001 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Southwest HK	Southwest Securities (HK) Brokerage Limited, a licensed
Brokerage”	corporation to carry out type 1 and type 4 regulated activities
	under the SFO, being the agent making the Offers on behalf
	of the Offeror
“Southwest HK	Southwest Securities (HK) Capital Limited, a licensed
Capital”	corporation to carry out type 1 and type 6 regulated activities
	under the SFO, being the financial adviser to the Offeror in
	respect of the Offers

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“Takeovers Code” The Hong Kong Code on Takeovers and Mergers

“%”

per cent.

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 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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