Future Bright Mining Holdings Limited — M&A Activity 2018

May 3, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

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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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION OF 51% EQUITY INTEREST OF THE TARGET COMPANY

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

The Board is pleased to announce that on 3 May 2018 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) and the Vendor entered into the MOU pursuant to which the Vendor proposed to sell and the Purchaser proposed to acquire 51% of the equity interest in the Target Company. The MOU is not legally binding with regard to the Proposed Acquisition.

As at the date of this announcement, no definitive agreement in relation to the Proposed Acquisition has been entered into by the Group. As the Proposed Acquisition contemplated under the MOU may or may not materialize, shareholders and potential investors of the Company are reminded to exercise caution when dealing in the shares of the Company.

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

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MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE PROPOSED ACQUISITION

The Board is pleased to announce that on 3 May 2018 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) and the Vendor entered into the MOU pursuant to which the Vendor proposed to sell and the Purchaser proposed to acquire 51% of the equity interest in the Target Company. The MOU is not legally binding with regard to the Proposed Acquisition.

Major terms of the MOU

Date

3 May 2018 (after trading hours)

Parties

• (i). Guangdong Future Bright Materials Limited* (廣東高鵬建材有限公司) as the purchaser; and

• (ii). Zhao Tiesheng* (趙鐵生) as the vendor.

To the best knowledge, information and belief of the Directors after making all reasonable enquiries, the Vendor is an Independent Third Party.

The Proposed Acquisition

Pursuant to the MOU, the Vendor proposed to sell and the Purchaser proposed to acquire 51% of the equity interest in the Target Company. The MOU is not legally binding with regard to the Proposed Acquisition. The terms of the Proposed Acquisition, including consideration for the Proposed Acquisition, is subject to further negotiation and the signing of a formal sale and purchase agreement between the parties within the Exclusivity Period (as defined below).

Exclusivity

The Vendor shall, within 180 days after the date of the MOU (or such longer period as extended by writing between the parties) (the “ Exclusivity Period ”), negotiate exclusively with the Purchaser in respect of the Proposed Acquisition. The Vendor shall not, whether directly or indirectly, engage in any form of discussion or negotiation or enter into any memorandum of understanding, letter of intent or agreement (whether legally binding or not) with any other potential purchasers in respect of the Proposed Acquisition or disposal of any equity interest of the Target Company during the Exclusivity Period.

The Purchaser and the Vendor shall use their best endeavours to negotiate the terms of the Proposed Acquisition and enter into legally-binding equity transfer agreement during the Exclusivity Period. In the event that a formal equity transfer agreement is not entered into between the Purchaser and the Vendor within the Exclusivity Period, the MOU shall lapse automatically.

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Due diligence review

Pursuant to the MOU, the Purchaser (including its advisers or agents) shall be entitled to carry out due diligence review on the Target Company and its business (the “ Due Diligence Review ”). The Vendor shall provide to the Purchaser, among other things, the detailed information, financial data and the relevant agreements and contracts of the projects of the Target Company. The Vendor shall provide assistance to the Purchaser in connection with the Due Diligence Review, including but not limited to providing the information and documents as required by the Purchaser, its agents or advisers and providing reply to the enquiries raised by the Purchaser, its agents or advisers.

INFORMATION OF THE TARGET COMPANY

The Target Company is a limited liability company established in the PRC on 22 October 2008 with registered capital of RMB5 million. The equity interest of the Target Company is owned as to 60% by the Vendor and 40% by another shareholder of the Target Company, which is an Independent Third Party.

According to the information provided by the Vendor, the Target Company is located in the Liangjietai Village of Dukoubao Township, Huaian County, Hebei province, the PRC, and which owns 525,000 m[3] of marble resource and 0.060 km[2] of marble mines, and is engaged in drilling, processing and sales of diabase for construction; iron ore processing; purchase and sales of iron fine powder; building sand and stone materials; and sales of cements and bentonite.

REASONS FOR ENTERING INTO THE MOU

The Company is an investment holding company whose subsidiaries are principally engaged in mining exploration and sale of marble and marble-related products; and trading of mineral commodities.

If the Proposed Acquisition proceeds to completion, the Company expects: (i) to enhance the variety of marble and marble-related products provided by the Group by obtaining raw materials from the marble resource and marble mines owned by the Target Company; and (ii) to leverage on the network and expertise of the management team under the Group and the Target Company with the view to facilitating the business of trading of marble-related products by the Group as a whole.

GENERAL

The MOU is not legally binding on the parties in respect of the Proposed Acquisition and only sets out the initial understanding of the parties in relation to the Possible Acquisition. The Possible Acquisition is subject to further negotiations between the parties and the MOU may or may not lead to the entering into of a formal equity transfer agreement between the parties and the Proposed Acquisition contemplated thereunder may or may not be consummated.

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Further announcement(s) will be made by the Company in respect of the Proposed Acquisition as and when required by the Listing Rules.

As at the date of this announcement, no definitive agreement in relation to the Proposed Acquisition has been entered into by the Group. As the Proposed Acquisition contemplated under the MOU may or may not materialize, shareholders and potential investors of the Company are reminded to exercise caution when dealing in the shares of the Company.

DEFINITIONS

In this announcement, the following definitions shall have the meanings set out below unless the context requires otherwise:

“Board” the board of Directors “Company” Future Bright Mining Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 2212)

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong Dollars, the lawful currency of Hong Kong

“Independent Third Party” any person(s) or company(ies) and their respective ultimate beneficial owner(s) which are third parties independent of the Company and its connected persons “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

“MOU” a non-legally binding memorandum of understanding entered into between the Purchaser and the Vendor on 3 May 2018 in relation to the Proposed Acquisition

• “Proposed Acquisition” the proposed acquisition of 51% equity interest in the Target Company by the Purchaser from the Vendor, subject to the signing of a formal equity transfer agreement

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“PRC” the People’s Republic of China which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Purchaser” Guangdong Future Bright Materials Limited* (廣東高 鵬建材有限公司), a company established in the PRC with limited liability and it is an indirect wholly-owned subsidiary of the Company

“RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Huaian County Huaxin Mining Company Limited* (懷 安縣華鑫礦業有限公司), a limited liability company established in the PRC

“Vendor”

Zhao Tiesheng* (趙鐵生)

By order of the board of

Future Bright Mining Holdings Limited Liu Jie Chairperson

Hong Kong, 3 May 2018

As at the date of this announcement, the executive Directors are Ms. Liu Jie, Mr. Chen Gang, Mr. Hu Guoan, Mr. Rao Dacheng, Mr. Wan Tat Wai David, Ms. Yang Xiaoqiu, Mr. Zheng Fengwei, 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.

• For identification purposes only

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