Future Data Group Limited — M&A Activity 2022

Oct 5, 2022

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Future Data Group Limited.

VARIANT WEALTH GORGEOUS REAL INVESTMENT INVESTMENT HOLDING DEVELOPMENT LIMITED LIMITED FUTURE DATA GROUP LIMITED 偉富投資發展有限公司 華置投資控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8229) (Incorporated in the Republic of (Incorporated in the British Virgin Islands Seychelles with limited liability) with limited liability)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY LEGO SECURITIES LIMITED FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES OF FUTURE DATA GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND/OR THE JOINT OFFEROR’ CONCERT PARTIES)

Financial Adviser to the Joint Offerors

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Independent Financial Adviser to the Independent Board Committee

ALTUS CAPITAL LIMITED

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References are made to (i) the joint announcement published by Gorgeous Real Investment Holding Limited and Variant Wealth Investment Development Limited (collectively, the “ Joint Offerors ”) and Future Data Group Limited (the “ Company ”) dated 13 September 2022; (ii) the announcement published by the Company dated 20 September 2022 in relation to the appointment of Independent Financial Adviser; (iii) the supplemental joint announcement published by the Company and the Joint Offerors dated 26 September 2022 in relation to the sale and purchase of the Sale Shares; (iv) the joint announcement published by the Joint Offerors and the Company dated 28 September 2022 in relation to, among other things, the Sale and Purchase Agreement, Completion and the Offer; and (v) the composite offer and response document dated 5 October 2022 (the “ Composite Document ”), jointly issued by the Joint Offerors and the Company in relation to, among other things, the Offer. Unless otherwise stated, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

DESPATCH OF COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected timetable in respect of the Offer; (ii) a letter from Lego Securities; (iii) a letter from the Board; (iv) a letter from the Independent Board Committee; and (v) a letter from the Independent Financial Adviser, together with the related Form of Acceptance, have been despatched to the Independent Shareholders on 5 October 2022 in accordance with the Takeovers Code.

Copies of the Composite Document and the accompanying Form of Acceptance are also available on the websites of the Stock Exchange and of the Company.

EXPECTED TIMETABLE

The Offer will be open for acceptance on and from Wednesday, 5 October 2022 and will be closed for acceptance at 4:00 p.m. on Wednesday, 26 October 2022 unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. The latest time and date for acceptance of the Offer is 4:00 p.m. on Wednesday, 26 October 2022. The announcement of the results of the Offer will be made by 7:00 p.m. on Wednesday, 26 October 2022.

The expected timetable set out below is indicative only and may be subject to changes. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate. Unless otherwise specified, all references to time and date contained in this joint announcement refer to Hong Kong local time and dates.

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Time and Date

Event

2022

Despatch date of the Composite Document and

the Form of Acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 October

Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 October Latest time and date for acceptance of

the Offer (Notes 2, 3 and 5) . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Wednesday, 26 October

Closing Date (Notes 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 26 October

Announcement of the results of the Offer (or its extension or revision, if any) on the website of the Stock Exchange (Notes 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m.

on Wednesday, 26 October

Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer (Notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 November

Notes:

1. The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date, unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the paragraph headed “6. Right of Withdrawal” in Appendix I to the Composite Document.

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 the paragraph headed “1. Procedures for Acceptance of The Offer” in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

3. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Wednesday, 26 October 2022 unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. An announcement in respect of the result of the Offer will be issued jointly by the Joint Offerors and the Company on the website of the Stock Exchange by 7:00 p.m. on the Closing Date stating whether the Offer has been extended, revised or expired. In the event that the Joint Offerors decide to revise or extend the Offer, all Independent Shareholders, whether or not they have already accepted the Offer, will be entitled to accept the revised Offer under the revised terms. The revised Offer must be kept open for at least 14 days following the date on which the revised offer document(s) are posted and shall not close earlier than the Closing Date.

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1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code.

2. The latest time and date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer 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 signal”, or “extreme condition” caused by super typhoon, 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 Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances. In such cases, the latest time for acceptance of the Offer will be rescheduled to 4:00 p.m. on the following Business Day and the posting of remittances will be rescheduled to the following Business Day which does not have either of those warnings or condition in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve.

Save as mentioned above, if the latest time for acceptance of the Offer does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Joint Offerors and the Company will notify the Independent Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

WARNING:

THE OFFER IS UNCONDITIONAL IN ALL RESPECTS. INDEPENDENT SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

INDEPENDENT SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE CAREFULLY, INCLUDING THE RECOMMENDATIONS FROM THE INDEPENDENT BOARD COMMITTEE AND THE ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER, BEFORE DECIDING WHETHER OR NOT TO ACCEPT THE OFFER.

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THE JOINT OFFERORS AND THE COMPANY REMIND THEIR RESPECTIVE ASSOCIATES OF THE DEALING RESTRICTIONS UNDER THE TAKEOVERS CODE AND TO DISCLOSE THEIR PERMITTED DEALINGS, IF ANY, IN ANY SECURITIES OF THE COMPANY.

By order of the board of By order of the board of By order of the Board VARIANT WEALTH GORGEOUS REAL FUTURE DATA GROUP INVESTMENT INVESTMENT HOLDING LIMITED DEVELOPMENT LIMITED LIMITED Suh Seung Hyun 偉富投資發展有限公司 華置投資控股有限公司 Chairman Tao Guolin Tao Hongxia Sole Director Sole Director

Hong Kong, 5 October 2022

As at the date of this joint announcement, the executive Directors are Mr. Suh Seung Hyun, Mr. Phung, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. GL Tao; and the independent non-executive Directors are Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Joint Offerors and the Joint Offerors’ Concert Parties (excluding Mr. GL Tao)), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Joint Offerors (excluding Mr. GL Tao)) 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 such statement contained in this joint announcement misleading.

As at the date of this joint announcement, Mr. GL Tao is the sole director of Variant Wealth Investment Development Limited (one of the Joint Offerors) and Ms. Tao is the sole director of Gorgeous Real Investment Holding Limited (one of the Joint Offerors).

The sole director of each of the Joint Offerors (being Mr. GL Tao and Ms. Tao) jointly and severally accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group and the Vendor (excluding Mr. GL Tao)), and confirms, having made all reasonable enquires, that to the best of his/her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors (excluding Mr. GL Tao)) 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 such statement contained in this joint announcement misleading.

This joint announcement will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its publication. This joint announcement will also be published on the Company’s website at www.futuredatagroup.com.

The English text of this joint announcement shall prevail over its Chinese text.

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