GBA Holdings Limited — M&A Activity 2016

Oct 4, 2016

14.58(1) 13.52

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.

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(Incorporated in Bermuda with limited liability) (Stock Code: 00261)

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 00138)

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JOINT ANNOUNCEMENT

DISCLOSEABLE AND CONNECTED MAJOR TRANSACTION TRANSACTION

AND

CONTINUING CONNECTED TRANSACTIONS

References are made to (i) the joint announcements of CCT Land and CCT Fortis dated 3 August 2016, 31 August 2016, 8 September 2016, 14 September 2016 and 23 September 2016; (ii) the announcements of CCT Land dated 20 June 2016, 5 August 2016 and 30 September 2016 (the “ Relevant Announcements ”); (iii) the circular of CCT Land dated 27 September 2016 and (iv) the circular of CCT Fortis dated 27 September 2016, in relation to the Agreement, the Transaction, the Manufacturing Agreement, the Manufacturing Transactions and the Caps, and the Proposal and the lapse of the Proposal. Terms defined in the Relevant Announcements shall have the same meanings when used in this joint announcement, unless the context otherwise requires.

This joint announcement is made by CCT Land pursuant to Chapter 14 and Chapter 14A of the Listing Rules and by CCT Fortis pursuant to Chapter 14 of the Listing Rules.

THE SUPPLEMENTAL AGREEMENT AND THE THIRD SUPPLEMENTAL MANUFACTURING AGREEMENT

As no definitive subscription agreement in respect of the Proposal has been entered into between CCT Land and the Proposers by 30 September 2016, the Proposal has lapsed and ceased to have any effect. As such, the Transaction and the Manufacturing Transactions no longer constitute a special deal for CCT Land under the Takeovers Code and consent from the Executive in respect of the Transaction and the Manufacturing Transactions is no longer required.

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On 4 October 2016 (after trading hours of the Stock Exchange), CCT Global and CCT Fortis entered into a supplemental agreement (the “ Supplemental Agreement ”) and a third supplemental manufacturing agreement (the “ Third Supplemental Manufacturing Agreement ”), pursuant to which CCT Global and CCT Fortis agreed to amend and supplement the Agreement and to further amend and supplement the Manufacturing Agreement (as amended and supplemented by the First Supplemental Manufacturing Agreement and the Second Supplemental Manufacturing Agreement), respectively. Pursuant to the Supplemental Agreement and the Third Supplemental Manufacturing Agreement, it was agreed between CCT Global and CCT Fortis that the condition precedent to obtain consent from the Executive in respect of the Transaction and the Manufacturing Transactions and such consent not having been revoked shall be deleted in its entirety.

Save for the above, all other terms and conditions of the Agreement and the Manufacturing Agreement (as amended and supplemented by the First Supplemental Manufacturing Agreement and the Second Supplemental Manufacturing Agreement) will remain unchanged and will continue in full force and effect.

CAUTION

As completion of the Transaction and commencement of the term of the Manufacturing Agreement (as amended and supplemented by the First Supplemental Manufacturing Agreement, the Second Supplemental Manufacturing Agreement and the Third Supplemental Manufacturing Agreement) is subject to the fulfillment of a number of conditions precedent, the Transaction and the Manufacturing Transactions may or may not proceed. CCT Land Shareholders and CCT Fortis Shareholders and the respective potential investors of CCT Land and CCT Fortis should exercise caution when dealing in the respective securities of CCT Land and CCT Fortis.

By Order of the Board of CCT LAND HOLDINGS LIMITED Tam Ngai Hung, Terry Director

By Order of the Board of CCT FORTIS HOLDINGS LIMITED Mak Shiu Tong, Clement Chairman

Hong Kong, 4 October 2016

As at the date of this joint announcement, the executive CCT Land Directors are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry, Mr. Huanfei Guan and Ms. Lai Mei Kwan and the independent non-executive CCT Land Directors are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan and Mr. Tam King Ching, Kenny.

As at the date of this joint announcement, the executive CCT Fortis Directors are Mr. Mak Shiu Tong, Clement, Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora and Dr. William Donald Putt and the independent non-executive CCT Fortis Directors are Mr. Tam King Ching, Kenny, Mr. Chow Siu Ngor and Mr. Chen Li.

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