GBA Holdings Limited — M&A Activity 2017

Sep 14, 2017

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

SECOND SUPPLEMENTAL AGREEMENT AND

FURTHER DELAY IN DESPATCH OF CIRCULAR

FOR

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF 51% EQUITY INTEREST IN SINO PARTNER GLOBAL LIMITED

References are made to the announcements of the Company dated 6 March 2017, 13 April 2017, 12 May 2017, 31 May 2017, 16 June 2017 and 28 June 2017 (the “ Relevant Announcements ”), in relation to the Agreement (as amended and supplemented by the supplemental agreement on 16 June 2017 (the “ First Supplemental Agreement ”)) and the Acquisition. Terms defined in the Relevant Announcements shall have the same meanings in this announcement, unless the context otherwise requires.

THE SECOND SUPPLEMENTAL AGREEMENT

On 14 September 2017 (after the trading hours of the Stock Exchange), the Company and the Vendor entered into a second supplemental agreement (the “ Second Supplemental Agreement ”), pursuant to which the parties agreed to amend the Long Stop Date of the Agreement with respect to the Acquisition to 18 January 2018, or such other date as the Vendor and the Company may agree in writing.

Save for the above, all other terms and conditions of the Agreement shall remain unchanged and continue in full force and effect.

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REASONS FOR THE SECOND SUPPLEMENTAL AGREEMENT

As the Long Stop Date under the Agreement as amended by the First Supplemental Agreement, being 30 September 2017, is approaching and the circular has not yet been published by the Company, both parties have agreed to extend the Long Stop Date to 18 January 2018 in order to proceed with the intended Acquisition as the Company deems appropriate.

In view of the above, the Directors consider that the terms of the Second Supplemental Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

FURTHER DELAY IN DESPATCH OF CIRCULAR

As stated in the Relevant Announcements, a circular of the Company containing, among others, (i) further details of the Agreement (as amended and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement) and the Acquisition; (ii) a valuation report on 51% of the issued share capital of the Target Company to be issued by Consulting Group; and (iii) a notice convening the SGM, will be despatched to the Shareholders on or before 15 September 2017. As additional time is required to, among others, prepare and finalise the information for inclusion in the circular of the Company, the despatch date of the circular of the Company will be further postponed to a date falling on or before 29 December 2017.

CAUTION

Shareholders and potential investors of the Company should note that the Acquisition is subject to the fulfillment of certain conditions precedent, and accordingly, the transactions contemplated under the Agreement may or may not proceed. The Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

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

Hong Kong, 14 September 2017

As at the date of this announcement, the executive Directors are Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tam Ngai Hung, Terry, Mr. Guan Huanfei and Ms. Lai Mei Kwan; the non-executive Director is Mr. Tsui Wing Tak; and the independent non-executive Directors are Mr. Chow Siu Ngor, Mr. Lau Ho Kit, Ivan, Mr. Tam King Ching, Kenny and Dr. Chow Ho Wan, Owen.

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