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Gilston Group Limited M&A Activity 2015

Aug 10, 2015

50339_rns_2015-08-10_153853c7-d88e-4e85-b96f-da87259c62de.pdf

M&A Activity

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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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities of the Company.

KEE Holdings Company Limited 開易控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

MONTHLY UPDATE ON THE POSSIBLE TRANSACTION PURSUANT TO

RULE 3.7 OF THE TAKEOVERS CODE

AND

CONTINUED SUSPENSION OF TRADING

This announcement is made by the Company pursuant to Rules 3.7 of the Takeovers Code and Rule 13.09 of the Listing Rules on the Stock Exchange and the Inside Information Provision (as defined under the Listing Rules) under Part XIVA of the SFO.

Reference is made to the announcements of the Company dated 10 July 2015 and 29 July 2015 (the “ Previous Announcements ”) pursuant to Rules 3.7 and 3.8 of the Takeovers Code. Unless otherwise defined, terms used in this announcement shall have the same meanings as those used in the Previous Announcements.

The Company wishes to update its shareholders and potential investors that (i) as informed by Nicco, Nicco and the Possible Purchaser entered into a supplemental memorandum of understanding (the “ Supplemental MOU ”) on 8 August 2015 to amend and supplement certain terms of the MOU; and (ii) no legally binding agreement for the Possible Transaction has been entered into between Nicco and the Possible Purchaser as at the date of this announcement.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Transaction will be made until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

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Shareholders and potential investors of the Company shall be aware that the MOU is nonlegally binding in respect of the terms and conditions of the Possible Transaction. There is no assurance that any transaction mentioned in this announcement will materialize or eventually be consummated and the discussions may or may not lead to a general offer. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the Shares and/or other securities of the Company.

CONTINUED SUSPENSION OF TRADING

As at the date of this announcement, the Company is in the process of preparing the detailed announcement in relation to the MOU (as amended and supplemented by the Supplemental MOU) pursuant to the Takeovers Code and the Listing Rules (the “ Full Announcement ”). The Full Announcement will be published as soon as possible.

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 1:00 p.m. on 29 June 2015 and will remain suspended pending publication of the Full Announcement.

By Order of the Board KEE Holdings Company Limited Xu Xipeng Chairman

Hong Kong, 10 August 2015

As at the date of this announcement, the executive Directors are Mr. Xu Xipeng, Mr. Xu Xinan and Mr. Chow Hoi Kwang, Albert; the non-executive Director is Mr. Yang Shaolin; and the independent nonexecutive Directors are Mr. Lin Bin, Mr. Kong Hing Ki and Mr. Tam Yuk Sang, Sammy.

All the Directors jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading

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