Gilston Group Limited — M&A Activity 2019

Sep 23, 2019

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of KEE Holdings Company Limited.

CHINA SUN CORPORATION

(incorporated in the British Virgin Islands

with limited liability)

CENTRAL EAGLE LIMITED

(incorporated in the British Virgin Islands with limited liability)

GOLDEN DIAMOND INC.

KEE HOLDINGS COMPANY LIMITED 開 易 控 股 有 限公 司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 2011)

(incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

(1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY LEGO SECURITIES LIMITED

FOR AND ON BEHALF OF CHINA SUN CORPORATION, CENTRAL EAGLE LIMITED AND GOLDEN DIAMOND INC.

TO ACQUIRE ALL THE ISSUED SHARES IN THE CAPITAL OF KEE HOLDINGS COMPANY LIMITED

(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY

CHINA SUN CORPORATION, CENTRAL EAGLE LIMITED AND GOLDEN DIAMOND INC. AND PARTIES ACTING IN CONCERT WITH EACH OF THEM); (2) RESULTS OF THE OFFER;

(3) PUBLIC FLOAT; AND

(4) SUSPENSION OF TRADING IN SHARES

Financial Adviser to the Joint Offerors

–1–

CLOSE OF THE OFFER

TheJointOfferorsandtheCompanyjointlyannouncethattheOfferwasclosedat4:00
p.m.onFriday,20September2019andwasnotrevisedorextendedbytheJointOfferors.

RESULTS OF THE OFFER

Asat4:00p.m.onFriday,20September2019,beingthelatesttimeanddateof
acceptanceoftheOffer,theJointOfferorshavereceived15validacceptancesinrespect
ofatotalof78,157,000OfferShares,representingapproximately16.82%oftheentire
issuedsharecapitaloftheCompanyasatthedateofthisjointannouncement.

PUBLIC FLOAT OF THE COMPANY

ImmediatelyuponthecloseoftheOfferandasatthedateofthisjointannouncement,
subjecttothecompletionofthetransfertotheJointOfferorsofthoseOfferShares
acquiredbythemundertheOffer,60,557,400Shares,representingapproximately13.03%
oftheentireissuedsharecapitaloftheCompanyasatthedateofthisjoint
announcement,areheldbythepublic(asdefinedundertheListingRules).Accordingly,
asatthedateofthisjointannouncement,theCompanydoesnotsatisfytheminimum
publicfloatrequirementof25%assetoutunderRule8.08(1)(a)oftheListingRules.

TheCompanyhasthereforemadeanapplicationtotheStockExchangeforatemporary
waiverfromstrictcompliancewithRule8.08(1)(a)oftheListingRulesfortheperiod
commencingfrom20September2019(beingtheclosingdateoftheOffer)uptoand
including20December2019andtheJointOfferorswilltakeappropriatesteps,including
butnotlimitedto,engagingaplacingagentordisposingontheopenmarketsuchnumber
ofSharestoindependentthirdpartiesnotconnectedwiththeCompanyoranyofitscore
connectedpersonsandpartiesnotactinginconcertwitheachoftheJointOfferorsto
restoretheminimumpublicfloatasearlyaspracticable.

SUSPENSION OF TRADING IN SHARES

PursuanttoNote1toRule8.08(1)(b)oftheListingRules,tradingintheShareswillbe
suspendedasthepercentageofthepublicfloathasfallenbelow15%followingtheclose
oftheOffer.AttherequestoftheCompany,tradingintheSharesontheStockExchange
willbesuspendedwitheffectfrom9:00a.m.on23September2019,beingthetrading
dayimmediatelyafterthecloseoftheOfferandfurtherannouncement(s)willbemadeby
theCompanyregardingrestorationofthepublicfloatandresumptionoftradinginthe
Sharesassoonaspossible.

–2–

Reference is made to the composite and response document jointly issued by KEE Holdings Company Limited (the ‘‘ Company ’’) and China Sun Corporation, Central Eagle Limited and Golden Diamond Inc. (collectively, the ‘‘ Joint Offerors ’’) dated 30 August 2019 (the ‘‘ Composite Document ’’) relating to the mandatory unconditional cash offer by Lego Securities Limited for and on behalf of the Joint Offerors to acquire all the issued shares in the Company (other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with each of them) (the ‘‘ Offer ’’). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER

TheJointOfferorsandtheCompanyjointlyannouncethattheOfferwasclosedat4:00p.m.
onFriday,20September2019,andwasnotrevisedorextendedbytheJointOfferors.

RESULTS OF THE OFFER

Asat4:00p.m.onFriday,20September2019,beingthelatesttimeanddateforacceptance
oftheOffer,theJointOfferorshavereceived15validacceptancesinrespectofatotalof
78,157,000OfferShares,representingapproximately16.82%oftheentireissuedshare
capitaloftheCompanyasatthedateofthisjointannouncement.

SETTLEMENT OF THE OFFER

Basedonthe15validacceptancesinrespectof78,157,000OfferSharesandtheOfferPrice
ofHK$1.677perOfferShare,thetotalconsiderationoftheOfferisHK$131,069,289.

Remittancesinrespectofthecashconsideration(afterdeductingtheseller’sHongKongad
valoremstampduty)payablefortheOfferSharestenderedundertheOfferwillbe
despatchedtotheIndependentShareholdersacceptingtheOfferbyordinarypostattheir
ownriskassoonaspossible,butinanyeventwithinseven(7)BusinessDaysfollowingthe
dateonwhichthedulycompletedandvalidFormsofAcceptanceandtherelevant
documentsoftitleinrespectofsuchacceptancesarereceivedtorendersuchacceptance
completeandvalidinaccordancewiththeTakeoversCode.

–3–

SHAREHOLDING STRUCTURE OF THE COMPANY

ThefollowingtablesetsouttheshareholdingstructureoftheCompany(i)immediatelyupon
theCompletionandbeforethecommencementoftheopeningforacceptanceoftheOffer;
and(ii)immediatelyuponthecloseoftheOffer(assumingthatthetransfertotheJoint
OfferorsoftheseOfferSharesacquiredbytheJointOfferorsundertheOfferhasbeen
completed)andasatthedateofthisjointannouncement:

The Joint Offerors and parties acting in concert with each of them (Note) — China Sun — Central Eagle — Golden Diamond Sub-total: Public Shareholders Total:	Immediately upon the Completion and before the commencement of the opening for acceptance of the Offer Number of Shares Approximate % 134,072,019 28.84 124,304,440 26.74 67,713,141 14.57 326,089,600 70.16 138,714,400 29.84 464,804,000 100.00	Immediately upon the close of the Offer (assuming that the transfer to the Joint Offerors of these Offer Shares acquired by the Joint Offerors under the Offer has been completed) and as at the date of this joint announcement Number of Shares Approximate % 166,206,331 35.76 154,097,663 33.15 83,942,606 18.06 404,246,600 86.97 60,557,400 13.03 464,804,000 100.00	Immediately upon the close of the Offer (assuming that the transfer to the Joint Offerors of these Offer Shares acquired by the Joint Offerors under the Offer has been completed) and as at the date of this joint announcement Number of Shares Approximate % 166,206,331 35.76 154,097,663 33.15 83,942,606 18.06 404,246,600 86.97 60,557,400 13.03 464,804,000 100.00
			86.97 13.03
			100.00

Note: Noble Wisdom is the lender to the Joint Offerors under the NW Facility Agreement and a warrantor under the SPA, as such is presumed as a party acting in concert with the Joint Offerors.

Saveasdisclosedabove,noneoftheJointOfferorsorpartiesactinginconcertwitheachof
them(i)held,controlledordirectedanySharesandrightsoverSharesimmediatelybefore
thecommencementoftheOfferPeriod;nor(ii)hasacquiredoragreedtoacquireanyShares
orrightsoverSharesduringtheOfferPeriod.Further,neithertheJointOfferorsnorany
partiesactinginconcertwitheachofthemhasborrowedorlentanyrelevantsecurities(as
definedinNote4toRule22oftheTakeoversCode)oftheCompanyduringtheOffer
Periodanduptoandincludingthedateofthisjointannouncement.

–4–

PUBLIC FLOAT OF THE COMPANY

ImmediatelyuponthecloseoftheOfferandasatthedateofthisjointannouncement,
subjecttothecompletionofthetransfertotheJointOfferorsofthoseOfferSharesacquired
bythemundertheOffer,60,557,400Shares,representingapproximately13.03%ofthe
entireissuedsharecapitaloftheCompanyasatthedateofthisannouncement,areheldby
thepublic(asdefinedundertheListingRules).Accordingly,asatthedateofthisjoint
announcement,theCompanydoesnotsatisfytheminimumpublicfloatrequirementasset
outunderRule8.08(1)(a)oftheListingRules.

TheCompanyhasthereforemakeanapplicationtotheStockExchangeforatemporary
waiverfromstrictcompliancewithRule8.08(1)(a)oftheListingRulesfortheperiod
commencingfrom20September2019(beingtheclosingdateoftheOffer)uptoand
including20December2019andtheJointOfferorswilltakeappropriatestepsincludingbut
notlimitedto,engagingaplacingagentordisposingontheopenmarketsuchnumberof
SharestoindependentthirdpartiesnotconnectedwiththeCompanyoranyofitscore
connectedpersonsandpartiesnotactinginconcertwiththeJointOfferorstorestorethe
minimumpublicfloatasearlyaspracticable.Furtherannouncement(s)willbemadebythe
Companyregardingtherestorationofthepublicfloatasandwhenappropriate.

SUSPENSION OF TRADING IN SHARES

PursuanttoNote1toRule8.08(1)(b)oftheListingRules,tradingintheShareswillbe
suspendedasthepercentageofthepublicfloathasfallenbelow15%followingthecloseof
theOffer.AttherequestoftheCompany,tradingintheSharesontheStockExchangewill
besuspendedwitheffectfrom9:00a.m.on23September2019,beingthetradingday
immediatelyafterthecloseoftheOfferandfurtherannouncement(s)willbemadebythe
CompanyregardingrestorationofthepublicfloatandresumptionoftradingintheSharesas
soonaspossible.

ByOrderofthesoledirectorof

China Sun Corporation Qiu Chuanzhi

Sole Director

By Order of the board of directors of Central Eagle Limited Zhuang Weidong Director

By Order of the board of directors of Golden Diamond Inc. Lin Ping Director

By Order of the Board of KEE Holdings Company Limited Wu David Hang Chairman

HongKong,20September2019

As at the date of this joint announcement, the executive Directors are Mr. Wu Daivd Hang and Mr. Yau Chi Chiu; and the independent non-executive Directors are Mr. Yau Pak Yue, Mr. Lu Nim Joel and Mr. Leung Ka Yin.

–5–

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Joint Offerors and parties acting in concert with each of them), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Joint Offerors) have been arrived at upon due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the sole director of China Sun is Mr. Qiu Chuanzhi. The sole director of China Sun accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, Central Eagle, Golden Diamond and parties acting in concert with any of them) and confirms that having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Company, Central Eagle and Golden Diamond) have been arrived at upon due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of Central Eagle are Mr. Zhuang Weidong and Mr. Wu Jingming. The directors of Central Eagle jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than information relating to the Group, China Sun, Golden Diamond and parties acting in concert with any of them) 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 directors of the Company, China Sun and Golden Diamond) have been arrived at upon due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of Golden Diamond are Ms. Lin Ping, Mr. Mak Yung Pan Andrew and Ms. Pan Lu. The directors of Golden Diamond jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than information relating to the Group, China Sun, Central Eagle and parties acting in concert with any of them) 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 directors of the Company, China Sun and Central Eagle) have been arrived at upon due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

–6–