Gilston Group Limited — M&A Activity 2019

Aug 30, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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.

(incorporated in the British Virgin Islands with limited liability)

KEE HOLDINGS COMPANY LIMITED 開易控股有限公司

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

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING

TO 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)

Financial Adviser to the Joint Offerors

Independent Financial Adviser to the Independent Board Committee

==> picture [25 x 26] intentionally omitted <==

– 1 –

Reference is made to (i) the joint announcement dated 10 July 2019 (the ‘‘Joint Announcement’’) issued by China Sun Corporation, Central Eagle Limited, Golden Diamond Inc. (collectively, the ‘‘Joint Offerors’’) and KEE Holdings Company Limited (the ‘‘Company’’) in relation to, among other things, the completion of the sale and purchase of the Sale Shares; and (ii) the composite offer and response document dated 30 August 2019 jointly issued by the Joint Offerors and the Company (the ‘‘Composite Document’’). 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) 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 accompanying form of acceptance and transfer (the ‘‘Form of Acceptance’’), has been despatched to the Independent Shareholders on 30 August 2019.

EXPECTED TIMETABLE

The Offer will be open for acceptance on and from Friday, 30 August 2019 and will be close for acceptance at 4:00 p.m. on 20 September 2019 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 20 September 2019. The announcement of the results of the Offer will be made by 7:00 p.m. on 20 September 2019.

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 times and dates references contained in this joint announcement refer to Hong Kong time and dates.

Event Time & Date Despatch date of the Composite Document and the Form of Acceptance (Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 August 2019 Offer opens for acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 August 2019 Closing Date of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 September 2019 Latest time and date for acceptance of Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 20 September 2019 Announcement of the results of the Offer posted on the website of the Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . Not later than 7:00 p.m. on 20 September 2019

• Latest date for posting of remittances for the amounts under the Offer in respect of valid acceptances received under the Offer (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 October 2019

– 2 –

• Note 1: The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date, unless the Joint Offerors revise the Offer in accordance with the Takeovers Code. Acceptance of the Offer shall be irrevocable and shall not be 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.

• Note 2: 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 for acceptance of the Offer is 4:00 p.m. on 20 September 2019, unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. An announcement will be jointly issued by the Company and the Joint Offerors through the website of the Stock Exchange no later than 7:00 p.m. on 20 September 2019 as to whether the Offer has been revised, extended or expired. In the event that the Joint Offerors decide to revise or extend the Offer and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Shareholders who have not accepted the Offer.

• Note 3: 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 accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven Business Days following of the date of receipt by the Registrar of all the relevant documents of title required to render such acceptance by such Shareholders under the Offer complete and valid.

• Note 4: If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning signal in force on the Closing Date and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will remain on the same day, i.e. 4:00 p.m. on the Closing Date.

Save as mentioned above, if the latest time for the 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 Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

WARNING

INDEPENDENT SHAREHOLDERS AND/OR POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY. THE DIRECTORS MAKE NO RECOMMENDATION AS TO THE FAIRNESS OR REASONABLENESS OF THE OFFER OR AS TO THE ACCEPTANCE OF THE OFFER IN THIS JOINT ANNOUNCEMENT.

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 IN RESPECT OF THE OFFER, BEFORE DECIDING WHETHER OR NOT TO ACCEPT THE OFFER.

– 3 –

By Order of the sole director of 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

Hong Kong, 30 August 2019

As at the date of this joint announcement, the executive Directors are Mr. Wu David 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 Tin.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than any information relating to the Joint Offerors and parties acting in concert with each 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 opinions expressed by the directors of the Joint Offerors) 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 statement in this joint announcement misleading.

As at the date of this joint announcement, the sole director of China Sun is Mr. Qiu. The sole director of China Sun accepts full responsibility for the accuracy of 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, 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 and Mr. Wu. 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

– 4 –

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, Mr. Mak and Ms. Pan. 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.

– 5 –