Gilston Group Limited — M&A Activity 2020

Dec 4, 2020

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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China Apex Group Limited 中 國 恒 泰 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

EXPIRY OF THE MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION

This announcement is made by China Apex Group Limited (the “ Company ”) pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

Reference is made to the announcements of the Company dated 5 June 2020 and 4 September 2020 in respect of the possible acquisition by the Company from RPC Holdings Limited of the entire issued share capital of Rockpool Capital Limited (the “ Announcements ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

Pursuant to the MOU, the MOU shall expire upon the expiry of the Long Stop Date, i.e. 4 December 2020 or upon the execution of the Sale and Purchase Agreement, whichever is earlier. The Board announces that as the Company and the Vendor had not reached consensus on the terms of the Sale and Purchase Agreement by 4 December 2020 or an agreement to extend the Long Stop Date, the negotiations and discussions on the Possible Acquisition have been terminated and the Possible Acquisition contemplated under the MOU will not proceed.

By Order of the Board China Apex Group Limited Zhuang Weidong Chairman

Hong Kong, 4 December 2020

As at the date of this announcement, the executive directors of the Company are Mr. Zhuang Weidong, Mr. Qiu Chuanzhi, Mr. Wu David Hang and Mr. Mak Yung Pan Andrew; the nonexecutive director of the Company is Ms. Lin Ping; and the independent non-executive directors of the Company are Mr. Leung Ka Tin, Mr. Cheng Hong Kei and Mr. Liew Fui Kiang.