Gilston Group Limited — M&A Activity 2020

Sep 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)

EXTENSION OF THE LONG STOP DATE IN RESPECT 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 announcement of the Company dated 5 June 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 “ Announcement ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

As disclosed in the Announcement, the MOU shall expire upon the expiry of three months from the date of the MOU (or such later date as the Vendor and the Company may agree in writing) (the “ Long Stop Date ”) or upon the execution of the Sale and Purchase Agreement, whichever is earlier.

The Board wishes to inform the Shareholders and the investors of the Company that as additional time is required for the due diligence review of the Target Company and further negotiation of the terms of the Possible Acquisition between the Company and the Vendor, the Vendor and the Company entered into an extension letter on 4 September 2020 pursuant to which the Company and the Vendor agree to extend the Long Stop Date to 4 December 2020 (or such later date as the Vendor and the Company may agree).

Save as aforesaid, all other terms of the MOU remain unchanged and continue in full force and effect in all respects.

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The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into by the Vendor and the Company as at the date of this announcement. As such, the Possible Acquisition may or may not proceed.

If the Possible Acquisition materialises, it will constitute a notifiable and connected transaction on the part of the Company under the Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate.

Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

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

Hong Kong, 4 September 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.

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