Gilston Group Limited — M&A Activity 2021

Dec 13, 2021

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)

MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by China Apex Group Limited (the “ Company ”) pursuant to Rule 3.7 of the Code on Takeovers and Mergers (the “ Takeovers Code ”).

Reference is made to the announcements (the “ Announcements ”) of the Company dated 11 October 2021, 12 October 2021 and 11 November 2021 respectively pursuant to Rules 3.7 and 3.8 of the Takeovers Code. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

The Company wishes to provide an update to the Shareholders and potential investors that the Receivers have not identified any potential purchaser in relation to any of the Relevant Shares, and no binding agreement has been entered into in respect of the disposal of any of the Relevant Shares as at the date of this announcement.

Further, enquiries have been made by the Company to the Creditor as to, among others, whether (i) the discussion with the third party in respect of the Loan and the Relevant Shares as disclosed in the Announcements is still ongoing; and (ii) any binding agreement has been entered into in respect of the same, and the Company has not received any reply from the Creditor as at the date of this announcement.

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made until announcement of 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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WARNING: THERE IS NO ASSURANCE THAT THE APPOINTMENT OF THE RECEIVERS WILL RESULT IN A CHANGE OF CONTROL AND LEAD TO A MANDATORY GENERAL OFFER UNDER RULE 26.1 OF THE TAKEOVERS CODE. SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY, AND IF THEY ARE IN DOUBT ABOUT THEIR POSITION, THEY SHOULD CONSULT THEIR PROFESSIONAL ADVISERS.

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

Hong Kong, 13 December 2021

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

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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 statements in this announcement misleading.

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