Gilston Group Limited — M&A Activity 2022

Dec 16, 2022

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)

(1) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND (2) CLOSE OF OFFER PERIOD

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, 11 November 2021, 13 December 2021, 13 January 2022, 20 January 2022, 15 February 2022, 24 February 2022, 24 March 2022, 22 April 2022, 20 May 2022, 20 June 2022, 20 July 2022, 19 August 2022, 19 September 2022, 19 October 2022 and 18 November 2022, 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.

Reference is also made to the “Practice Note 24 (PN24) – Receivers, liquidators and when to commence offer period(s)” issued by the SFC on 18 November 2022 (the “ PN24 ”).

UPDATE FROM THE RECEIVERS AND THE COMPANY

As confirmed in a letter from the Receivers dated 6 December 2022, the Receivers (i) are not actively looking for a potential purchaser for the controlling stake (i.e. 30% of the issued share capital of the Company) (the “ Controlling Stake ”); and (ii) they are not already in discussion with a potential purchaser over the Controlling Stake. As at the date of this announcement, the Receivers have not received any imminent offer for the Controlling Stake.

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CLOSE OF OFFER PERIOD

Based on the above and with reference to PN24, the offer period in respect of the possible mandatory general offer under Rule 26.1 of the Takeovers Code is closed on the date of this announcement, being 16 December 2022.

WARNING: 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 Yip Siu Lun Dave Chairman and executive Director

Hong Kong, 16 December 2022

As at the date of this announcement, the executive Directors are Mr. Yip Siu Lun Dave, Mr. Mak Yung Pan Andrew, Mr. Wu Cody Zhuo-xuan and Ms. Cheung Ka Yuen; the non-executive Director is Ms. Lin Ping; and the independent non-executive Directors are Mr. Leung Ka Tin, Mr. Cheng Hong Kei, Mr. Liew Fui Kiang and Mr. Ko Kwok Shu.

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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