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Gilston Group Limited Proxy Solicitation & Information Statement 2016

Jan 27, 2016

50339_rns_2016-01-27_f0931414-69f4-4459-9636-a6aa67d75e5f.pdf

Proxy Solicitation & Information Statement

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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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of KEE Holdings Company Limited.

KEE Holdings Company Limited 開易控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

DESPATCH OF RESPONSE DOCUMENT RELATING TO THE MANDATORY UNCONDITIONAL CASH OFFERS

BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

ON BEHALF OF GLORY EMPEROR TRADING LIMITED

FOR ALL THE ISSUED SHARES IN

(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GLORY EMPEROR TRADING LIMITED

AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF KEE HOLDINGS COMPANY LIMITED

Financial Adviser to the Company

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Independent Financial Adviser to the Code IBC and the Independent Shareholders

The Response Document was despatched to the Independent Shareholders and the Optionholders on 27 January 2016 in accordance with the Takeovers Code.

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The Independent Shareholders and the Optionholders are advised to read the Response Document carefully, including the recommendation from the Code IBC to the Independent Shareholders and the Optionholders and the advice from the Independent Financial Adviser to the Code IBC, the Independent Shareholders and the Optionholders in respect of the Offers, in conjunction with the Offer Document, before taking any action in respect of the Offers.

References are made to (i) the announcements dated 9 November 2015, 30 November 2015 and 13 January 2016 jointly issued by the Offeror and the Company; (ii) the offer document (the “ Offer Document ”) dated 20 January 2016 issued by the Offeror; and (iii) the response document dated 27 January 2016 issued by the Company (the “ Response Document ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Response Document.

DESPATCH OF THE RESPONSE DOCUMENT

The Response Document containing, among other things, information relating to the Group, the Offers, the recommendation from the Code IBC to the Independent Shareholders and the Optionholders in respect of the Offers and the advice from the Independent Financial Adviser to the Code IBC, the Independent Shareholders and the Optionholders in respect of the Offers was despatched to the Independent Shareholders and the Optionholders on 27 January 2016 in accordance with the Takeovers Code. The Offers commenced for acceptance on Wednesday, 20 January 2016 and the latest time and date for acceptance is at 4:00 p.m. on Wednesday, 17 February 2016 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code.

The Independent Shareholders and the Optionholders are advised to read the Response Document carefully, including the recommendation from the Code IBC to the Independent Shareholders and the Optionholders and the advice from the Independent Financial Adviser to the Code IBC, the Independent Shareholders and the Optionholders in respect of the Offers, in conjunction with the Offer Document, before taking any action in respect of the Offers.

By Order of the Board KEE Holdings Company Limited Xu Xipeng Chairman

Hong Kong, 27 January 2016

As at the date of this announcement, the executive Directors are Mr. Xu Xipeng, Mr. Xu Xinan and Mr. Chow Hoi Kwang, Albert; the non-executive Director is Mr. Yang Shaolin; and the independent non-executive Directors are Mr. Lin Bin, Mr. Kong Hing Ki and Mr. Tam Yuk Sang, Sammy.

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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