Great Eagle Holdings Limited — M&A Activity 2016

Nov 16, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares of Dan Form Holdings Company Limited.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 28)

DAN FORM HOLDINGS COMPANY LIMITED 丹楓控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 271)

Autobest Holdings Limited

(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

(I) COMPLETION OF THE SALE AND PURCHASE AGREEMENT;

(II) CONDITIONAL MANDATORY CASH OFFER BY YU MING INVESTMENT MANAGEMENT LIMITED ON BEHALF OF THE OFFEROR

TO ACQUIRE ALL THE ISSUED SHARES OF DAN FORM (OTHER THAN THOSE DAN FORM SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT);

AND

(III) DESPATCH OF COMPOSITE DOCUMENT

Financial adviser to the Offeror

Financial adviser to Dan Form

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References are made to (i) the announcement dated 22 September 2016 (the “ Joint Announcement ”) jointly issued by Autobest Holdings Limited (the “ Offeror ”), Tian An China Investments Company Limited (“ Tian An ”) and Dan Form Holdings Company Limited (“ Dan Form ”) in relation to, inter alia, the Acquisition and the Offer; and (ii) the circular of Tian An dated 28 October 2016 relating to, inter alia, the Acquisition and the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those used in the Joint Announcement.

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COMPLETION OF THE SALE AND PURCHASE AGREEMENT

Completion of the Acquisition took place after the trading hours on 16 November 2016. Pursuant to the Sale and Purchase Agreement, the Offeror has acquired 452,892,969 Dan Form Shares, representing approximately 36.45% of the entire issued shares of Dan Form as at the date of this joint announcement, from the Vendors at a total Consideration of HK$1,245,455,664.75, equivalent to HK$2.75 per Dan Form Share.

CONDITIONAL MANDATORY CASH OFFER

Prior to Completion, the Offeror and parties acting in concert with it held 11,740,000 Dan Form Shares, representing approximately 0.94% of the issued shares of Dan Form. Immediately after Completion, the Offeror and parties acting in concert with it hold a total of 464,632,969 Dan Form Shares, representing approximately 37.39% of the entire issued shares of Dan Form.

Accordingly, pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a conditional mandatory cash offer for all the Dan Form Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). The Offer is conditional upon the Offeror having received valid acceptances of the Offer Shares which, together with the Dan Form Shares already acquired or agreed to be acquired by the Offeror and the parties acting in concert with it before or during the Offer Period, will result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of Dan Form.

Yu Ming will make the Offer on behalf of the Offeror in compliance with the Takeovers Code.

DESPATCH OF COMPOSITE DOCUMENT

The Composite Document together with the accompanying Form of Acceptance is expected to be despatched to the Dan Form Shareholders on or around 18 November 2016.

Further announcement will be made upon the despatch of the Composite Document and the accompanying Form of Acceptance.

By order of the board of directors of By order of the board of directors of Tian An China Investments Company Limited Dan Form Holdings Company Limited Edwin Lo King Yau Dai Xiaoming Executive Director Chairman

By order of the board of directors of Autobest Holdings Limited Edwin Lo King Yau Director

Hong Kong, 16 November 2016

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As at the date of this joint announcement, the board of directors of the Offeror comprises Mr. Patrick Lee Seng Wei, Mr. Edwin Lo King Yau and Mr. Tao Tsan Sang, who jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Dan Form Group and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Dan Form Group and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the Tian An Board comprises Mr. Song Zengbin, Mr. Patrick Lee Seng Wei, Mr. Ma Sun, Mr. Edwin Lo King Yau and Mr. Tao Tsan Sang as executive directors; Mr. Lee Seng Hui, Dr. Moses Cheng Mo Chi and Mr. Lee Shu Yin as non-executive directors; and Mr. Francis J. Chang Chu Fai, Mr. Jin Hui Zhi, Mr. Ngai Wah Sang and Ms. Lisa Yang Lai Sum as independent non-executive directors. The directors of Tian An jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Dan Form Group and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Dan Form Group and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the Dan Form Board comprises Mr. Dai Xiaoming as executive director; Mr. Kenneth Hiu King Kon as non-executive director; Mr. Jesse Nai Chau Leung, Dr. Xiang Bing and Mr. Edward Shen as independent non-executive directors. The directors of Dan Form jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror, Tian An Group and parties acting in concert with any of them) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror, Tian An Group and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statements in this joint announcement misleading.

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