Great Eagle Holdings Limited — M&A Activity 2016

Oct 13, 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

DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Financial adviser to the Offeror

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Financial adviser to Dan Form

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Reference is made to 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. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those used in the Joint Announcement.

DELAY IN DESPATCH OF COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched to the Dan Form Shareholders within 21 days from the date of the Joint Announcement, which is on or before 13 October 2016, unless consent is sought from the Executive to extend the deadline for the despatch of the Composite Document.

The Offer is conditional upon Completion and 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.

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Completion is conditional upon, inter alia, the approval of the Acquisition and the Offer by Tian An Shareholders at the EGM. It is expected that the Circular relating to the Acquisition and the Offer will be despatched to the Tian An Shareholders on 26 October 2016 and the EGM will be held on 14 November 2016. Completion of the Acquisition is expected to take place on or around 15 November 2016. The Long Stop Date of the Sale and Purchase Agreement is 16 January 2017.

Pursuant to the Sale and Purchase Agreement, at Completion, the Vendors shall cause such persons nominated by the Offeror to be validly appointed as Dan Form Directors controlling a majority of the Dan Form Board with effect from the date immediately after the date on which the Composite Document is despatched or such other date permitted under the Takeovers Code. It is the intention of the Offeror that Yu Ming will make the Offer on behalf of the Offeror in compliance with the Takeovers Code before Completion.

As Completion is expected to take place on or around 15 November 2016, an application has been made to the Executive for an extension of time for the despatch of the Composite Document, and the Executive has indicated that it is minded to grant consent for an extension to within 7 days of Completion.

Completion of the Acquisition is conditional upon fulfillment and/or waiver (as the case may be) of the Conditions. The Offer is a possibility only. The Offer will only become unconditional if 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.

Shareholders and potential investors of Dan Form and Tian An are advised to exercise caution in dealing in the respective securities of Dan Form and Tian An and if they are in any doubt about their position, they should consult their professional advisers.

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, 13 October 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 each 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 each 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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