Greenheart Group Limited — M&A Activity 2015

Jun 4, 2015

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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Newforest Limited

(a limited liability company incorporated in the Cayman Islands)

GREENHEART GROUP LIMITED 綠森集團有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 94)

JOINT ANNOUNCEMENT

(1) CLOSING OF THE MANDATORY UNCONDITIONAL CASH OFFERS BY VMS SECURITIES LIMITED ON BEHALF OF NEWFOREST LIMITED TO ACQUIRE ALL THE ISSUED SHARES AND THE OUTSTANDING CONVERTIBLE NOTES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY NEWFOREST LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL THE OUTSTANDING OPTIONS OF GREENHEART GROUP LIMITED AND

(2) CHANGE OF DIRECTORS, COMPOSITION OF BOARD COMMITTEES AND AUTHORISED REPRESENTATIVE OF GREENHEART GROUP LIMITED

Financial Adviser to Newforest Limited Financial Adviser to Greenheart Group Limited

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VMS Securities Limited

• For identification purposes only

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CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Thursday, 4 June 2015 and were not revised or extended by the Offeror.

As at 4:00 p.m. on Thursday, 4 June 2015, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror had received (i) valid acceptances in respect of the total of 124,802 Offer Shares under the Share Offer (representing approximately 0.02% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) valid acceptances in respect of 4,899,302 Options under the Option Offer (representing approximately 41.55% of the total outstanding 11,791,004 Options subject to the Option Offer, with the remaining 6,891,702 Options having been exercised). The Offeror had not received any valid acceptance in respect of the Convertible Notes under the Convertible Notes Offer.

Remittance in respect of (i) the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptance of the Share Offer) payable for the Offer Shares tendered under the Share Offer; and (ii) the cash consideration for cancellation of the Options tendered under the Option Offer, will be despatched to the Shareholders or holders of the Options accepting the Share Offer or the Option Offer, as applicable, by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days after the date of receipt by the Registrar (in respect of the Share Offer) or the company secretary of the Company (in respect of the Option Offer) of all relevant documents of title to render such acceptance complete and valid in accordance with the Takeovers Code.

PUBLIC FLOAT

Immediately after the close of the Offers, 303,385,811 Shares, representing approximately 37.81% of the entire issued share capital of the Company, are held by the public (within the meanings of the Listing Rules). Accordingly, the minimum public float requirement as set out under Rule 8.08 (1)(a) of the Listing Rules is satisfied.

CHANGE OF DIRECTORS, COMPOSITION OF BOARD COMMITTEES AND AUTHORISED REPRESENTATIVE OF GREENHEART GROUP LIMITED

With effect after the close of the Offers, Mr. Wang Tong Sai, Eddie, Mr. Hui Tung Wah, Samuel, Mr. Paul Jeremy Brough and Mr. Colin Denis Keogh resigned as Directors of the Company, and Mr. Cheng Chi-Him, Conrad, Mr. Tsang On-Yip, Patrick and Mr. Lim Hoe Pin were appointed as Directors of the Company. Mr. Wu Wai Leung, Danny, an executive Director and the Chief Executive Officer of the Company, was appointed as an authorised representative of the Company with effect from 4 June 2015.

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Reference is made to the composite offer and response document dated 14 May 2015 (the “ Composite Document ”) jointly issued by Newforest Limited (the “ Offeror ”) and Greenheart Group Limited (the “ Company ”) in respect of the mandatory unconditional cash offers by VMS Securities Limited, on behalf of the Offeror, to acquire all the issued Shares and the outstanding Convertible Notes (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it), and to cancel all the outstanding Options of the Company.

Terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Thursday, 4 June 2015 and were not revised or extended by the Offeror.

As at 4:00 p.m. on Thursday, 4 June 2015, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror had received (i) valid acceptances in respect of the total of 124,802 Offer Shares under the Share Offer (representing approximately 0.02% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) valid acceptances in respect of 4,899,302 Options under the Option Offer (representing approximately 41.55% of the total outstanding 11,791,004 Options subject to the Option Offer, with the remaining 6,891,702 Option having been exercised). The Offeror had not received any valid acceptances in respect of the Convertible Notes under the Convertible Notes Offer.

Remittance in respect of (i) the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptance of the Share Offer) payable for the Offer Shares tendered under the Share Offer; and (ii) the cash consideration for cancellation of the Options tendered under the Option Offer, will be despatched to the Shareholders or holders of the Options accepting the Share Offer or the Option Offer, as applicable, by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days after the date of receipt by the Registrar (in respect of the Share Offer) or the company secretary of the Company (in respect of the Option Offer) of all relevant documents of title to render such acceptance complete and valid in accordance with the Takeovers Code.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the commencement of the Offer Period on 17 June 2014, the Offeror and parties acting in concert with it did not own any Shares or any convertible securities, warrants or options in the Company.

Immediately after the completion of the Greenheart Resources Agreement and the Share Purchase Agreement on 7 May 2015 but prior to the making of the Offers, the Offeror and parties acting in concert with were interested in 496,189,028 Shares, representing approximately 62.40% of the entire issued share capital of the Company.

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Immediately after the close of the Offers, taking into account the valid acceptances in respect of 124,802 Offer Shares under the Share Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 496,313,830 Shares, representing approximately 61.85% of the entire issued share capital of the Company as at the date of this joint announcement.

Save for the transactions under the Share Purchase Agreement and the valid acceptances under the Share Offer as detailed in this joint announcement, none of the Offeror or parties acting in concert with it owned or controlled any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities or had dealt for value in any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities during the Offer Period. Further, none of the Offeror or parties acting in concert with it had borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company during the Offer Period. Save for the transactions under the Share Purchase Agreement and the valid acceptances under the Share Offer as detailed in this joint announcement, none of the Offeror or parties acting in concert with it acquired or agreed to acquire any Shares or other securities of the Company or rights over the Shares during the Offer Period.

Set out below is the shareholding structure of the Company (i) before the making of the Offers; and (ii) immediately after the close of the Offers (subject to the completion of the transfer of those Shares acquired under the Share Offer to the Offeror):

The Offeror Hui Tung Wah, Samuel Simon Murray Wong Kin Chi Wong Che Keung, Richard Tong Yee Yung, Joseph* Public Shareholders	(i) Before the making of the Offers Approximately Number of % of Shares share held in issue 496,189,028 62.37 709,889 0.09 1,246,000 0.16 150,000 0.02 394,944 0.05 – – 296,896,384 37.32 795,586,245 100.00	(ii) Immediately after the close of the Offers (subject to the completion of the transfer of those Shares acquired under the Share Offer to the Offeror) Approximately Number of % of Shares share held in issue 496,313,830 61.85 – – 2,035,889 0.25 150,000 0.02 – – 592,417 0.07 303,385,811 37.81 802,477,947 100.00	(ii) Immediately after the close of the Offers (subject to the completion of the transfer of those Shares acquired under the Share Offer to the Offeror) Approximately Number of % of Shares share held in issue 496,313,830 61.85 – – 2,035,889 0.25 150,000 0.02 – – 592,417 0.07 303,385,811 37.81 802,477,947 100.00
			100.00

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Notes

Due to rounding up of the percentages, the accumulated percentage is slightly different from 100%.

• denotes a director or ex-director of the Company. Excludes any Options held by the Directors under the Share Option Scheme.

PUBLIC FLOAT

Immediately after the close of the Offers, subject to the due registration by the Registrar of the transfer of the Offer Shares (in respect of which valid acceptances have been received), 303,385,811 Shares, representing approximately 37.81% of the entire issued share capital of the Company, are held by the public (within the meanings of the Listing Rules). Accordingly, the minimum public float requirement as set out under Rule 8.08 (1)(a) of the Listing Rules is satisfied.

CHANGE OF DIRECTORS, COMPOSITION OF BOARD COMMITTEES AND AUTHORISED REPRESENTATIVE OF GREENHEART GROUP LIMITED

The Board (the “ Board ”) of Directors (“ Directors ”) of the Company is pleased to announce the following changes with effect after the close of the Offers at 4:00 p.m. on 4 June 2015 (the “ Effective Date ”):

RESIGNATION OF DIRECTORS, NON-EXECUTIVE CHAIRMAN AND MEMBERS OF BOARD COMMITTEES

• 1) Mr. Wang Tong Sai, Eddie (“ Mr. Wang ”) resigned as a non-executive Director, the Non-executive Chairman of the Board and a member of Remuneration Committee of the Company;

• 2) Mr. Hui Tung Wah, Samuel (“ Mr. Hui ”) resigned as a non-executive Director and an authorized representative of the Company;

• 3) Mr. Paul Jeremy Brough (“ Mr. Brough ”) resigned as a non-executive Director; and

• 4) Mr. Colin Denis Keogh (“ Mr. Keogh ”) resigned as a non-executive Director and a member of both the Audit Committee and Nomination Committee of the Company.

All of the above resignations took effect on the Effective Date. Each of Mr. Wang, Mr. Hui, Mr. Brough and Mr. Keogh confirmed that he has no disagreement with the Board and there is no matter relating to his resignations that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to express its gratitude to Mr. Wang, Mr. Hui, Mr. Brough and Mr. Keogh for their contributions to the Company during their tenure of office.

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APPOINTMENT OF DIRECTORS

• 1) Mr. Cheng Chi-Him, Conrad (“ Mr. Cheng ”) was appointed as a non-executive Director;

• 2) Mr. Tsang On-Yip, Patrick (“ Mr. Tsang ”) was appointed as a non-executive Director; and

• 3) Mr. Lim Hoe Pin (“ Mr. Lim ”) was appointed as an executive Director.

All of the above appointments took effect on the Effective Date.

The biographical details of Mr. Cheng are as follows:

Mr. Cheng Chi-Him, Conrad, aged 36, has been an executive director of New World China Land Limited (stock code: 917) since January 8, 2010, and also serves as an executive director of International Entertainment Corporation (stock code: 1009). He served as an executive director of New Times Energy Corporation Limited (formerly, New Times Group Holdings Limited) (stock code: 166) from February 5, 2008 to October 19, 2009. He has been specializing in project management of property projects in China since 2005. Mr. Cheng graduated from University of Toronto in Canada with a Bachelor of Arts degree in Statistics.

As at the date of this joint announcement, no service contract has been entered into between Mr. Cheng and the Company in relation to his appointment. Pursuant to the Bye-laws of the Company, Mr. Cheng shall hold office until the next following annual general meeting of the Company and shall be eligible for re-election but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Also, Mr. Cheng shall be subject to retirement by rotation at least once every three years. The remuneration of Mr. Cheng has not been fixed and will be determined by the Board on the recommendation of Remuneration Committee of the Company with reference to his qualifications, experience and duties and responsibilities in the Company.

Save as disclosed above, as at the date of this joint announcement, (a) Mr. Cheng has not held any directorship in any public company listed in Hong Kong or overseas in the past three years; (b) he does not hold any other position with the Company or its subsidiaries and does not have any other relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (c) he does not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “ SFO ”); (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”); and (e) there are no other matters that need to be brought to the attention of the shareholders and the Company in connection with his appointment.

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The biographical details of Mr. Tsang are as follows:

Mr. Tsang On-Yip, Patrick, aged 43, is a director of Cheng Yu Tung Foundation Limited and Chow Tai Fook Enterprises Limited. He has been an executive director of Melbourne Enterprises Limited (stock code: 158) since April 30, 2015 and also a nonexecutive director of Integrated Waste Solutions Group Holdings Limited (formerly Fook Woo Group Holdings Limited) (stock code: 923) since November 1, 2012. Mr. Tsang has over 20 years of international capital markets experience. He obtained a Bachelor’s degree in Economics from Columbia College of Columbia University in New York, the United States of America.

As at the date of this joint announcement, no service contract has been entered into between Mr. Tsang and the Company in relation to his appointment. Pursuant to the Bye-laws of the Company, Mr. Tsang shall hold office until the next following annual general meeting of the Company and shall be eligible for re-election but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Also, Mr. Tsang shall be subject to retirement by rotation at least once every three years. The remuneration of Mr. Tsang has not been fixed and will be determined by the Board on the recommendation of Remuneration Committee of the Company with reference to his qualifications, experience and duties and responsibilities in the Company.

Save as disclosed above, as at the date of this joint announcement, (a) Mr. Tsang has not held any directorship in any public company listed in Hong Kong or overseas in the past three years; (b) he does not hold any other position with the Company or its subsidiaries and does not have any other relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (c) he does not have any interest in the securities of the Company within the meaning of Part XV of the SFO; (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the shareholders and the Company in connection with his appointment.

The biographical details of Mr. Lim are as follows:

Mr. Lim Hoe Pin, aged 46, graduated from Nanyang Technological University in Singapore with a bachelor degree in accountancy. He is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. He has over 23 years of experience in audit, investment, accounting and financial management. From 1993- 2000, Mr. Lim started as a staff accountant at Ernst and Young in Hong Kong, and was promoted to the position as audit manager. From 2000-2002, he was investment manager of Transpac Capital Limited, a private equity firm based in Hong Kong with offices in China, Singapore, Malaysia, Taiwan and U.S.A. In 2002, he joined Sino-Forest Corporation

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as financial controller, and was promoted to vice president – finance & group financial controller in 2004. He left Sino-Forest Corporation in June 2008. From 2009- 2011, he was a director of Max Resources Holdings Limited, responsible for restructuring and merger and acquisitions of resources projects. From 2011-2014, he was the senior consultant of First Gateway Capital Limited (formerly known as “First U.S. Capital Limited”) which engages in early stage investment, and advisory services to small and medium enterprises in Asia, with a focus in transportation, resources, manufacturing, technology and telecommunication companies. He was responsible for financial due diligence, restructuring and merger and acquisitions.

As at the date of this joint announcement, no service contract has been entered into between Mr. Lim and the Company in relation to his appointment. Pursuant to the Byelaws of the Company, Mr. Lim shall hold office until the next following annual general meeting of the Company and shall be eligible for re-election but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Also, Mr. Lim shall be subject to retirement by rotation at least once every three years.

The remuneration of Mr. Lim has not been fixed and will be determined by the Board on the recommendation of Remuneration Committee of the Company with reference to his qualifications, experience and duties and responsibilities in the Company.

Save as disclosed above, as at the date of this joint announcement, (a) Mr. Lim has not held any directorship in any public company listed in Hong Kong or overseas in the past three years; (b) he does not hold any other position with the Company or its subsidiaries and does not have any other relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (c) he does not have any interest in the securities of the Company within the meaning of Part XV of the SFO; (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the shareholders and the Company in connection with his appointment.

CHANGE OF AUTHORISED REPRESENTATIVE

Mr. Wu Wai Leung, Danny, an executive Director and the Chief Executive Officer of the Company, was appointed as an authorised representative of the Company with effect from 4 June 2015.

By Order of the Board	By Order of the Board
NEWFOREST LIMITED	Greenheart Group Limited
Wu Wai Leung, Danny	Wu Wai Leung, Danny
Executive Director	Chief Executive Officer and
	Executive Director

Hong Kong, 4 June 2015

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As at the date hereof, the Board comprises two executive Directors, namely Messrs. Wu Wai Leung, Danny and Lim Hoe Pin, three non-executive Directors, namely Messrs. Cheng Chi-Him, Conrad, Tsang On-Yip, Patrick and Simon Murray, and three independent non-executive Directors, namely Messrs. Wong Che Keung, Richard, Tong Yee Yung, Joseph and Wong Kin Chi.

The Directors (including those who have resigned with effect after the close of the Offers at 4:00 p.m. on 4 June 2015) jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to Newforest and parties acting in concert with it and the terms of the Offers) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by Newforest 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 statement in this joint announcement misleading.

As at the date of this joint announcement,

• (i) the directors of Chow Tai Fook Enterprises Limited are Dato’ Dr. Cheng Yu-Tung, Mr. Cheng Yu-Wai, Mr. Wong Kwok-Ting, Mr. Ho Pak-Tao, Dr. Cheng Kar-Shun, Henry, Mr. Cheng Kar-Shing, Peter, Mrs. Sun Cheng Lai-Ha, Cecilia, Mrs. Doo Cheng Sau-Ha, Amy, Mr. Cheng Sek-Hung, Timothy, Mr. Cheng Kam-Biu, Wilson, Mr. Cheng Chi-Kong, Adrian, Mr. Cheng Chi-Heng, Conroy, Mr. Tsang On-Yip, Patrick, and Mr. Wong Siu-Kee, Kent;

• (ii) the directors of Sharpfield Holdings Limited are Mr. Cheng Chi-Him, Conrad, Mr. Tsang On-Yip, Patrick, and Mr. Lie Ken Jie Remy Anthony Ket Heng, and

• (iii) the directors of Newforest are Mr. Cheng Chi-Him, Conrad, Mr. Tsang On-Yip, Patrick, Mr. Lie Ken Jie Remy Anthony Ket Heng, and Mr. Wu Wai-Leung, Danny.

The directors of Chow Tai Fook Enterprises Limited, Sharpfield Holdings Limited and Newforest jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than any information relating to the Group) 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 Group) 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 statement in this joint announcement misleading.

In the event of inconsistency, the English text of this joint announcement shall prevail over the Chinese text thereof.

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