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HKBN Ltd. M&A Activity 2024

Dec 23, 2024

49841_rns_2024-12-23_edb1c0ed-67f5-4502-857b-74ff69de67e0.pdf

M&A Activity

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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 securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction. This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

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中國移動

China Mobile

CHINA MOBILE HONG KONG COMPANY LIMITED

中國移動香港有限公司

(incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

DELAY IN DESPATCH OF OFFER DOCUMENT IN RELATION TO

PRE-CONDITIONAL VOLUNTARY GENERAL CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

ON BEHALF OF

CHINA MOBILE HONG KONG COMPANY LIMITED

TO ACQUIRE ALL OF THE ISSUED SHARES IN HKBN LTD. (OTHER THAN THOSE ALREADY OWNED BY CHINA MOBILE HONG KONG COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial Advisor to China Mobile Hong Kong Company Limited

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CICC 中金公司

China International Capital Corporation Hong Kong Securities Limited


Reference is made to the announcement issued by China Mobile Hong Kong Company Limited (the Offeror) on 2 December 2024 in relation to the pre-conditional voluntary general cash offer by China International Capital Corporation Hong Kong Securities Limited, for and on behalf of the Offeror, to acquire all of the issued shares in HKBN Ltd. (the Company) (the 3.5 Announcement). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the 3.5 Announcement.

As disclosed in the 3.5 Announcement, the Offeror is required to despatch the Offer Document containing, among others, further details of the Offers (accompanying therewith the acceptance and transfer form) and all relevant information to enable the Shareholders to reach a properly informed decision, including all the information required by Schedule 1 of the Takeovers Code, to the Shareholders as soon as practicable and in compliance with the requirements of the Takeovers Code and other applicable regulations.

Under Rule 8.2 of the Takeovers Code, the Offer Document is required to be despatched to the Shareholders no later than 21 days after the date of the 3.5 Announcement (being on or before 23 December 2024), unless consent is granted by the Executive to extend the deadline for the despatch of the Offer Document.

As additional time is required for the satisfaction of the Pre-Conditions, the Offer Document cannot be posted on or before 23 December 2024. An application has been made to the Executive for consent to extend the deadline for the despatch of the Offer Document to (i) within seven days of the satisfaction or, if capable of being waived, waiver of the Pre-Conditions; or (ii) 5 December 2025 (being a date which is seven days after the Pre-Conditions Long Stop Date), whichever is the earlier. The Executive has granted its consent to such application.

Further announcement will be made by the Offeror when the Offer Document is despatched.

WARNING:

Shareholders of, and/or potential investors in, the Company should note that, as the making of the Offers is subject to the satisfaction or, if capable of being waived, waiver of the Pre-Conditions on or before the Pre-Conditions Long Stop Date, the Offers may or may not be made. Further, completion of the Offers is subject to the Conditions being satisfied or, if capable of being waived, waived on or before the Conditions Long Stop Date and therefore the Offers may or may not become unconditional and may or may not be completed. Accordingly, the issue of this announcement does not imply that the Offers will be made or will be completed. Shareholders of, and/or potential investors in, the Company should therefore exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By Order of the Board

CHINA MOBILE HONG KONG COMPANY LIMITED

Mr. Ling Hao

Director

Hong Kong, 23 December 2024


As at the date of this announcement, the directors of the Offeror are Mr. Ling Hao, Mr. Shen Weizhong, Mr. Lei Liqun, Ms. Shi Xiaoping, Mr. Bian Yannan, Mr. Nie Yutian, and Mr. Li Xin.

The directors of the Offeror 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 statement in this announcement misleading.

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