HKBN Ltd. — M&A Activity 2024

Nov 19, 2024

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 is for information purposes only and is not intended to and does not constitute, or form part of, an invitation or offer to acquire, purchase or subscribe for any securities of the Company or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable laws.

==> picture [72 x 57] intentionally omitted <==

HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1310)

ANNOUNCEMENT PURSUANT TO

RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE

AND

RESUMPTION OF TRADING

This announcement is made by HKBN Ltd. (the ‘‘Company’’) pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the ‘‘Takeovers Code’’) issued by the Securities and Futures Commission of Hong Kong, Rule 13.09 of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of the Company has noted certain media reports recently about the potential purchase by China Mobile of the Company’s shares held by certain major shareholders of the Company. The Company noted that these media reports include additional market rumours and speculations, including a reference to the proposed price per share for the rumoured transaction.

– 1 –

POSSIBLE OFFER

The Board wishes to make a clarification in respect of these media reports and inform the shareholders (the ‘‘Shareholders’’) and potential investors of the Company that the Board has received non-binding proposals from China Mobile Hong Kong Company Limited (the ‘‘Potential Offeror’’) in relation to a possible cash offer to acquire all of the issued ordinary shares (the ‘‘Shares’’) of the Company (other than those already owned by the Potential Offeror and parties acting in concert with it) (the ‘‘Possible Offer’’). As at the date of this announcement, the Company and the Potential Offeror are still in discussions on the terms of these proposals (including the price).

RELEVANT SECURITIES IN ISSUE

As at the date of this announcement, the relevant securities of the Company comprise: (i) a total of 1,311,599,356 Shares in issue; and (ii) a total of 11,963,341 restricted share units which are not vested, with rights to subscribe for an aggregate of 11,963,341 new Shares under the amended and restated Co-Ownership Plan IV commenced on 11 May 2023; and (iii) vendor loan notes for a principal amount of HK$1,940,937,656 which may be convertible into 167,322,212 new Shares to be issued by the Company at the conversion price of HK$11.60 by the holders of the vendor loan notes. Save as the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

DISCLOSURE OF DEALINGS

For the purpose of the Takeovers Code, the offer period has commenced on the date of this announcement, being 20 November 2024.

The respective associates (as defined under the Takeovers Code and including persons owning or controlling 5% or more of a class of relevant securities (as defined in Note 4 to Rule 22 to the Takeovers Code)) of the Company are hereby reminded to disclose their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

‘‘Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than $1 million.

– 2 –

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.’’

MONTHLY UPDATES

In compliance with Rule 3.7 of the Takeovers Code, the Company will make monthly announcement(s) setting out the progress of the Possible Offer until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made.

Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and/or the Takeovers Code (as the case may be).

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9:00 a.m. on 19 November 2024 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 20 November 2024.

This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. Shareholders and potential investors of the Company should be aware that there is no assurance that the Potential Offeror will make the Possible Offer and if it does decide to proceed with it, the Possible Offer may or may not be subject to the satisfaction of a number of conditions. Shareholders and/or potential investors of the Company are advised not to place undue reliance on media reports and rumours (including rumours as to any offer price) and to exercise caution in dealing in the securities of the Company. Persons who are in doubt to the action or their position should consult their stockbrokers, bank managers, solicitors or other professional advisers.

By order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 20 November 2024

– 3 –

As at the date of this announcement, the Board comprises:

Executive Director Mr. Chu Kwong YEUNG

Non-executive Directors Ms. Shengping YU Mr. Liyang ZHANG

Independent Non-executive Directors Mr. Bradley Jay HORWITZ (Chairman) Ms. Ming Ming Anna CHEUNG Ms. Cordelia CHUNG Ms. Kit Yi Kitty CHUNG

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement, and confirm, having made all reasonable inquiries, 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.

Where the English and the Chinese texts conflict, the English text prevails.

– 4 –