HKBN Ltd. — M&A Activity 2025

Jun 16, 2025

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.

HKBN Ltd.

香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1310)

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to (i) the announcement of China Mobile Hong Kong Company Limited ("China Mobile") dated 2 December 2024 (the "China Mobile R3.5 Announcement") in relation to a pre-conditional voluntary general cash offer by China International Capital Corporation Hong Kong Securities Limited, for and on behalf of China Mobile, to acquire all of the issued shares in HKBN Ltd. (the "Company") (other than those already owned by China Mobile and parties acting in concert with it) and other relevant securities of the Company (the "China Mobile Offers"); and (ii) the announcements of China Mobile dated 23 December 2024, 23 January 2025, 21 February 2025, 21 March 2025, 10 April 2025, 9 May 2025, 28 May 2025 and 9 June 2025 in relation to the China Mobile Offers.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the China Mobile R3.5 Announcement.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE

The board of directors (the "Directors") of the Company (the "Board") would like to announce that an independent board committee of the Company (the "IBC"), comprising Ms. Ming Ming Anna CHEUNG and Ms. Kit Yi Kitty CHUNG, each an independent non-executive Director, has been established in accordance with Rule 2.1 of the Takeovers Code to make a recommendation to the independent shareholders of the Company and the holders of other relevant securities of the Company as to whether the China Mobile Offers are, or are not, fair and reasonable and as to acceptance of the China Mobile Offers (in each case, if and when made).

Pursuant to Rule 2.8 of the Takeovers Code, the IBC is required to comprise all the non-executive Directors who have no direct or indirect interest in the China Mobile Offers other than as holders of the Shares, Vendor Loan Notes and Unvested RSUs.

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Ms. Cordelia CHUNG (“Ms. Chung”) (an independent non-executive Director) and Ms. Shengping YU (“Ms. Yu”) (a non-executive Director) are regarded as having a direct or indirect interest in the China Mobile Offers for the purposes of Rule 2.8 of the Takeovers Code in light of the fact that (i) Ms. Chung, in her capacity as the Chairman of the Board and representing the Company, was involved in certain discussions with China Mobile in respect of the China Mobile Offers; and (ii) as the Company understands, Ms. Yu, as a representative of Twin Holding Ltd (being a substantial Shareholder), was involved in certain discussions with China Mobile in relation to the China Mobile Offers, either prior to or after the publication of the China Mobile R3.5 Announcement. Accordingly, Ms. Chung and Ms. Yu will not be members of the IBC.

Save as set out above, all of the other non-executive Directors are members of the IBC.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board further announces that Somerley Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed by the Company as the independent financial adviser (the “IFA”) with the approval of the IBC pursuant to Rule 2.1 of the Takeovers Code to advise the IBC in connection with the China Mobile Offers (in each case, if and when made) and as to their acceptance.

The letter of advice from the IFA and the recommendation of the IBC in respect of the China Mobile Offers will be disclosed in due course in accordance with the Takeovers Code.

Shareholders of, and/or potential investors in, the Company should note that, as the making of the China Mobile Offers are 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 China Mobile Offers may or may not be made. Further, completion of the China Mobile 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 China Mobile Offers may or may not become unconditional and may or may not be completed.

Shareholders of, and/or potential investors in, the Company are advised to exercise caution when dealing in the securities of the Company. 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

HKBN Ltd.

Cordelia CHUNG

Chairman

Hong Kong, 16 June 2025

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

Executive Director
Mr. Chu Kwong YEUNG

Non-executive Director
Ms. Shengping YU

Independent Non-executive Directors
Ms. Cordelia CHUNG (Chairman)
Ms. Ming Ming Anna CHEUNG
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.

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