Honworld Group Limited — M&A Activity 2019

Dec 16, 2019

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.

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Honworld Group Limited 老 恒 和 釀 造 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2226)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Honworld Group Limited (the ‘‘Company’’) pursuant to Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (‘‘Takeovers Code’’).

Reference is made to the announcements (the ‘‘Announcements’’) of the Company dated 4 April 2019, 3 May 2019, 4 June 2019, 4 July 2019, 2 August 2019, 3 September 2019, 30 September 2019, 30 October 2019 and 2 December 2019 in relation to, among other things, the Possible Cooperation. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

The Company wishes to update its Shareholders and potential investors that, as confirmed by Mr. Chen, on 6 December 2019, the Earnest Money has been deposited by the New Potential Investor into the designated escrow account. Accordingly, as at the date of this announcement, the Exclusivity Right lasting for a period of 90 days (or such extended period as agreed by Mr. Chen, Key Shine and the New Potential Investor) in writing (the ‘‘Exclusivity Period’’) under the MOU has been effected.

As contemplated under the MOU, the New Potential Investor may also subscribe for derivatives such as convertible bonds or warrants from the Company or acquire Shares from other substantial Shareholders of the Company (the ‘‘Potential Vendors’’). As at the date of this announcement, the New Potential Investor has not started the negotiation with the Company regarding subscription of derivatives from the Company and the New Potential Investor’s possible investment in the Company through subscription of derivatives shall also be subject to negotiation and agreement with the Company. So far as Mr. Chen is aware, as at the date of this announcement, the New Potential Investor has started the negotiation with the Potential Vendors regarding acquisition of Shares. It is also noted that Natural Seasoning International (HK) Limited has taken a legal action against, amongst others, the Controlling Shareholders, the Company and the New Potential Investor. For details, please refer to the Company’s another announcement of even date.

• For identification purposes only

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The Company also wishes to update its Shareholders and potential investors that, as informed by Mr. Chen, as of 6 December 2019, Mr. Chen and Key Shine have suspended the negotiations with the two potential investors as referred to in the Announcements (the ‘‘Previous Potential Investors’’) regarding the Possible Cooperation due to the commencement of the Exclusivity Period, and no definitive or legally binding agreement has been entered into by Mr. Chen, Key Shine and the Previous Potential Investors in respect of the Possible Cooperation as of 6 December 2019. However, if the transactions contemplated under the MOU cannot successfully proceed, Mr. Chen and Key Shine may further negotiate with other potential investors, including the Previous Potential Investors, in relation to the Possible Cooperation.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Cooperation will be made by the Company until an announcement is made 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) in relation to the Possible Cooperation will be made by the Company as and when appropriate in accordance with the requirements of the Listing Rules and/or the Takeovers Code (as the case may be).

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

By Order of the Board Honworld Group Limited Chen Weizhong Chairman

Hong Kong, 16 December 2019

As at the date of this announcement, the executive Directors of the Company are Chen Weizhong, Sheng Mingjian and Wang Chao; and the non-executive Director of the Company is He Yuanchuan; and the independent non-executive Directors of the Company are Shen Zhenchang, Ng Wing Fai and Sun Jiong.

The Directors 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 statements in this announcement misleading.

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