HSC Resources Group Limited — M&A Activity 2021

Oct 8, 2021

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of WINDMILL Group Limited.

WINDMILL GROUP GREAT SEASON LIANTENG GROUP LIMITED VENTURES LIMITED LIMITED REN GUISHENG ( 海鑫集團有限公司 ) (Incorporated in BVI (Incorporated in BVI (Incorporated in the Cayman Islands with limited liability) with limited liability) with limited liability) (Stock code: 1850)

JOINT ANNOUNCEMENT

REVISED TIMETABLE

RELATING TO THE MANDATORY UNCONDITIONAL CASH OFFER BY GET NICE SECURITIES LIMITED FOR AND ON BEHALF OF THE JOINT OFFERERS TO ACQUIRE ALL THE ISSUED SHARES OF WINDMILL GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM)

Financial Advisers to the Joint Offerors

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

FIRST CAPITAL INTERNATIONAL FINANCE LIMITED

Reference is made to the composite offer document and response document dated 17 September 2021 (the “ Composite Document ”) jointly issued by Great Season Ventures Limited, Lianteng Group Limited, Mr. Ren Guisheng (collectively, the “ Joint Offerors ”), and WINDMILL Group Limited (the “ Company ”) in relation to, among other things, the mandatory unconditional cash offer by Get Nice Securities Limited for and on behalf of the Joint Offerors to acquire all the issued shares of the Company (other than those already owned by the Joint Offerors and parties acting in concert with any of them). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

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REVISED EXPECTED TIMETABLE

The Joint Offerors and the Company are aware that a black rainstorm warning was hoisted in Hong Kong between 12:00 noon and 4:00 p.m. on 8 October 2021, being the date scheduled to be the latest date for acceptance of the Offer. In view of this and in accordance with Note 5(ii) in the section “Expected Timetable” in the Composite Document, the latest time and date for acceptance of the Offer has been re-scheduled to 4:00 p.m. on Monday, 11 October 2021.

The revised timetable set out below is indicative only and may be subject to change. Any change to the timetable will be jointly announced by the Joint Offerors and the Company as and when appropriate. Unless otherwise specified, all times and dates contained in this joint announcement refer to Hong Kong local time and dates.

Event Time & Date 2021

Closing Date (Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 October Announcement of the results of the Offer (or its extension or revision, if any) on the website of the Stock Exchange (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Monday, 11 October

Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer (Notes 3 and 4) . . . . . . . . . . Thursday, 21 October

Notes:

1. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The Offer will be closed for acceptances on the Closing Date. The latest time and date for acceptance of the Offer will be at 4:00 p.m. on Monday, 11 October 2021 unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. The Joint Offerors and the Company will jointly issue an announcement through the websites of the Stock Exchange by no later than 7:00 p.m. on Monday, 11 October 2021, stating whether the Offer has been extended, revised or has closed for acceptance. In the event that the Joint Offerors decide to extend or revise the Offer and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

2. Beneficial owners of the Offer Shares who hold their Offer Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

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1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable in respect of acceptance of the Offer will be despatched to the accepting Shareholder(s) by ordinary post at their own risk as soon as possible, but in any event within seven Business Days following the date of receipt by the Registrar of the duly completed Form of Acceptance and all requisite documents to render the acceptance under the Offer complete and valid in accordance with the Takeovers Code.

2. If there is a tropical cyclone warning signal number 8 or above, or a “black rainstorm warning”, or “extreme conditions” caused by super typhoons: (i) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer will remain at 4:00 p.m. on the same Business Day and the posting of remittances will remain on the same Business Day; or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

Save as mentioned above, if the latest time for the acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Joint Offerors and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

IMPORTANT

Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee and the letter from the Independent Financial Adviser, before deciding whether to accept the Offer or not.

By order of the board of	By order of the board of	Ren Guisheng	By order of the board of
Great Season Ventures Limited	Lianteng Group Limited		WINDMILL Group Limited
Jiang Jianhui	Yu Lixiong		Li Shing Kuen Alexander
Sole Director	Sole Director		Chairman and
			Chief Executive Officer

Hong Kong, 8 October 2021

As at the date of this joint announcement, the Board comprises (i) Mr. Li Shing Kuen Alexander and Mr. Ma Ting Wai Barry as executive Directors; (ii) Mr. Chan Ming Fai as non-executive Director; and (iii) Mr. Pun Kin Wa, Mr. Tsang Man Biu and Mr. Lee Kwok Tung Louis as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Joint Offerors and the Joint Offerors’ Concert Parties), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinion(s) expressed by any of the Joint Offerors and/or any directors of the Joint Offerors) 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.

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As at the date of this joint announcement, the sole director of Great Season is Mr. Jiang Jianhui. The sole director of the Great Season accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group, Lianteng Group and Mr. Ren), and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors, sole director of Lianteng group and Mr. Ren) 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 contained in this joint announcement misleading.

As at the date of this joint announcement, the sole director of Lianteng Group is Mr. Yu Lixiong. The sole director of the Lianteng Group accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group, Great Season and Mr. Ren), and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors, sole director of Great Season and Mr. Ren) 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 contained in this joint announcement misleading.

Mr. Ren accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group, Great Season and Lianteng Group), and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors, sole director of Great Season and sole director of Lianteng 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 contained in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

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