Kingwisoft Technology Group Company Limited — M&A Activity 2016

Mar 10, 2016

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Asian Capital Holdings Limited.

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Jinhui Capital Company Limited

(Incorporated in the British Virgin Islands with limited liability)

Asian Capital Holdings Limited 卓亞資本有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 8295)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT IN RELATION TO MANDATORY UNCONDITIONAL CASH OFFERS BY CCB INTERNATIONAL CAPITAL LIMITED FOR AND ON BEHALF OF JINHUI CAPITAL COMPANY LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY JINHUI CAPITAL COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND CANCEL ALL OUTSTANDING OPTIONS OF ASIAN CAPITAL HOLDINGS LIMITED

Financial adviser to the Offeror

Financial adviser to the Company

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

References are made to (i) the joint announcement dated 5 January 2016 in relation to, among other things, the Subscription, the New Shares Placing, the Share Purchase, the Master Link Placing and the Offers; (ii) the joint announcement dated 25 January 2016 in relation to the delay in despatch of the Composite Document; (iii) the joint announcement dated 24 February 2016 in relation to, among other things, the Completion; (iv) the joint announcement dated 2 March 2016 in relation to the further delay in despatch of the Composite Document; and (v) the composite offer and response document dated 10 March 2016 (the “ Composite Document ”) jointly issued by the Company and the Offeror. Unless the context otherwise requires, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

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DESPATCH OF THE COMPOSITE DOCUMENT AND THE FORMS OF ACCEPTANCE

The Composite Document containing, among other things, (i) details of the Offers; (ii) the letter from CCB International; (iii) the letter from the Board; (iv) the letter of recommendation from the Independent Board Committee to the Independent Shareholders and the Optionholders in relation to the Offers; and (v) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offers, together with the Forms of Acceptance, will be despatched to the Shareholders and the Optionholders on Thursday, 10 March 2016.

EXPECTED TIMETABLE

The expected timetable set out below is indicative only and may be subject to change. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate.

2016 Despatch date of the Composite Document and the Forms of Acceptance and commencement date of the Offers (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 March Latest time and date for acceptance of the Offers (Notes 2 and 4) . . . . . . . . . . . . . . . . . . 31 March Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 March Announcement of the results of the Offers to be posted on the Stock Exchange’s website (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 March Latest date of posting of remittances for the amounts due in respect of valid acceptances received under the Offers (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . 12 April

Notes:

1. The Offers, which are unconditional, are made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until the Closing Date. Acceptances of the Offers shall be irrevocable and shall not be capable of being withdrawn, except in the circumstances set out in the section headed “Right of Withdrawal” in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offers must initially be opened for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time for acceptance is at 4:00 p.m. on 31 March 2016 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. An announcement will be published on the website of the Stock Exchange by 7:00 p.m. on 31 March 2016 stating whether the Offers have been extended, revised or expired. In the event that the Offeror decides to extend the Offers 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 Offers are closed to those Independent Shareholders and the Optionholders who have not accepted the Offers.

3. Remittances in respect of the cash consideration payable for the Offer Shares or the Options tendered under the Offers will be made as soon as possible, but in any event within seven Business Days following the date of receipt of a duly completed acceptance in accordance with the Takeovers Code.

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1. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:

2. (a) 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 Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers and the posting of remittances will remain at 4:00 p.m. on the same Business Day; or

3. (b) 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 Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day.

All times and dates in this joint announcement shall refer to Hong Kong times and dates.

IMPORTANT

Independent Shareholders and Optionholders are advised to read the Composite Document and the Forms of Acceptance carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the Optionholders and the advice and recommendation from the Independent Financial Adviser to the Independent Board Committee in respect of the Offers, and other information of the Group before deciding whether or not to accept the Offers.

Independent Shareholders, Optionholders and/or potential investors of the Company should exercise caution when dealing in the securities of the Company. The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code to disclose their permitted dealings, if any, in any securities of the Company.

By order of the board of directors of By order of the Board Jinhui Capital Company Limited Asian Capital Holdings Limited DUAN Di YEUNG Kai Cheung Patrick Director Executive Chairman

Hong Kong, 10 March 2016

As at the date of this joint announcement, the Board comprises Mr. YEUNG Kai Cheung Patrick (executive chairman) and Mr. CHAN Hok Leung being executive Directors; Mr. XIN Luo Lin (honorary chairman) being non-executive Director; and Mr. CHAN Kai Nang, Mr. TSUI Pui Yan and Mr. YI Xiqun being independent non-executive Directors.

This joint announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this joint announcement misleading.

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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 Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) 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.

As at the date of this joint announcement, the sole director of the Offeror is Ms. DUAN Di and the sole director of Zhonghai Sheng Feng (Beijing) Capital Management Limited Company ( 中海晟 豐（北京）資本管理有限公司 ) (“ Zhonghai Sheng Feng* ”), the ultimate parent company of the Offeror, is Ms. LI Yun Xi. The respective director of the Offeror and Zhonghai Sheng Feng jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the 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 in this joint announcement misleading.

This joint announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the website of the Company at www.asiancapital.com.hk.

• For identification purpose only

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