Long Investment Corp — M&A Activity 2011

Feb 1, 2011

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

SHUI ON COMPANY LIMITED

(Incorporated in the British Virgin Islands with limited liability) (Incorporated in Bermuda with limited liability)

(Stock Code: 983)

JOINT ANNOUNCEMENT ON POSSIBLE PROPOSED VOLUNTARY CONDITIONAL PARTIAL CASH OFFER AND OPTION OFFER BY MERRILL LYNCH (ASIA PACIFIC) LIMITED ON BEHALF OF SHUI ON COMPANY LIMITED TO ACQUIRE 54,000,000 OFFER SHARES IN THE ORDINARY SHARE CAPITAL OF SHUI ON CONSTRUCTION AND MATERIALS LIMITED FROM QUALIFYING SHAREHOLDERS

CLARIFICATION ANNOUNCEMENT

THE JOINT ANNOUNCEMENT

Reference is made to the joint announcement regarding the Partial Offer and the Option Offer issued by the Offeror and the Company dated 28 January 2011 (the “Joint Announcement”). Capitalised terms used in this announcement have the same meanings as defined in the Joint Announcement.

COMMON POOL METHOD

Since the issue of the Joint Announcement, enquiries have been received regarding the mechanism for calculating the number of acceptance of any Offer Shares tendered under the Partial Offer. This announcement is made to clarify the mechanism of such calculations.

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The Offeror wishes to clarify that the Partial Offer will be made based on the common pool method. As the common pool method has no assured entitlement for Qualifying Shareholders who tender their Offer Shares in the Partial Offer, the Assured Entitlement concept under the Joint Announcement will not be applicable to the Partial Offer. This announcement is made to clarify the mechanism for determining the number of Offer Shares to be taken up by the Offeror from each Qualifying Shareholder who tenders Offer Shares for acceptance under the Partial Offer. The mechanism by which the Partial Offer will be made is as follows (the section headed “(d) Other terms of the Partial Offer and the Option Offer” on pages 6 to 8 in the Joint Announcement is replaced with the following section):

“Qualifying Shareholders may accept the Partial Offer in respect of some or all of the Offer Shares held by them. If valid acceptances are received for 54,000,000 Offer Shares, all Offer Shares validly accepted will be taken up. If valid acceptances are received for more than 54,000,000 Offer Shares, the total number of Offer Shares taken up by the Offeror from each Qualifying Shareholder will be determined by the total number of Offer Shares tendered for acceptance in accordance with the following formula:

A � C B

• A: 54,000,000 Offer Shares (being the total number of Offer Shares for which the Partial Offer is made)

• B: the total number of Offer Shares tendered by all the Qualifying Shareholders under the Partial Offer

• C: the number of Offer Shares tendered by the relevant individual Qualifying Shareholder under the Partial Offer

As a result, it is possible that if a Qualifying Shareholder tenders all his/her Offer Shares to the Offeror under the Partial Offer, not all of such Offer Shares will be taken up.

Fractions of Offer Shares will not be taken up under the Partial Offer and, accordingly, the number of Offer Shares that the Offeror will take up from each Qualifying Shareholder in accordance with the above formula will be rounded up or down to the nearest whole number at the discretion of the Offeror.

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Qualifying Optionholders may accept the Option Offer in respect of some or all of the Share Options held by them. If valid acceptances are received for no more than 4,364,973 Share Options, all Share Options validly accepted will be taken up. If valid acceptances are received for more than 4,364,973 Share Options, the total number of Share Options taken up by the Offeror from each Qualifying Optionholder will be determined by the total number of Share Options tendered for acceptance in accordance with the following formula:

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W: total number of Share Options held by the Qualifying Optionholders

• X: 17.67%, being 54,000,000 Offer Shares divided by the 305,531,786 Shares held by the Shareholders other than the Offeror and parties acting in concert with it as of the date of this announcement

• Y: the total number of Share Options tendered by all Qualifying Optionholders under the Option Offer

• Z: the number of Share Options tendered by the relevant individual Qualifying Optionholder under the Option Offer

Share Options that are not tendered for acceptance under the Option Offer will not be deemed to have lapsed after the closing of the Partial Offer and the Option Offer.

The full terms and conditions of the Partial Offer and the Option Offer will be set out in the Composite Offer Document and the accompanying Form of Acceptance. The Partial Offer and the Option Offer will be made in compliance with the Takeovers Code.”

Accordingly, the term “Assured Entitlement” and its definition are removed from the definitions section of the Joint Announcement.

DISCLOSURE OF DEALINGS

In accordance with Rule 3.8 of the Takeovers Code, the associates (including persons who own or control 5% or more of any class of the relevant securities) of the Company and the Offeror are hereby reminded to disclose their dealings in the relevant securities of the Company under the Takeovers Code.

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Shareholders, Optionholders and potential investors should take note of the following warnings:

Warning: The making of the Partial Offer and the Option Offer is subject to (i) the granting of the consent of the Executive for the Partial Offer pursuant to Rule 28.1 of the Takeovers Code; and (ii) the granting of a ruling by the Executive confirming the rebuttal of the presumption that Penta Investment Advisers Limited is a party acting in concert with the Offeror under class (1) of the definition of acting in concert under the Takeovers Code. The making of the Partial Offer and the Option Offer is a possibility only. Shareholders, Optionholders and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisors. The pre-conditions to the Partial Offer and the Option Offer must be satisfied before the making of the Partial Offer and the Option Offer. When the pre-conditions to the Partial Offer and the Option Offer are satisfied, a separate announcement will be made to update the Shareholders of the development.

Warning: The Partial Offer may or may not become unconditional, depending on the number of acceptances and approvals by the Qualifying Shareholders received by the Offeror. The Option Offer may or may not become unconditional, depending on whether the Partial Offer becomes unconditional in all respects. Please refer to the section headed “Conditions of the Partial Offer and the Option Offer” in the Joint Announcement for more details. Completion of the Partial Offer and the Option Offer is a possibility only. Shareholders, Optionholders and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisors.

By order of the board of directors By order of the Board SHUI ON COMPANY LIMITED SHUI ON CONSTRUCTION LO HONG SUI AND MATERIALS LIMITED Director WONG KUN TO, PHILIP Executive Director and Chief Executive Officer

Hong Kong, 1 February 2011

As at the date of this announcement, the board of directors of the Offeror comprises three executive directors, namely, Mr. Lo Hong Sui, Mr. Wong Yuet Leung, Frankie and Mr. Choi Yuk Keung, Lawrence.

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The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company, its associates and parties acting in concert with the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, its associates and parties acting in concert with the Company) 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.

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Lo Hong Sui, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Yuet Leung, Frankie, Mr. Wong Kun To, Philip and Mr. Wong Fook Lam, Raymond; and five independent non-executive Directors, namely, Mr. Gerrit Jan de Nys, Ms. Li Hoi Lun, Helen, Mr. David Gordon Eldon, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (excluding Mr. David Gordon Eldon, an independent non-executive Director who is currently travelling and cannot be reached for reviewing this announcement) (other than those relating to the Offeror, its associates and parties acting in concert with the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror, its associates and parties acting in concert with the Offeror) 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.

This announcement will be published and remains on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the day of its publication and will be published and remains on the website of the Company at www.socam.com.

* For identification purpose only

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