National Electronics Holdings Limited — M&A Activity 2021

Oct 27, 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.

The joint announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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SOLAR BRIGHT LTD.

(Incorporated in the British Virgin Islands with limited liability)

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 127)

JOINT ANNOUNCEMENT DELAY IN DESPATCH OF THE SCHEME DOCUMENT IN RELATION TO

THE PROPOSED PRIVATISATION OF CHINESE ESTATES HOLDINGS LIMITED BY SOLAR BRIGHT LTD. BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT AND PROPOSED WITHDRAWAL OF LISTING OF CHINESE ESTATES HOLDINGS LIMITED

Reference is made to the joint announcement of Solar Bright Ltd. (the “ Offeror ”) and Chinese Estates Holdings Limited (the “ Company ”) dated 6 October 2021 (the “ Joint Announcement ”) in relation to, among other things, the proposed privatisation of the Company by the Offeror by way of a scheme of arrangement under Section 99 of the Companies Act. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Joint Announcement.

As set out in the Joint Announcement, the Scheme Document will be despatched to the Shareholders as soon as practicable and in compliance with the requirements of the Takeovers Code and applicable laws and regulations. Pursuant to Rule 8.2 of the Takeovers Code, the Scheme Document is required to be despatched to the Shareholders within 21 days of the date of the Joint Announcement (that is, on or before 27 October 2021) unless consent is otherwise granted by the Executive to extend the deadline for the despatch of the Scheme Document.

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As stated in the Joint Announcement, the Proposal and the Scheme will become effective and binding on the Company and all Scheme Shareholders, subject to the fulfilment or waiver (as applicable) of the Conditions, including but not limited to the Scheme being approved by the Scheme Shareholders at the Scheme Meeting. A hearing of the Court is required for the Court to issue its directions for convening the Scheme Meeting.

Given that additional time is required for finalising the information to be included in the Scheme Document (including but not limited to the unaudited financial information of the Group, the property valuation reports in respect of the property interests of the Group, and the respective reports to be issued by the independent financial adviser and the auditors of the Company in relation to certain financial information of the Group in compliance with Rule 10 of the Takeovers Code), an application for consent has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code by the Offeror and the Company, and the Executive has indicated that it is minded to grant consent to extend the time for the despatch of the Scheme Document to a date falling on or before 24 November 2021.

WARNING

Shareholders and potential investors of the Company should be aware that the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented. Shareholders and potential investors of the Company should therefore exercise caution when dealing in 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 of	By order of the board of
SOLAR BRIGHT LTD.	CHINESE ESTATES HOLDINGS LIMITED
Chan, Hoi-wan	Lam, Kwong-wai
Director	Executive Director and Company Secretary

Hong Kong, 27 October 2021

As at the date of this joint announcement, the Board comprises Ms. HW Chan, Ms. Chan, Lok-wan and Mr. Lam, Kwongwai as executive Directors, Mr. Lau, Ming-wai and Ms. Amy Lau, Yuk-wai as non-executive Directors, and Mr. Chan, Kwok-wai, Ms. Phillis Loh, Lai-ping and Mr. Ma, Tsz-chun 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 Offeror and the Offeror Concert Parties) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by directors of the Offeror in their capacity as the directors of the Offeror) 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.

Website: http://www.chineseestates.com

As at the date of this joint announcement, the directors of the Offeror are Ms. HW Chan and Ms. Chan, Sze-wan.

The directors of the Offeror 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 enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Directors in their capacity as the Directors) 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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