OSL Group Limited — M&A Activity 2018

Mar 14, 2018

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 securities of Branding China Group Limited.

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East Harvest Global Limited

(incorporated in the British Virgin Islands with limited liability)

Branding China Group Limited 品牌中國集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 863)

JOINT ANNOUNCEMENT

FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO

MANDATORY UNCONDITIONAL CASH OFFER BY KINGSTON SECURITIES LIMITED FOR AND ON BEHALF OF EAST HARVEST GLOBAL LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN BRANDING CHINA GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED OR TO BE ACQUIRED BY EAST HARVEST GLOBAL LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

References are made to (i) the announcement jointly published by East Harvest Global Limited (the ‘‘Offeror’’) and Branding China Group Limited (the ‘‘Company’’) dated 30 January 2018 (the ‘‘Rule 3.5 Announcement’’) in relation to, amongst others, the mandatory unconditional cash offer to be made by Kingston Securities Limited on behalf of the Offeror to acquire all the issued Shares (other than those already owned or to be acquired by the Offeror and parties acting in concert with it) (the ‘‘Offer’’); and (ii) the announcement jointly published by the Offeror and the Company dated 20 February 2018 (the ‘‘Delay Announcement’’) in relation to the delay in despatch of the composite offer and response document regarding the Offer (the ‘‘Composite Document’’). Unless otherwise stated, capitalised terms used herein shall have the same meaning as those defined in the Rule 3.5 Announcement.

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FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

It is the intention of the Offeror and the Company that the offer document from the Offeror and the offeree board circular from the Company be combined into a Composite Document. In accordance with Rule 8.2 of the Takeovers Code, the Composite Document containing, amongst other things: (i) details of the Offer (including the expected timetable); (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Offer, together with the relevant forms of acceptance and transfer, is required to be despatched to the Shareholders within 21 days of the date of the Rule 3.5 Announcement (i.e. 20 February 2018) or such later date as the Executive may approve. As stated in the Delay Announcement, an application was made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to extend the deadline for the despatch of the Composite Document to a date falling on or before 14 March 2018. The Executive has granted the consent for such extension.

Given that additional time is required by the Offeror and the Company to finalise certain information to be included in the Composite Document, an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to further extend the deadline for the despatch of the Composite Document (together with the Form of Acceptance) to a date falling on or before 13 April 2018. The Executive has granted the consent for such extension.

Further announcement(s) will be made jointly by the Offeror and the Company when the Composite Document and the accompanying Form of Acceptance are despatched.

By order of the board of directors By order of the Board East Harvest Global Limited Branding China Group Limited Ko Chun Shun Johnson Fang Bin Director Executive Director

Hong Kong, 14 March 2018

As at the date of this joint announcement, the executive Directors are Mr. Fang Bin, Mr. Fan Youyuan, Mr. Patrick Zheng, Mr. Huang Wei and Mr. Song Yijun and the independent non-executive Directors are Mr. Zhou Ruijin, Mr. Lin Zhiming and Ms. Hsu Wai Man, Helen.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those 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 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 statements in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror are Mr. Ko Chun Shun Johnson and Mr. Lo Ken Bon.

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The directors of Offeror jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information 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 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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