Pacific Basin Shipping Limited — M&A Activity 2016

Sep 9, 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of China Smarter Energy Group Holdings Limited.

Gorgeous Investment Group Holding Co., Limited 國之杰投資控股有限公司

(incorporated in the British Virgin Islands with limited liability)

CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 *** (Incorporated in Bermuda with limited liability) (Stock Code: 1004)**

JOINT ANNOUNCEMENT DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO THE MANDATORY UNCONDITIONAL CASH OFFERS BY HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED FOR AND ON BEHALF OF

GORGEOUS INVESTMENT GROUP HOLDING CO., LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES AND ALL OUTSTANDING CONVERTIBLE BONDS OF CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY GORGEOUS INVESTMENT GROUP HOLDING CO., LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to Gorgeous Investment Group Holding Co., Limited

Independent Financial Adviser to the Independent Board Committee

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Lego Corporate Finance Limited

• For identification purpose only

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DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected timetable in respect of the Offers; (ii) a letter from Haitong International Securities; (iii) a letter from the Board; (iv) a letter from the Independent Board Committee; and (v) a letter of advice from Lego, the Independent Financial Adviser to the Independent Board Committee, together with the accompanying forms of acceptance, will be despatched to the Shareholders and Bondholders on 9 September 2016 in accordance with the Takeovers Code. The expected timetable in relation to the Offers is set out below in this joint announcement.

Qualifying Shareholders and Bondholders are strongly advised to read the Composite Document and the accompanying forms of acceptance carefully, including the recommendations of the Independent Board Committee to the Qualifying Shareholders and Bondholders and the advice from Lego, the Independent Financial Adviser to the Independent Board Committee, in respect of the Offers, before deciding whether or not to accept the Offers.

Shareholders, Bondholders and/or potential investors of the Company are advised to 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 and to disclose their permitted dealings, if any, in any securities of the Company.

Reference is made to (i) the joint announcement of the Company and the Offeror dated 19 August 2016 in respect of, among other things, the Share Purchase Agreements and the Offers; and (ii) the joint announcement of the Company and the Offeror dated 25 August 2016 in respect of, among other things, completion of the Share Purchase Agreements (collectively, the “ Joint Announcements ”).

Unless the context requires otherwise, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcements.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected timetable in respect of the Offers; (ii) a letter from Haitong International Securities; (iii) a letter from the Board; (iv) a letter from the Independent Board Committee; and (v) a letter of advice from Lego Corporate Finance Limited (the “ Lego ”), the Independent Financial Adviser to the Independent Board Committee, together with the accompanying forms of acceptance, will be despatched to the Shareholders and Bondholders on 9 September 2016 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The Offers will be opened for acceptance on and from Friday, 9 September 2016 and the latest time and date for acceptance of the Offers is 4:00 p.m. on Friday, 30 September 2016 (unless revised or extended in accordance with the Takeovers Code, in which case, announcement(s) will be made as and when appropriate).

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Unless otherwise specified, all times and dates contained in this joint announcement refer to Hong Kong local times and dates.

2016

Despatch date of the Composite Document

and the accompanying forms of acceptance and

the commencement date of the Offers (Note 1) . . . . . . . . . . . . . . . . . . . . . . . Friday, 9 September

Latest time and date for acceptance of

the Offers (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00p.m. on Friday, 30 September

Closing date of the Offers (“ Closing Date ”) (Notes 2 and 4) . . . . . . . . . . . . . Friday, 30 September

Announcement of the results of the Offers as at

the Closing Date to be posted on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .No later than 7:00p.m. on Friday, 30 September

Latest date for posting of remittances in respect of valid acceptances received under the Offers (Notes 3 and 4). . . . . . . . . . Wednesday, 12 October

Notes:

• (1) The Offers, which are unconditional in all respects, 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 “5. 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 and date for acceptance of the Offers is 4:00 p.m. on Friday, 30 September 2016. An announcement will be jointly issued by the Company and the Offeror through the website of the Stock Exchange by 7:00 p.m. on Friday, 30 September 2016 stating whether the Offers have been extended, revised or expired. In the event that the Offeror decides to revise or 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 Qualifying Shareholders and Bondholders who have not accepted the Offers.

• (3) Remittances in respect of the cash consideration payable for the Offer Shares or the Convertible Bonds tendered under the Offers will be despatched to the accepting Shareholder(s) or the accepting Bondholder(s) by ordinary post at their own risk as soon as possible but in any event within 7 Business Days after the date of receipt of a duly completed acceptance in accordance with the Takeovers Code.

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• (4) If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:

• (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 Closing Date, the time and date of the close of the Offers will remain at 4:00 p.m. on the same Business Day; or

• (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Closing Date, the time and date of the close of the Offers will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve.

Save as mentioned above, if the latest time for the acceptance of the Offers 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 Offeror and the Company will notify the Shareholders and Bondholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

IMPORTANT

Qualifying Shareholders and Bondholders are strongly advised to read the Composite Document and the accompanying forms of acceptance carefully, including the recommendations of the Independent Board Committee to the Qualifying Shareholders and Bondholders and the advice from Lego, the Independent Financial Adviser to the Independent Board Committee, in respect of the Offers, before deciding whether or not to accept the Offers.

Shareholders, Bondholders and/or potential investors of the Company are advised to 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 and to disclose their permitted dealings, if any, in any securities of the Company.

By order of the board of By order of the board of Gorgeous Investment Group China Smarter Energy Group Holding Co., Limited Holdings Limited Mr. Ko Tin Kwok Mr. Wang Hao Chairman

Director of Shanghai Gorgeous Investment Development Company Limited*

(the sole director of Gorgeous Investment Group Holding Co., Limited)

Hong Kong, 9 September 2016

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As at the date of this joint announcement, the sole director of the Offeror is Shanghai Gorgeous and the directors of Shanghai Gorgeous are Mr. Ko Tin Kwok, Mr. Shen Jianhong, Ms. Zhou Li, Mr. Shao Ming’an and Ms. Ma Huili. The sole director of the Offeror and the directors of Shanghai Gorgeous 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 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 that expressed by the Group 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 statements in this joint announcement misleading.

As at the date of this joint announcement, the board of directors of the Company comprises six executive Directors, namely, Mr. Wang Hao, Mr. Lai Leong, Mr. Lam Kwan Sing, Mr. Wong Nga Leung, Mr. Hon Ming Sang and Mr. Zhou Chengrong and three independent non-executive Directors, namely, Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia.

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 statements in this joint announcement misleading.

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